Shanghai Nenghui Technology Co.Ltd(301046) : work report of the board of directors in 2021

Shanghai Nenghui Technology Co.Ltd(301046)

Work report of the board of directors in 2021

In 2021, Shanghai Nenghui Technology Co.Ltd(301046) (hereinafter referred to as “the company”) was diligent and conscientious in strict accordance with the requirements of relevant laws and regulations, normative documents and the articles of association, such as the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, and the attitude of being responsible to the company and all shareholders, Earnestly perform the duties of the board of directors, earnestly implement the resolutions of the general meeting of shareholders, actively and effectively exercise the duties of the board of directors, continuously strengthen internal control management, establish and improve the modern enterprise management system, improve the level and level of execution, accelerate technological innovation and management innovation, fulfill their duties, and safeguard the rights and interests of all shareholders and the company.

The work report of the board of directors in 2021 is as follows:

1、 Operation in 2021

In 2021, the company operated in strict accordance with the annual business plan, operated steadily, and achieved an operating revenue of 592686800 yuan, an increase of 41.28% over the same period of last year; The operating profit was 121.6735 million yuan, an increase of 16.63% over the same period last year; The net profit attributable to the shareholders of the listed company was 104.029 million yuan, an increase of 15.31% over the same period last year. The main business of the company is as follows:

Year on year increase or decrease in the proportion of product classification operating revenue (yuan) in operating revenue

PV power station system integration 546807323.86 92.26% 49.87%

Garbage pyrolysis and gasification system integration 11237522.13 1.90% – 2.63%

New energy and power engineering design 6664393.73 1.12% – 53.58%

Power station operation 27894703.76 4.71% – 3.02%

Others 82888.50 0.01%

Total 592686831.98 100.00% 41.28%

2、 Work of the board of directors in 2021

(I) convening of the board meeting

In 2021, the board of directors of the company held 11 meetings. The convening and convening procedures of the meeting, the qualifications of participants, the convener and voting procedures are in line with the relevant provisions of laws, regulations and the articles of association. The convening of the board of directors is as follows:

(1) The 11th meeting of the second board of directors was held on January 15, 2021. The directors attending the meeting considered and unanimously adopted the proposal on >.

(2) The 12th meeting of the second board of directors was held on March 24, 2021. The directors attending the meeting reviewed and unanimously adopted the proposal on the audit report of the company issued by Zhonghui Certified Public Accountants (special general partnership) in recent three years, the proposal on the self-evaluation report on internal control, and the proposal on related party transactions during the reporting period Twelve proposals including the proposal on the work report of the board of directors in 2020.

(3) The 13th meeting of the second board of directors was held on April 21, 2021. The directors attending the meeting considered and unanimously adopted the proposal on reviewing the review report of the first quarter of 2021. (4) The 14th meeting of the second board of directors was held on April 30, 2021. The directors attending the meeting considered and unanimously adopted the proposal on changing the business scope of the company, the proposal on Amending the articles of Association (current), the proposal on Amending the articles of Association (Draft) applicable after the company’s initial public offering and listing on the gem Proposal on convening the first extraordinary general meeting of shareholders in 2021.

(5) The 15th meeting of the second board of directors was held on May 16, 2021. The directors attending the meeting considered and unanimously adopted the proposal on extending the validity period of the proposal on the shareholders’ meeting of the company’s application for initial public offering and listing on the gem Proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to handle specific matters related to the company’s initial public offering and listing on the gem, and proposal on requesting the convening of the second extraordinary general meeting of shareholders in 2021.

(6) The 16th meeting of the second board of directors was held on June 11, 2021. The directors attending the meeting considered and unanimously adopted the proposal on opening a special account for raised funds and authorizing the signing of a tripartite supervision agreement for raised funds and the proposal on appointing the company’s securities affairs representative.

(7) The 17th meeting of the second board of directors was held on August 26, 2021, and the participating directors deliberated and agreed

The proposal on the 2021 semi annual report and its summary and the proposal on adjusting the investment of raised funds were adopted

Proposal on the amount of raised funds to be invested in the project.

(8) The 18th meeting of the second board of directors was held on September 3, 2021. The directors attending the meeting reviewed and unanimously adopted the proposal on changing the registered capital, company type, amending the articles of association and handling the industrial and commercial change registration

Proposal on using some idle raised funds for cash management

Proposal of the third extraordinary general meeting of shareholders.

(9) The 19th meeting of the second board of directors was held on October 27, 2021. The directors attending the meeting considered and unanimously adopted the proposal on the report of the third quarter of 2021 and the proposal on the use of bank acceptance bills to pay the raised funds

Proposal on investing the funds required for the project and replacing them with the raised funds in equal amount, and proposal on the application of the company and its subsidiaries to the bank

The proposal on comprehensive credit granting and providing guarantee for subsidiaries and the proposal on convening the fourth extraordinary general meeting of shareholders in 2021

The motion notified by the meeting.

(10) The 20th meeting of the second board of directors was held on December 14, 2021. The directors attending the meeting considered and unanimously adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary《

Proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2021

The proposal of the general meeting of shareholders of the company authorizing the board of directors to handle matters related to the restricted stock incentive plan in 2021《

Proposal on the notice of convening the fifth extraordinary general meeting of shareholders in 2021.

(11) The 21st Meeting of the second board of directors was held on December 31, 2021. The directors attending the meeting deliberated and unanimously adopted the proposal on the company’s application for comprehensive credit line from the bank.

(II) convening of general meeting of shareholders

In 2021, the general meeting of shareholders of the company held 6 meetings. The convening, convening and voting procedures of the meeting were in line with relevant laws and regulations and the relevant provisions of the articles of association. The details are as follows:

Meeting date and resolution

Deliberated and adopted the proposal on the audit report of the company issued by Zhonghui Certified Public Accountants (special general partnership) in recent three years

2020 annual shareholders’ proposal, proposal of the general meeting on internal control self-evaluation report on April 15, 2021, proposal on related party transactions during the reporting period of the company

Proposal, proposal on the work report of the board of directors in 2020, proposal on the financial final accounts report in 2020

Proposal on the financial budget report of 2021

Proposal, proposal on the work report of the board of supervisors in 2020, proposal on hiring the company’s audit institution in 2021, proposal on the company’s director’s remuneration scheme in 2021 Proposal on the company’s 2021 supervisor compensation scheme and proposal on using idle self owned funds to purchase financial products

The proposal on changing the business scope of the company and the proposal on Amending the articles of Association (current) for the first time in 2021 were deliberated and adopted

Proposal on Amending the applicable after the company’s initial public offering and listing on the gem on May 15, 2021

Deliberated and adopted the proposal of the general meeting of shareholders on June 2, 2021 on extending the validity period of the proposal on the company’s application for the second temporary vote in 2021 and listing on the gem Proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to handle specific matters related to the company’s initial public offering and listing on the gem

The proposal on changing the registered capital and company type, amending the articles of Association for the third time in 2021 and handling the industrial and commercial change registration on September 22, 2021, and the proposal on using idle raised funds for cash management at the general meeting of shareholders were deliberated and adopted

Case

On November 12, 2021, the fourth interim meeting of 2021 deliberated and approved the proposal on the credit extension of the general meeting of shareholders when the company and its subsidiaries apply to the bank and provide guarantee for subsidiaries

The proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary and the proposal on the law of the general meeting of shareholders on the fifth interim meeting of the company in 2022 on December 30, 2021 Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021

(III) performance of special committees of the board of directors

The board of directors of the company has a strategy committee, an audit committee, a remuneration and assessment committee and a nomination committee

Four special committees. During the reporting period, each committee implemented detailed measures in accordance with the articles of association and each special committee

In accordance with the relevant provisions of the, faithfully and diligently perform their duties, and study professional matters for the board of directors

It provides professional reference opinions and suggestions for scientific decision-making.

In 2021, the strategy committee held one meeting, the salary and assessment committee held two meetings, and the audit committee

The board held 4 meetings.

Name and membership of the Committee date and content of the meeting

Number of discussions

Deliberating on the application of the company for the second session of the board of directors, Zhan Luo Chuankui and Wen Pengfei 1 made an initial public offering of shares on May 13, 2021 and made a public announcement in the innovation and Strategy Committee and Zhang Jianding