Silvery Dragon Prestressed Materials Co.Ltd Tianjin(603969)
2021 annual general meeting
Conference materials
May, 2002
Material catalogue
Instructions for attending the 2021 annual general meeting of shareholders Agenda of the annual general meeting of shareholders in 2001 3. Proposal on the 2021 annual report and summary of the company 5 proposal on the work report of the board of directors of the company in 2021 6. Proposal on the report on the work of independent directors of the company in 202113 proposal on the company's 2021 annual financial statement report 14 proposal on the company's profit distribution plan for 202121. Proposal on employing the company's audit institution in 202222 proposal on the company's future comprehensive credit financing business 23 proposal on the prediction of the company's external guarantee in 202224 proposal on the formulation of the company's shareholder return plan for the next three years (20222024) 26 proposal on the work report of the board of supervisors of the company in 202127 proposal on Amending the articles of association and handling the corresponding industrial and commercial change registration 31 proposal on Amending the rules of procedure of the board of Directors 33 proposal on Amending the rules of procedure of the board of supervisors 35 proposal on Amending the rules of procedure of the general meeting of shareholders thirty-seven
Silvery Dragon Prestressed Materials Co.Ltd Tianjin(603969)
Notes to the 2021 annual general meeting of shareholders
Shareholders and shareholder representatives:
In order to safeguard the legitimate rights and interests of the investors of Silvery Dragon Prestressed Materials Co.Ltd Tianjin(603969) (hereinafter referred to as "the company"), protect the shareholders to exercise their rights according to law during the 2021 annual general meeting of shareholders of the company, and ensure the normal order and efficiency of the general meeting of shareholders, these instructions are hereby formulated in accordance with the company law, the securities law, the rules for the general meeting of shareholders of listed companies, the articles of association, the rules of procedure for the general meeting of shareholders of the company and other relevant provisions:
1、 Please refer to the notice of the general meeting of shareholders. For details, please refer to the company's publication in China Securities Journal, Shanghai Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 22, 2022 According to the time and registration method specified in the notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022015), those who do not have complete supporting documents or procedures are refused to attend the meeting.
2、 The office of the board of directors of the company is specifically responsible for all matters related to the general meeting of shareholders.
3、 The general meeting of shareholders was held by combining on-site voting and online voting.
4、 In order to ensure the seriousness of the meeting, maintain the normal order of the meeting and effectively safeguard the legitimate rights and interests of shareholders, shareholders or shareholders' agents (hereinafter referred to as "shareholders") and relevant personnel attending the meeting must arrive at the venue on time to sign in and confirm their qualifications. Shareholders who participate in online voting shall participate in voting at the specified time. 5、 Shareholders participating in the general meeting of shareholders enjoy the right to speak, question and vote according to law. At the same time, they should also fulfill their legal obligations, consciously maintain the order of the venue and respect the legitimate rights and interests of other shareholders.
6、 During the shareholders' meeting, if the shareholders prepare to speak in advance, they shall register with the office of the board of directors. If the shareholders temporarily request to speak or raise questions on relevant issues, they shall first apply to the office of the board of directors and speak with the permission of the chairman of the shareholders' meeting. Generally, the speaking time of each shareholder shall not exceed five minutes, and the amount and name of shares held shall be reported when speaking. The moderator may arrange the directors, supervisors and other senior managers of the company to answer the questions of shareholders. The moderator or designated relevant personnel have the right to refuse to answer the questions that have nothing to do with the topics of the shareholders' meeting, may disclose the company's business secrets or may damage the common interests of the company and shareholders. 7、 The on-site meeting adopts open ballot. Shareholders exercise their voting rights according to the number of voting shares they hold, and each share has one vote. When voting, the shareholders attending the meeting shall choose one of the three items of "agree", "oppose" and "abstain" under each proposal according to the requirements of the voting votes. The voting votes that are not filled in, wrongly filled in and illegible shall be deemed as "abstain".
8、 In order to ensure the seriousness of the meeting, maintain the normal order of the meeting and effectively safeguard the legitimate rights and interests of shareholders attending the meeting, the company has the right to refuse other people to enter the meeting place except shareholders, directors, supervisors, senior managers of the company, lawyers hired by the company to witness and personnel invited by the board of directors.
9、 The company employs lawyers to attend and witness the shareholders' meeting and issue legal opinions.
10、 After entering the venue, please turn off your mobile phone or mute it. Photography, recording and personal recording are declined. Please do not make any noise in the venue. The staff have the right to stop the acts that interfere with the normal order of the meeting, make trouble and infringe on the legitimate rights and interests of other shareholders, and report to the relevant departments for investigation and punishment in time.
11、 After the general meeting of shareholders, if shareholders have any questions or suggestions, please contact the office of the board of directors of the company.
Silvery Dragon Prestressed Materials Co.Ltd Tianjin(603969)
Agenda of 2021 annual general meeting of shareholders
On site meeting time: 9:30, May 12, 2022
Online voting time:
1. The voting time through the online voting system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 12, 2022; 2. The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. Venue of the on-site meeting: meeting room of the company, No. 62, Shuangjiang Road, Shuangyuan Industrial Zone, Beichen District, Tianjin host of the meeting: chairman Xie Zhifeng holding method: on-site voting and online voting agenda of the meeting: I. the host announces the opening of the meeting; II. Announce the number of on-site participants and the number of shares represented; III. introduce the attendance of directors, supervisors, senior managers, witness lawyers and other persons of the company; iv Elect vote counters and vote monitors, and read out the deliberation and voting methods of proposals. 5. Read out and consider proposals. 1 Proposal on the 2021 annual report and summary of the company 2 Proposal on the work report of the board of directors in 2021 3 Proposal on the report on the work of independent directors of the company in 2021 4 Proposal on the company's 2021 annual financial statement report 5 Proposal on the company's profit distribution plan for 2021 6 Proposal on employing the company's audit institution in 2022 7 Proposal on the company's future comprehensive credit financing business 8 Proposal on the prediction of the company's external guarantee in 2022 9 Proposal on formulating the shareholder return plan for the next three years (20222024) 10 Proposal on the work report of the board of supervisors in 202111 Proposal on Amending the articles of association and handling the corresponding industrial and commercial change registration 12 Proposal on Amending the rules of procedure of the board of directors
13. Proposal on Amending the rules of procedure of the board of supervisors 14 Proposal on Amending the rules of procedure of the general meeting of shareholders 6. Shareholders ask questions, discuss and consider the proposal of the general meeting of shareholders 7. Shareholders vote in writing 8. The on-site meeting is adjourned and the on-site voting situation is counted 9. The host reads out the on-site voting results 10. Submit the on-site voting results and summarize the final voting results of the online voting system 11. Read out the resolutions of the annual general meeting of shareholders 12 Read out the legal opinions of the annual general meeting of shareholders 13. The directors attending the meeting signed the resolutions and minutes of the general meeting of shareholders 14. The host announced the end of the annual general meeting of shareholders
Silvery Dragon Prestressed Materials Co.Ltd Tianjin(603969)
Proposal on the 2021 annual report and summary of the company, shareholders and shareholder representatives:
In accordance with the securities law, the articles of association, the Listing Rules of Shanghai Stock Exchange, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 2 - the contents and forms of annual report (revised in 2021) of China Securities Regulatory Commission, the notice on the disclosure of 2021 annual report of companies listed on the main board of Shanghai Stock Exchange and other relevant laws and regulations According to the requirements of normative documents, the board of directors of the company has prepared the annual report of the company in 2021 and the summary of the annual report of the company in 2021.
For details, see the company's disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 22, 2022 And the report documents of the legal information disclosure media designated by the company.
This proposal was deliberated and adopted at the 9th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors of the company. It is hereby submitted to all shareholders and shareholder representatives for deliberation.
Silvery Dragon Prestressed Materials Co.Ltd Tianjin(603969) proposal II of the board of directors on May 5, 2022:
Silvery Dragon Prestressed Materials Co.Ltd Tianjin(603969)
Proposal on the work report of the board of directors of the company in 2021, shareholders and shareholder representatives:
In accordance with the provisions of the company law, the articles of association, the rules of procedure of the board of directors and other relevant laws and regulations, Silvery Dragon Prestressed Materials Co.Ltd Tianjin(603969) the board of directors has prepared the annual work report of 2021. See the annex for details.
This proposal was deliberated and passed at the 9th meeting of the 4th board of directors of the company, and is hereby submitted to all shareholders and shareholder representatives for deliberation.
Appendix: work report of the board of directors in 2021
Silvery Dragon Prestressed Materials Co.Ltd Tianjin(603969) board of directors may 5, 2022
Silvery Dragon Prestressed Materials Co.Ltd Tianjin(603969)
Work report of the board of directors in 2021
Board of directors
In 2021, in strict accordance with the company law, the securities law, the guidelines for the governance of listed companies and other laws and regulations, the articles of association, the rules of procedure of the board of directors and other relevant provisions, and in the spirit of being responsible to all shareholders, the board of directors of the company earnestly performed various responsibilities entrusted by the general meeting of shareholders, resolutely implemented various resolutions of the general meeting of shareholders, solidly promoted the effective implementation of various resolutions, and continuously improved the level of corporate governance, Continuously improve the company's standardized operation ability and effectively protect the legitimate rights and interests of the company and all shareholders.
In 2021, the board of directors held five meetings in total, including one in the form of on-site meeting and four in the form of on-site and communication voting. The meeting deliberated the proposals on the regular reports of 2020 annual report, 2021 first quarter report, 2021 semi annual report and 2021 third quarter report; Deliberated the proposals on the change of accounting policies and the company's external guarantee forecast in 2021; During the reporting period, the board of directors operated normally and was able to perform procedures in accordance with the company law, the articles of association, the rules of procedure of the board of directors and other provisions. All directors fully understood the company's matters and exercised their voting rights prudently. Now the board of directors has made the following report on the work in 2021: I. basic business conditions
The company adheres to the idea of common development of prestressed steel products, rail panels for rail transit and their production and manufacturing equipment and information system industry. 2021 is a year of special importance in the process of China's modernization. It is the first year to accelerate the construction of a transportation power and the implementation of the 14th five year plan. A series of highway, railway and water conservancy projects have been started, laying a solid foundation for the company's performance growth in 2021.
During the reporting period, the company's operating revenue mainly came from prestressed steel, track slab series products and other trade, realizing an operating revenue of 3149546000 yuan, of which the prestressed steel industry realized an operating revenue of 2426252900 yuan, accounting for 77.04%, which was the main source of operating revenue of the company. The operating income of the company's Prestress industry increased by 31.09% over the same period of last year, mainly due to the company's active participation in the construction of water conservancy projects promoted by the state, so that the sales volume of PCCP pipe steel wire increased by 47.55% over the same period of last year; While maintaining the stable development of existing foreign customers such as Australia and the Middle East, the company has actively expanded the overseas markets such as Japan and South Korea, so that the overseas sales volume of the company's prestressed steel strand has increased by 29.50% over the same period of last year; At the same time, with the rise of the purchase unit price of raw materials, the sales unit price per ton of prestressed products increased by 25.61% over the same period of last year, which have become the growth point of the company's operating revenue of prestressed steel industry. The net profit attributable to the shareholders of the listed company was 1466417 million yuan, an increase of 7.37% over the same period of the previous year, mainly due to the increase of 4.36% in the sales volume of prestressed steel over the same period of the previous year, which increased the gross profit of prestressed products. During the reporting period, the company's participation in Inner Mongolia Chuo to Liaoning project, Anhui river to Huaihe project, Yunnan Jiangdi River Bridge, Yunnan lvzhijiang bridge and Sichuan Yibin port Yangtze River Bridge of South Sichuan Intercity Railway increased the company's sales of prestressed steel and contributed to the company's profit growth in 2021.
The company's track board industry layout and technology are constantly maturing and improving. During the reporting period, the state continued to issue policies related to rail transit construction and actively promoted the construction of key intercity railways, municipal and suburban railways. However, affected by the epidemic situation and other factors, the construction of high-speed railway projects started less. Under the condition of ensuring the stability of labor services provided by each track slab yard, the company continues to increase the R & D investment in supporting intelligent and automatic equipment for track slab production, and innovate product quality. At the same time, in order to ensure the full utilization of each track sector production base, the company's subway track sector market has been fully expanded. During the reporting period, the track board industry and related supporting services realized an operating revenue of 197243900 yuan, an increase of 12.22% over the same period of last year. In terms of track slab of high-speed railway, Ganzhou Shenzhen high-speed railway, Zhengzhou Jinan high-speed railway and other projects participated by the company have been successfully completed and are under construction
