Securities code: 301046 securities abbreviation: Shanghai Nenghui Technology Co.Ltd(301046) Announcement No.: 2022-016 Shanghai Nenghui Technology Co.Ltd(301046)
Announcement of resolutions of the 23rd 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 23rd Meeting of the second board of directors of Shanghai Nenghui Technology Co.Ltd(301046) (hereinafter referred to as "the company") was held on the morning of February 24, 2022 in the company's conference room by means of on-site combined communication. The notice of the meeting was sent in writing on February 14, 2022. This meeting was convened and presided over by Luo Chuankui, chairman of the company. There were 9 directors who should attend the meeting and 9 actually attended the meeting, Due to work and epidemic reasons, directors Mr. Wen Pengfei, Mr. Zhang Jianding, Mr. Yuan Junwei, Mr. Tan Yixin, Mr. Li Wanfeng and independent directors Ms. Zhang MEIXIA, Ms. Wang Fang and Mr. Liu Dunnan attended by means of communication. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of the meeting comply with the relevant provisions of the company law and the articles of association. 2、 Deliberations of the board meeting
After careful deliberation and voting, all directors present at the meeting formed the following resolutions:
1. Deliberated and adopted the proposal on the work report of the board of directors in 2021
The board of directors of the company analyzed and summarized the work in 2021. The independent directors of the company submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）The work report of the board of directors in 2021 and the work report of independent directors in 2021 disclosed.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Deliberated and passed the proposal on the work report of the general manager in 2021
The board of directors listened carefully to the 2021 general manager work report reported by the general manager, Mr. Wen Pengfei, and believed that the management represented by the general manager of the company had effectively implemented the resolutions of the general meeting of shareholders and the board of directors. The report objectively and truly reflected the main work of the management in 2021.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
3. Deliberated and adopted the proposal on the annual report of 2021 and its summary
After deliberation, the board of Directors believes that the preparation of the company's 2021 annual report and its summary comply with laws, regulations, relevant provisions of the CSRC and Shenzhen Stock Exchange, and the contents of the report truly, accurately and completely reflect the actual situation of the company, without any false records, misleading statements or major omissions.
For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Disclosed annual report of 2021 and summary of annual report of 2021.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. Deliberated and passed the proposal on the financial final accounts report of 2021
The company's financial condition and operating performance have been audited by Zhonghui Certified Public Accountants (special general partnership) and issued a standard unqualified audit report.
At the end of 2021, the total assets of the company were 1308171029.30 yuan, the total liabilities were 521209137.37 yuan, the owner's equity attributable to the company's common shareholders was 787278977.78 yuan, and the asset liability ratio was 39.84%. During the reporting period, the company's operation was stable and the level of financial risk was low.
In 2021, the company realized an operating revenue of 592686831.98 yuan, an increase of 41.28% over the same period of last year; The operating profit was 121673503.06 yuan, 16.63% year-on-year; the net profit attributable to ordinary shareholders was 104002935.83 yuan, 15.31% year-on-year.
After deliberation, the board of Directors believes that the financial statement of 2021 objectively and truly reflects the financial situation and operating results of the company in 2021.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The proposal on the company's profit distribution plan for 2021 was reviewed and approved
The company's profit distribution plan for 2021 is as follows: cash dividends of RMB 59.916 million (including tax) will be issued based on the total share capital of the company as of February 24, 2022. The undistributed profits of the current year will not be transferred to the capital stock, and the remaining profits will not be transferred to the capital stock.
For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Announcement on 2021 profit distribution plan disclosed by the company.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. Deliberated and passed the proposal on the self evaluation report on internal control in 2021
After deliberation, the board of Directors believes that the self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company's internal control system, and the company has established a relatively perfect internal control system and can effectively implement it.
For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in 2021 disclosed.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed their independent opinions on the proposal, and the sponsor Minsheng Securities Co., Ltd. has expressed its verification opinions on the proposal.
7. The proposal on the special report on the deposit and use of raised funds in 2021 was deliberated and adopted. In accordance with the requirements of the company law, the securities law, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, the Shanghai Nenghui Technology Co.Ltd(301046) raised funds management system and other laws, regulations and normative documents, The company has prepared the special report on the deposit and use of raised funds in 2021, and there is no illegal use of raised funds.
Zhonghui Certified Public Accountants (special general partnership) reviewed this report and issued the verification report on the storage and use of annual raised funds (Zhonghui kuaijin [2022] No. 0442). For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed their independent opinions on the proposal, and the sponsor Minsheng Securities Co., Ltd. has expressed its verification opinions on the proposal.
8. Deliberated and passed the proposal on renewing the appointment of accounting firms
The company plans to renew the appointment of Zhonghui Certified Public Accountants (special general partnership) as the company's audit institution in 2022. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）The announcement on renewing the appointment of accounting firms disclosed.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed their prior approval opinions and independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. Deliberated and passed the proposal on Amending the articles of association and handling the industrial and commercial change registration
The registration of the first grant of class I restricted shares of the company's restricted stock incentive plan in 2021 has been completed. The number of shares granted and registered this time is 310000, and the listing date is January 24, 2022. After the registration of this grant, the total share capital of the company has changed from 149480000 shares to 149790000 shares, and the registered capital of the company has changed from 149480000.00 yuan to 149790000.00 yuan. The newly increased registered capital has been verified by Zhonghui Certified Public Accountants (special general partnership), and the capital verification report No. [2022] 0030 was issued on January 14, 2022. According to the authorization of the fifth extraordinary general meeting of shareholders in 2021, the board of directors of the company decided to revise the relevant provisions related to the registered capital in the articles of association simultaneously.
In accordance with the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and the notice on doing a good job in the work related to the application of simple refinancing procedures for companies listed on the gem, the board of directors may request the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through simple procedures to amend the articles of association in accordance with the provisions of the articles of association.
In accordance with the relevant provisions of the guidelines for the articles of association of listed companies (revised in 2022), combined with the above registered capital and the actual situation of the company, the company modifies the relevant provisions of the articles of Association for microfinance and the above matters. The general meeting of shareholders shall be requested to authorize the board of directors to handle relevant matters such as industrial and commercial change registration. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Announcement on Amending the articles of Association disclosed by the company. The final changes shall be subject to the contents approved by the market supervision and administration department.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. The proposal on the company and its subsidiaries applying for comprehensive credit from banks and providing guarantees for subsidiaries was deliberated and adopted
In 2022, the company and its subsidiaries intend to apply to the bank for a comprehensive credit line of no more than RMB 120 million (including this amount), and provide guarantees for the wholly-owned subsidiaries Guizhou nenghui Smart Energy Technology Co., Ltd. (hereinafter referred to as "Guizhou nenghui"), Shandong shuohui Photovoltaic Technology Co., Ltd. and Shanghai nengkui New Energy Technology Co., Ltd. within the above credit line, The total amount of guarantee is expected to be no more than RMB 250 million (including this amount). The validity period of the above credit and guarantee matters shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders.
For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Announcement on the application of the company and its subsidiaries for comprehensive credit line from banks in 2022.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. The proposal on using idle self owned funds to purchase financial products was deliberated and adopted
The company plans to use idle self owned funds of no more than RMB 650 million to purchase financial products with high security and good liquidity. The investment period starts from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders.
For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Announcement on using idle self owned funds to purchase financial products disclosed.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed their independent opinions on the proposal, and the sponsor Minsheng Securities Co., Ltd. has expressed its verification opinions on the proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance was deliberated and adopted
According to the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange, and the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange According to the relevant provisions of the notice on doing a good job in the work related to the application of refinancing summary procedures for GEM listed companies, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to decide to issue shares with a total financing amount of no more than 300 million yuan and no more than 20% of the net assets at the end of the most recent year, The authorization period is from the date of adoption of the 2021 annual general meeting to the date of convening the 2022 annual general meeting. This authorization includes the following contents:
(I) type and quantity of securities issued
Issue RMB common shares (A shares) with a total financing amount of no more than 300 million yuan and no more than 20% of the net assets at the end of the most recent year to specific objects.
(II) issuance method, issuance object and placement arrangement of original shareholders
The issuance of shares adopts the method of non-public issuance to specific objects through simple procedures, and the issuance objects are legal persons, natural persons or other legal investment organizations with no more than 35 specific objects in line with the provisions of the regulatory authorities. Securities investment fund management companies, securities companies, qualified overseas investors and RMB qualified overseas institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object. If a trust company is the issuing object, it can only subscribe with its own funds. The final issuing object will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the subscription quotation and the authorization of the general meeting of shareholders. All the objects of this issuance of shares are subscribed in cash.
(III) pricing method or price range
The issuing price is not lower than the average price of the company's shares 20 trading days before the pricing benchmark date
