Securities code: Zhejiang Zhengguang Industrial Co.Ltd(301092) securities abbreviation: Zhejiang Zhengguang Industrial Co.Ltd(301092) Announcement No.: 2022011 Zhejiang Zhengguang Industrial Co.Ltd(301092)
Announcement on the resolutions of the 16th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Zhejiang Zhengguang Industrial Co.Ltd(301092) (hereinafter referred to as "the company") the notice of the 16th meeting of the 5th board of directors was sent to all directors by e-mail on April 11, 2022. The meeting was held on April 21, 2022 in the company's conference room in the form of on-site combined communication. There were 7 directors who should attend the meeting, and 7 directors actually attended the meeting, including independent directors Feng Fengqin, Xiao Liansheng and Jin Lang, who attended the meeting by means of communication. The meeting was convened and presided over by Mr. Shen Jianhua, chairman of the board of directors. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the company law of the people's Republic of China and other laws and regulations and the relevant provisions of the articles of association. The meeting is legal and effective.
2、 Deliberations of the board meeting
The meeting considered and adopted the following proposals:
1. Deliberated and adopted the proposal on the work report of the board of directors in 2021
Mr. Shen Jianhua, chairman of the company, analyzed and summarized the work of the board of directors in 2021, reviewed the overall business development of the company in 2021, and put forward new plans and objectives for the development of the board of directors in 2022.
Ms. Feng Fengqin, Mr. Xiao Liansheng and Mr. Jin Lang, the independent directors of the company, respectively submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
For details, see http://www.cn.info.com.cn.cn on the same day The work report of the board of directors in 2021, the work report of independent directors in 2021 (Feng Fengqin), the work report of independent directors in 2021 (Xiao Liansheng) and the work report of independent directors in 2021 (jinlang) disclosed.
Voting results: 7 in favor, 0 against and 0 abstention. The motion was examined and passed. This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
2. Deliberated and passed the proposal on the work report of the general manager in 2021
The board of directors of the company carefully listened to the general manager's work report for 2021 made by Mr. Shen Jianhua, the general manager, and believed that the company's operation and management in 2021 effectively implemented the resolutions of the general meeting of shareholders and the board of directors, and the work report objectively and truly reflected the company's daily production, operation and management activities in 2021.
Voting results: 7 in favor, 0 against and 0 abstention. The motion was examined and passed.
3. The proposal on the full text and summary of the 2021 annual report was deliberated and passed. All directors attending the meeting carefully deliberated the full text and summary of the 2021 annual report of the company and believed that the 2021 annual report of the company truly reflected the financial situation and operating results of the company in 2021, and there were no false records, misleading statements and major omissions.
For details, see http://www.cn.info.com.cn.cn on the same day Disclosed annual report 2021 and summary of annual report 2021.
Voting results: 7 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
4. Deliberated and passed the proposal on the financial final accounts report of 2021
All directors attending the meeting carefully reviewed the financial statement of 2021 and believed that the financial statement objectively and truly reflected the financial situation and operating results of the company in 2021.
For details, see http://www.cn.info.com.cn.cn on the same day Disclosed financial final accounts report of 2021.
Voting results: 7 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
5. The proposal on 2021 profit distribution plan was deliberated and adopted
In accordance with the relevant provisions of laws, regulations and normative documents such as the Shenzhen Stock Exchange GEM Listing Rules, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association, and in combination with the current overall operation of the company and the development stage of the company, The board of Directors proposes that the company's profit distribution plan for 2021 is as follows: Based on 133333334 shares of the company's total share capital as of December 31, 2021, a cash dividend of 1.20 yuan (tax included) will be distributed to all shareholders for every 10 shares, a total of 1600 China High-Speed Railway Technology Co.Ltd(000008) yuan (tax included) will be distributed, and the remaining undistributed profits will be carried forward for annual distribution in the future. No bonus shares will be given this year, and no capital reserve will be converted into share capital.
If the total share capital of the company changes before the implementation of the profit distribution plan in 2021, the distribution proportion will be adjusted accordingly according to the principle that the total amount of cash dividends remains unchanged.
The independent directors of the company expressed their independent opinions on the matter.
For details, see http://www.cn.info.com.cn.cn on the same day Announcement on 2021 profit distribution plan disclosed by the company.
Voting results: 7 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
6. The proposal on the special report on the deposit and use of raised funds in 2021 was considered and adopted
After deliberation by the directors attending the meeting, the company has issued the special report on the deposit and use of raised funds in 2021 in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and the company's charter, The deposit and use of the company's raised funds in 2021 comply with the relevant requirements of China Securities Regulatory Commission and Shenzhen stock exchange for the deposit and use of raised funds. There is no illegal use of raised funds, nor is there any change or disguised change in the investment direction of raised funds and damage to the interests of shareholders.
The independent directors gave their independent opinions on the matter, the recommendation institution issued its verification opinions, and the audit institution issued its assurance report.
For details, see http://www.cn.info.com.cn.cn on the same day Special report on the deposit and use of raised funds in 2021 disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
The motion was examined and passed.
7. Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
After deliberation by the directors attending the meeting, the board of directors agreed to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company's audit institution in 2022 for one year, and requested the general meeting of shareholders to authorize the company's management to negotiate with Tianjian Certified Public Accountants (special general partnership) to determine the company's audit fees in 2022 and sign relevant service agreements according to the market price level.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the matter. For details, see http://www.cn.info.com.cn.cn on the same day Announcement on reappointment of audit institutions in 2022 (Announcement No.: 2022015). Voting results: 7 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
8. The proposal on the self-evaluation report on internal control in 2021 was reviewed and approved. After deliberation, the directors attending the meeting believed that the self-evaluation report on internal control in 2021 was true and reliable on the basis of daily and special supervision of internal control in accordance with the basic norms of enterprise internal control and its supporting guidelines, combined with the company's internal control system and evaluation methods It objectively reflects the construction and operation of the company's internal control system. The company has established a relatively perfect internal control system and can effectively implement it.
The independent directors of the company have expressed their independent opinions on the matter, the recommendation institution has issued its verification opinions, and the audit institution has issued an assurance report.
For details, see http://www.cn.info.com.cn.cn on the same day Self evaluation report on internal control in 2021 disclosed.
Voting results: 7 in favor, 0 against and 0 abstention. The motion was examined and passed.
9. The proposal on the company and its wholly-owned subsidiaries applying for comprehensive credit line from banks and other financial institutions in 2022 was deliberated and adopted
In order to meet the needs of the company's operation and development, the board of directors of the company agrees that the company and its wholly-owned subsidiaries apply to banks and other financial institutions for a comprehensive credit line of no more than RMB 300 million in 2022. The types of credit include but are not limited to bank loans, letter of guarantee, letter of credit, acceptance bill, bill discount, factoring and other financing methods. The specific business types The final credit line and credit term shall be subject to the actual approval of banks and other financial institutions. The validity period of authorization is 12 months from the date of deliberation and approval by the 2021 annual general meeting of shareholders. Within the above period, the credit line can be recycled.
At the same time, the general meeting of shareholders is requested to authorize Mr. Shen Jianhua, the general manager of the company, to sign all legal documents related to credit on behalf of the company within the above credit line.
The independent directors of the company expressed their independent opinions on the matter.
For details, see http://www.cn.info.com.cn.cn on the same day Announcement on the company and its wholly-owned subsidiaries applying for comprehensive credit line from banks and other financial institutions in 2022.
Voting results: 7 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
10. The proposal on mutual guarantee between the company and its wholly-owned subsidiaries or wholly-owned subsidiaries was deliberated and adopted
After deliberation by the directors attending the meeting, it is agreed that the company provides guarantee for its wholly-owned subsidiaries or mutual guarantee between wholly-owned subsidiaries, and the guarantee amount shall not exceed 300 million yuan (including). Within the above limit, the company and its wholly-owned subsidiaries need to handle the business within the above guarantee scope due to business needs, and there is no need to hold a separate board of directors or shareholders' meeting for deliberation. The validity period of this guarantee is 12 months from the date of deliberation and approval by the 2021 annual general meeting of shareholders.
Meanwhile, the general meeting of shareholders is requested to authorize the management of the company to implement relevant matters within the above limit, and authorize the chairman of the company, Mr. Shen Jianhua, to sign relevant agreements and documents. The authorization period shall be valid within 12 months from the date of deliberation and approval of the company's 2021 annual general meeting of shareholders.
The independent directors of the company expressed their independent opinions on the matter.
For details, see http://www.cn.info.com.cn.cn on the same day Announcement on mutual guarantee between the company and its wholly-owned subsidiaries or wholly-owned subsidiaries.
Voting results: 7 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
11. The proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary was deliberated and adopted
In order to further establish and improve the incentive and restraint mechanism of the company and the sharing mechanism between employees and owners, attract and retain excellent senior managers and core technical (business) personnel, effectively combine the interests of shareholders, the interests of the company and the personal interests of the company and its senior managers and core technical (business) personnel, and promote all parties to pay common attention to the long-term development of the company, Ensure the realization of the company's development strategy and business objectives. In accordance with relevant laws, regulations and normative documents such as the company law, the securities law of the people's Republic of China, the measures for the administration of equity incentives of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guide for GEM listed companies of Shenzhen Stock Exchange No. 1 - business handling, and the relevant provisions of the articles of association, The company has formulated the restricted stock incentive plan for Zhejiang Zhengguang Industrial Co.Ltd(301092) 2022 (Draft) and its abstract, and plans to implement the restricted stock incentive plan to the incentive objects.
The independent directors of the company expressed their independent opinions on the matter. The board of supervisors of the company issued audit opinions on this matter.
For details, see http://www.cn.info.com.cn.cn on the same day Announcement on the company's 2022 restricted stock incentive plan (Draft) and its abstract disclosed. Voting results: 7 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
12. The proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022 was deliberated and adopted
In order to ensure the smooth implementation and standardized operation of the company's restricted stock incentive plan in 2022, form a good and balanced value distribution system, encourage the company's senior managers and core technical (business) personnel to work diligently and responsibly, ensure the continuous and steady growth of the company's performance, and ensure the realization of the company's development strategy and business objectives. In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies and the articles of association, the measures for the administration of the assessment of the implementation of the Zhejiang Zhengguang Industrial Co.Ltd(301092) 2022 restricted stock incentive plan is hereby formulated.
The independent directors of the company expressed their independent opinions on the matter. The board of supervisors of the company issued audit opinions on this matter.
For details, see http://www.cn.info.com.cn.cn on the same day Administrative measures for the assessment of the implementation of Zhejiang Zhengguang Industrial Co.Ltd(301092) 2022 restricted stock incentive plan disclosed
Voting results: 7 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
13. Deliberated and adopted the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle the 2022 shares of the company
