Securities code: Ningbo Color Master Batch Co.Ltd(301019) securities abbreviation: Ningbo Color Master Batch Co.Ltd(301019) Announcement No.: 2022020 Ningbo Color Master Batch Co.Ltd(301019)
Announcement of resolutions of the 16th meeting of the first board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Ningbo Color Master Batch Co.Ltd(301019) (hereinafter referred to as "the company") the 16th meeting of the first board of directors was held in the company's conference room on Friday, April 22, 2022 in a combination of on-site and real-time video. The notice of the meeting was sent to all directors by mail on April 12, 2022. There are 9 directors who should attend the meeting, and 9 actually attended the meeting.
The meeting was presided over by Ren Weiqing, chairman of the board, and attended by supervisors and senior managers of the company. The meeting shall be held in accordance with relevant laws, regulations, rules and the articles of association. After careful consideration by all directors, the following resolutions were reached at the meeting:
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the company's 2021 annual report and its summary
The board of directors reviewed the company's 2021 annual report and the summary of 2021 annual report. All members of the board of directors agreed that the company's 2021 annual report truly, accurately and completely reflected the company's financial situation and operating results in 2021, without false records, misleading statements and major omissions, and the information disclosed was true, accurate and complete.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the company's disclosure on cninfo.com on April 25, 2022（ http://www.cn.info.com.cn. ）The annual report of Ningbo Color Master Batch Co.Ltd(301019) : 2021 (Announcement No.: 2022017) and the summary of Ningbo Color Master Batch Co.Ltd(301019) : 2021 annual report (Announcement No.: 2022018).
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the work report of the board of directors in 2021
The board of directors of the company has analyzed and summarized the work in 2021. At this meeting, Ms. Bao Jianya, Mr. Yu Weixing and Mr. Zhou Qisong, the independent directors of the company, respectively submitted the 2021 annual report of independent directors to the board of directors, which will be reported at the 2021 annual general meeting of shareholders of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on April 25, 2022 Ningbo Color Master Batch Co.Ltd(301019) : work report of the board of directors.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on the work report of the general manager of the company in 2021
The board of directors of the company carefully listened to the general manager's work report for 2021 made by Mr. Ren Weiqing, the general manager, and believed that the management of the company 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 daily production, operation and management activities of the company in 2021. Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on April 25, 2022 Ningbo Color Master Batch Co.Ltd(301019) : general manager's work report.
(IV) deliberated and passed the proposal on the company's 2021 annual financial statement report
The board of directors of the company believes that the financial statement of the company in 2021 objectively and truly reflects the financial situation and operating results of the company in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on April 25, 2022 Ningbo Color Master Batch Co.Ltd(301019) : 2021 annual financial statement report.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the company's profit distribution in 2021 and the plan for converting its reserve fund into share capital
The board of directors of the company believes that the profit distribution plan for 2021 comprehensively considers the company's profitability, future development prospects and capital planning, complies with the relevant provisions on profit distribution in the company law, securities law and articles of association, fully reflects the company's return to investors, and has legitimacy, compliance and rationality.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors agreed with the proposal.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on April 25, 2022 The annual report of Ningbo Color Master Batch Co.Ltd(301019) : 2021 (Announcement No.: 2022017) and the independent opinions of independent directors on matters related to the 16th meeting of the first board of directors.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) deliberated and passed the proposal on the special report on the deposit and use of the company's raised funds in 2021
The board of directors issued the special report on the deposit and use of raised funds in 2021 in accordance with the relevant provisions of the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines on supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and the articles of association.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the proposal, the sponsor issued verification opinions, and the accounting firm issued relevant assurance reports
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ） Ningbo Color Master Batch Co.Ltd(301019) : special report on the deposit and actual use of raised funds in 2021.
The proposal needs to be submitted to the general meeting of shareholders in 2021.
(VII) deliberated and passed the proposal on the company's self-evaluation report on internal control in 2021
The board of Directors believes that according to the basic norms of enterprise internal control and its supporting guidelines, combined with the company's internal control system and evaluation methods, and based on the daily and special supervision of internal control, the 2021 internal control self-evaluation report truly and 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 be effectively implemented.
Voting results: 9 in favor, 0 against and 0 abstention.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ） Ningbo Color Master Batch Co.Ltd(301019) : self evaluation report on internal control in 2021.
The independent directors have expressed their independent opinions on this proposal. For details, please refer to the company's disclosure on cninfo.com.cn Ningbo Color Master Batch Co.Ltd(301019) : independent opinions of independent directors on relevant matters of the 16th meeting of the first board of directors.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(VIII) deliberated and passed the proposal on the company's 2022 annual financial budget report
Voting results: 9 in favor, 0 against and 0 abstention.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ） Ningbo Color Master Batch Co.Ltd(301019) : 2022 annual financial budget report.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IX) deliberated and passed the proposal on the prediction of the company's daily connected transactions
The board of Directors believes that the daily related party transactions in 2022 are expected to meet the development needs of the company's business, comply with the company's development strategy and the company's long-term interests. The related party transactions are necessary and reasonable. The price of the daily related party transactions expected to occur by the company is fair and reasonable, reflecting the market-oriented principles of openness, fairness and impartiality, and in line with the interests of the company and all shareholders, There is no damage to the interests of the company and minority shareholders. Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their prior approval opinions and independent opinions on the proposal.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) the proposal on the remuneration scheme of the company's directors and senior managers in 2022 was deliberated and passed. The board of directors believed that the remuneration of directors was in line with the current operation status of the company, which was conducive to strengthening their diligence for the company, improving the decision-making level, and promoting the sustainable, stable and healthy development of the company.
Voting results: Chen Jianguo's salary plan was adopted by 9 votes in favor, 0 votes against and 0 abstention, while the salary plans of other directors and senior executives were adopted by 8 votes in favor, 0 votes against and 0 abstention; The above consent votes all hold 100% of the voting rights.
The independent directors expressed their consent to the proposal.
（11） The board of directors considered and passed the proposal on the company's application for comprehensive credit line from the bank in 2022. The board of directors believed that the application for comprehensive credit line was in line with the company's strategic development plan and production and operation needs. This application for comprehensive credit line will not bring significant financial risks to the company or damage the interests of the company. The decision-making procedures are legal and compliant, and there is no behavior damaging the interests of the company's shareholders, especially the minority shareholders.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors expressed their consent to the proposal.
（12） The proposal on using some temporarily idle raised funds and self owned funds for cash management was deliberated and adopted
The board of Directors believes that, without affecting the normal operation of the company, the company plans to use idle raised funds (including the principal) of no more than 45 million yuan and its own funds of no more than 200 million yuan for cash management. The service life is effective within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit and period, the funds can be used in a rolling manner, which can better maintain and increase the value of the company's cash, Protect the interests of shareholders of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors agreed with the proposal.
（13） The proposal on Amending the articles of association and handling the industrial and commercial change registration was deliberated and adopted
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the articles of association of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standard operation of GEM listed companies and the latest provisions of relevant laws, regulations and normative documents, and in combination with the actual situation of the company, the company revised the articles of association.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ） Ningbo Color Master Batch Co.Ltd(301019) : Announcement on Amending the articles of association and handling the industrial and commercial change registration (Announcement No.: 2022025). Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（14） The proposal on the company's plan to renew the appointment of the audit institution in 2022 was deliberated and adopted
The board of Directors believes that during the period of serving as the company's financial audit institution in 2021, Lixin Certified Public Accountants (special general partnership) was diligent and responsible, and was able to comply with the professional ethics of the accounting firm in accordance with the requirements of the auditing standards for Chinese certified public accountants, express opinions on the company's accounting statements objectively and fairly, and better fulfill the responsibilities and obligations of the audit institution; In order to maintain the continuity and stability of the audit of the company's accounting statements, it is proposed to renew his appointment as the company's audit institution in 2022. The term of employment is one year. The remuneration shall be submitted to the general meeting of shareholders to authorize the management of the company to negotiate with the audit institution according to the actual business situation and market situation of the company in 2022. Voting results: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their prior approval opinions and independent opinions on this proposal.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（15） The proposal on holding the 2021 annual general meeting of shareholders of the company was deliberated and adopted
The board of directors decided to convene the 2021 annual general meeting of shareholders at 14:00 p.m. on Monday, May 16, 2022.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Announcement name (Announcement No.: 2022022).
Voting results: 9 in favor, 0 against and 0 abstention.
（16） Deliberated and adopted the proposal on Amending the rules of procedure of the company's general meeting of shareholders
In accordance with the company law, the securities law, the guidelines for the articles of association of listed companies (revised in 2022) and the stock listing rules of Shenzhen Stock Exchange (revised in 2022), and in combination with the actual situation of the company, it is proposed to revise the relevant provisions of the rules of procedure of Ningbo Color Master Batch Co.Ltd(301019) shareholders' meeting.
For details, please refer to cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）。 This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
3、 Documents for future reference
1. Resolutions of the 16th meeting of the first board of directors;
2. Independent opinions of independent directors on matters related to the 16th meeting of the first board of directors;
3. Other documents.
It is hereby announced.
Ningbo Color Master Batch Co.Ltd(301019)
