Donglai coating technology (Shanghai) Co., Ltd
Materials of 2021 annual general meeting
（ Donglai Coating Technology(Shanghai) Co.Ltd(688129) ）
May 2022
catalogue
Notes to the 2021 annual general meeting of shareholders 3 agenda of the annual general meeting of shareholders in 2001 5 proposal of the annual general meeting of shareholders in 2001 7 proposal 1 proposal on the work report of the board of directors of the company in 2021 7 proposal 2 proposal on the work report of the board of supervisors of the company in 202116 proposal 3 proposal on the company’s 2021 annual financial settlement plan 21 proposal 4 proposal on the company’s profit distribution plan for 202123 proposal V proposal on the company’s 2021 annual report and summary 24 motion 6: proposal on re employment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company 25 proposal 7 proposal on the remuneration of directors of the company in 202226 proposal 8 proposal on the remuneration of supervisors of the company in 2022 twenty-seven
Annex I work report of independent directors of Donglai coating technology (Shanghai) Co., Ltd. in 2021 twenty-eight
Notes to the 2021 annual general meeting of shareholders
In order to safeguard the legitimate rights and interests of all shareholders of Donglai coating technology (Shanghai) Co., Ltd. (hereinafter referred to as “the company”), ensure the normal order and efficiency of the shareholders’ meeting and ensure the smooth progress of the meeting, According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules for the general meeting of shareholders of listed companies issued by the China Securities Regulatory Commission, the articles of association of Donglai coating technology (Shanghai) Co., Ltd. (hereinafter referred to as the “articles of association”), and Donglai coating technology (Shanghai) According to the relevant provisions of the rules of procedure for the general meeting of shareholders of a joint stock limited company, the instructions for this meeting are hereby formulated as follows: 1. The meeting is held in accordance with the laws, regulations, relevant provisions, the articles of association and the rules of procedure for the general meeting of shareholders. Participants are invited to consciously maintain the order of the meeting and prevent misconduct from affecting the legitimate rights and interests of other shareholders.
2、 Shareholders (or shareholders’ agents) participating in the meeting shall go through the meeting registration procedures and related matters in a timely and comprehensive manner in strict accordance with the meeting registration method recorded in the notice of the meeting.
3、 Shareholders (or shareholders’ agents) attending the general meeting enjoy the right to speak, question, vote and other rights according to law, but the company shall uniformly arrange to speak and answer. For questions that may reveal the company’s trade secrets or insider information and damage the common interests of the company and shareholders, the presiding officer or relevant personnel designated by him or her have the right to refuse to answer.
4、 Shareholders (or their agents) attending the meeting who request to speak at the meeting shall register with the company on the registration date of attending the meeting or when signing in for the meeting. If there are more than ten shareholders, the top ten shareholders with more shares shall be arranged first, and the order of speaking shall also be the one with more shares.
5、 If a shareholder (or shareholder’s agent) temporarily requests to speak during the meeting, he can speak only with the permission of the chairman of the meeting.
6、 In principle, each shareholder (or shareholder’s agent) shall not speak more than twice, and each speech shall not exceed five minutes.
7、 Where a shareholder (or shareholder’s agent) raises questions on relevant issues, it shall register with the company on the registration date of attending the meeting or when signing in at the meeting. The directors and senior managers of the company shall answer carefully and pertinently.
8、 After the shareholders (or their agents) have finished their speeches related to the meeting, the chairman of the meeting can announce the voting of the meeting.
9、 Before voting at the meeting, the registration of the meeting shall be terminated, and the chairman of the meeting shall announce the number of shareholders (or shareholders’ agents) attending the meeting and the total number of voting shares held.
10、 Shareholders (or their agents) attending the general meeting of shareholders shall earnestly perform their legal obligations, and shall not infringe upon the rights and interests of other shareholders or disturb the order of the general meeting.
11、 In order to safeguard the interests of other shareholders and treat all shareholders equally, the company will not issue any form of gifts to shareholders (or shareholders’ agents) participating in the meeting, and will not be responsible for arranging the accommodation of shareholders participating in the general meeting of shareholders. The expenses incurred by shareholders attending the general meeting of shareholders shall be borne by the shareholders themselves.
12、 All participants are requested to turn off their mobile phones or adjust them to the vibration state during the meeting, and refuse any recording, photographing and video recording of the meeting without the written permission of the company.
13、 Special note: during the prevention and control of covid-19 pneumonia epidemic, in order to effectively reduce personnel gathering, protect the health of investors and reduce the risk of epidemic transmission, the company encourages investors to give priority to participating in the general meeting of shareholders by online voting through the online voting system of Shanghai Stock Exchange. Shareholders and shareholders’ representatives who really need to attend the meeting on site, please prepare nucleic acid negative report, health code, travel code and other health certificates within 48 hours, bring their own masks, and cooperate with the meeting to measure their body temperature on site.
Agenda of 2021 annual general meeting of shareholders
1、 Meeting time, place and voting method
(I) meeting time: 13:30 PM, May 30, 2022
(II) meeting place: meeting room of the company, No. 1221, Xinhe Road, Jiading Industrial Zone, Shanghai (III) voting method: combination of on-site voting and online voting (IV) online voting system, start and end date and voting time
Online voting system: online voting system of Shanghai Stock Exchange
Starting and ending time of online voting: from May 30, 2022 to May 30, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. 2、 Convening of the meeting (I) convening of the meeting: Board of directors of Donglai coating technology (Shanghai) Co., Ltd. (II) meeting host: Chairman Zhu Zhongmin III. meeting agenda (I) participants sign in, receive meeting materials, and shareholders register their statements (II) the host announces the beginning of the meeting, reports the number of shareholders attending the on-site meeting and the number of voting rights held, and introduces the on-site meeting participants Non voting participants (III) the host read out the instructions to the general meeting of shareholders (IV) elected vote counting and scrutinizing representatives (V) deliberated the proposals of the meeting item by item
Name of proposal
1. Proposal on the work report of the board of directors of the company in 2021
2. Proposal on the work report of the board of supervisors in 2021
3. Proposal on the company’s 2021 annual financial settlement plan
4. Proposal on the company’s profit distribution plan for 2021
5. Proposal on the 2021 annual report and summary of the company
6. Proposal on reappointment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company
7. Proposal on Directors’ remuneration of the company in 2022
8. Proposal on the remuneration of supervisors of the company in 2022
(VI) listen to the work report of independent directors in 2021 (VII) speeches, questions and answers of shareholders and shareholders’ agents present at the meeting (VIII) voting on various proposals by shareholders and shareholders’ agents present at the meeting (IX) adjourn the meeting, count the on-site voting results (x) resume the meeting, The moderator reads out the on-site voting results (XI) the moderator reads out the resolutions of the general meeting of shareholders (XII) the witness lawyer reads out the legal opinions (XIII) signs the documents of the general meeting of shareholders (XIV) the moderator announces the end of the meeting
Proposal of 2021 annual general meeting of shareholders
Proposal 1 proposal on the work report of the board of directors of the company in 2021
Shareholders and shareholder representatives:
In 2021, in accordance with the company law, the securities law, other laws, regulations and the articles of association, the board of directors of the company earnestly implemented the resolutions adopted by the general meeting of shareholders, performed their duties diligently, and performed various duties entrusted to the board of directors by the company and shareholders.
The following is the report on the deliberation of the proposal on the work report of the board of directors of the company in 2021. Please review: I. The overall operation of the company in 2021
In 2021, the impact of covid-19 epidemic on the economy gradually decreased, the automotive after-sales repair coating and new car interior and exterior decoration coating industry recovered, and the demand for products and services in downstream application fields increased normally. The company achieved an operating revenue of 4936984 million yuan, an increase of 21.01% year-on-year; The net profit attributable to the owners of the parent company was 939262 million yuan, a year-on-year increase of 19.88%. As of December 31, 2021, the total assets of the company were 9981795 million yuan, an increase of 12.63% over the end of the same period of the previous year. 2、 Summary of daily work of the board of directors
In strict accordance with the requirements of the company law, the securities law, the guidelines for the governance of listed companies and relevant laws and regulations of the CSRC and Shanghai Stock Exchange, the company has strengthened information disclosure, established and improved internal control system, standardized the company’s operation, and continuously improved the level of corporate governance and the transparency of information disclosure. All directors of the company are conscientious and diligent, pay attention to the company’s operation and management information, financial situation and major issues, deeply discuss various proposals submitted to the board of directors for deliberation, and fully consider the interests and demands of minority shareholders when making decisions, which effectively enhances the scientificity of the board of directors’ decision-making.
(I) convening of the board meeting
During the reporting period, the board of directors of the company held 8 meetings, and the notice, convening, proposal, deliberation, voting and recording of the meeting of the board of directors were in line with relevant regulations. The details are as follows:
Meeting date and resolution
The second board of directors on April 8, 2021 1 1 Review the proposal on the work report of the board of directors in 2020
Four meetings 2 Deliberating the proposal on the company’s 2020 financial settlement plan
3. Review the proposal on the company’s 2021 annual business plan
4. Review the proposal on the company’s profit distribution plan in 2020
5. Review the proposal on the company’s 2020 annual report and summary
6. Review the proposal on re employment of Lixin Certified Public Accountants (special general partnership) as the company’s audit institution
7. Review the proposal on Directors’ remuneration of the company in 2021
8. Review the proposal on the remuneration of senior managers of the company in 2021 9 Review the proposal on the special report on the deposit and actual use of the company’s raised funds in 2020
10. Review the proposal on the performance report of the audit committee of the board of directors in 2020
11. Review the proposal on the report of independent directors of the company in 202012 Deliberating the proposal on the work report of the general manager of the company in 2020
All proposals were considered and passed, and there was no veto.
The second session of the board of directors on April 28, 2021 1 1 Review the proposal on the company’s report for the first quarter of 2021
Fifth meeting 2 Deliberation on the proposal on nominating Ms. Zou Jintang as a non independent director of the company 3 Deliberating the proposal on appointing the Secretary of the board of directors of the company
All proposals were considered and passed, and there was no veto.
The second session of the board of directors on July 13, 2021 1 1 Deliberating the proposal of the sixth session of the Legislative Council on nominating Mr. Wang Jiansheng as the candidate for independent director of the company
2. Review the proposal on the appointment of the company’s chief financial officer and Deputy General Manager
