Securities code: 300842 securities abbreviation: Wuxi Dk Electronic Materials Co.Ltd(300842) Announcement No.: 2022-005 Wuxi Dk Electronic Materials Co.Ltd(300842)
Announcement on resolutions of the 7th Meeting of the second 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
The seventh meeting of the second board of directors of Wuxi Dk Electronic Materials Co.Ltd(300842) (hereinafter referred to as ” Wuxi Dk Electronic Materials Co.Ltd(300842) ” or “the company”) was held in the company’s conference room on January 21, 2022 by means of on-site and communication. With the unanimous consent of all directors, the board of directors exempted the notice time limit of the meeting. The meeting notice, supplementary notice and other relevant materials have been sent to all directors by e-mail and wechat on January 17, 2022 and January 19, 2022. The meeting was convened and presided over by Shi Weili, chairman of the board of directors. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting. Among them, Tang Ruide, Tang Jianrong, Yu Lixin and Qin Shu attended the meeting by means of communication, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of the board of directors comply with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other laws, regulations, normative documents and the relevant provisions of the Wuxi Dk Electronic Materials Co.Ltd(300842) articles of Association (hereinafter referred to as the “articles of association”), and the meeting is legal and effective.
2、 Deliberations of the board meeting
The directors attending the meeting fully discussed the proposals to be considered at this meeting, and deliberated and adopted the following proposals: (I) deliberated and adopted the proposal on Exempting the notice time limit of the board of directors
In accordance with the articles of association, rules of procedure of the board of directors and other relevant provisions, after deliberation and voting by the participating directors, it is agreed to waive the time limit requirements for the notice of the board of directors, and the seventh meeting of the second board of directors will be held on January 21, 2022.
Voting results: 9 in favor, 0 against and 0 abstention. Adopted by vote.
(II) deliberated and passed the proposal on confirmation of daily connected transactions in 2021 and prediction of daily connected transactions in 2022
The board of Directors believes that the estimated amount of daily connected transactions between the company and related parties in 2021 is calculated based on the upper limit of possible business according to the business needs of related parties and the needs of upstream and downstream customers, and the actual amount is determined according to the order execution and the bookkeeping amount of both parties, which is affected by changes in industrial policies, changes in market demand and other factors, With great uncertainty. There is a certain difference between the actual amount of related party transactions and the estimated amount between the company and related parties, which belongs to normal business behavior. The daily related party transactions between the company and related parties in 2021 are fair and reasonable, and the pricing is fair.
In order to meet the needs of the company’s normal production and operation in 2022, the company expects that the amount of daily related party transactions with the related party Dongguan SOTE Electronic Materials Co., Ltd. in 2022 will not exceed 60 million yuan. The daily related party transactions that the company intends to have with related parties belong to normal market business behavior. The price of related party transactions is determined through negotiation according to the market price. There is no situation that affects the independence of the company and damages the interests of shareholders of the company, especially minority shareholders.
The independent directors gave their prior approval and independent opinions on the matter. The company’s recommendation institution Everbright Securities Company Limited(601788) issued verification opinions on this matter. See details disclosed by the company on cninfo.com.cn Relevant announcements on.
Voting results: 7 in favor, 0 against and 0 abstention. Adopted by vote. Shi Weili and Tang Ruide, affiliated directors, avoided voting on this proposal.
The proposal must be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders will withdraw from voting at that time.
(III) deliberated and passed the proposal on the company’s 2022 financial derivatives trading plan
After deliberation, the board of directors agreed that the company and its subsidiaries would use their own funds to carry out foreign exchange derivatives transactions with a time point balance of no more than 2 billion yuan and silver futures contract transactions with a margin of no more than 50 million yuan in 2022 according to the needs of business development. The above transaction limit shall be valid for 12 months from the date of approval by the relevant general meeting of shareholders of the company, and can be recycled and used within the validity period. At the same time, the board of directors requests the general meeting of shareholders to authorize the chairman to exercise decision-making power within the limit and validity period and sign relevant contracts and documents; The Finance Department of the company is responsible for the specific operation and management of derivatives trading business, and the authorization is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders.
The independent directors of the company expressed their independent opinions on the matter, and the recommendation institution Everbright Securities Company Limited(601788) issued verification opinions on the matter.
See details disclosed by the company on cninfo.com.cn Relevant announcements on. Voting results: 9 in favor, 0 against and 0 abstention. Adopted by vote.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on formulating the management system for financial derivatives trading business
In order to improve corporate governance and improve the internal control mechanism of the company, the company, in accordance with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, Revise the original management system of foreign exchange derivatives trading business and hedging trading operation system of the company, and re formulate the management system of financial derivatives trading business.
See details disclosed by the company on cninfo.com.cn Financial derivatives trading business management system on.
Voting results: 9 in favor, 0 against and 0 abstention. Adopted by vote.
(V) the proposal on proposing to convene the first extraordinary general meeting of shareholders in 2022 was reviewed and passed. The board of directors agreed to convene the first extraordinary general meeting of shareholders in 2022 in the company’s conference room on Thursday, February 10, 2022.
See details disclosed by the company on cninfo.com.cn Notice on convening the first extraordinary general meeting of shareholders in 2022
Voting results: 9 in favor, 0 against and 0 abstention. Adopted by vote.
3、 Documents for future reference
1. Resolutions of the seventh meeting of the second board of directors of the company;
2. Prior approval opinions of independent directors on matters related to the seventh meeting of the second board of directors;
3. Independent opinions of independent directors on matters related to the seventh meeting of the second board of directors;
4. Verification opinions of Everbright Securities Company Limited(601788) on the prediction of daily connected transactions in Wuxi Dk Electronic Materials Co.Ltd(300842) 2022;
5. Verification opinions of Everbright Securities Company Limited(601788) on Wuxi Dk Electronic Materials Co.Ltd(300842) carrying out financial derivatives trading business.
It is hereby announced.
Wuxi Dk Electronic Materials Co.Ltd(300842) board of directors January 21, 2022
