Securities code: 688021 securities abbreviation: Aofu Environmental Technology Co.Ltd(688021) Announcement No.: 2022-014 Aofu Environmental Technology Co.Ltd(688021)
Announcement of resolutions of the 9th meeting of the 3rd board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law. 1、 Meetings of the board of directors
The ninth meeting of the third board of directors of Aofu Environmental Technology Co.Ltd(688021) (hereinafter referred to as "the company") was held at 9:30 a.m. on February 24, 2022 by on-site combined communication, and the meeting notice was delivered by mail on February 14, 2022. 9 directors (including 3 independent directors) should attend the meeting, and 9 actually attended. The meeting was presided over by the chairman, Mr. Pan Jiqing, and some supervisors and senior managers attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law and other laws and regulations and the articles of association, and are legal and effective.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the work report of the general manager of the company in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
(II) deliberated and passed the proposal on the work report of the board of directors in 2021
In strict accordance with relevant laws and regulations, normative documents and the company's system, the board of directors of the company earnestly performed the responsibilities entrusted by the general meeting of shareholders, standardized operation and scientific decision-making, promoted the sustainable, healthy and stable development of the company and safeguarded the legitimate rights and interests of the company and shareholders.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on the work report of independent directors in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) deliberated and adopted the proposal on the 2021 annual performance report of the audit committee
Voting results: 9 in favor, 0 against and 0 abstention.
(V) the proposal on the special report on the deposit and use of raised funds in 2021 was deliberated and adopted. The voting results: 9 votes in favor, 0 votes against and 0 abstentions.
(VI) deliberated and passed the proposal on the internal control evaluation report in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
(VII) deliberating and passing the proposal on annual report and summary of 2021
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VIII) deliberated and passed the proposal on the company's 2021 financial final account report and 2022 financial budget report
In 2021, the company realized an operating revenue of 396012700 yuan, an increase of 26.06% over the same period of last year; The total profit was 68.675 million yuan, a decrease of 19.35% over the same period last year; The net profit attributable to the shareholders of the listed company was 65.8252 million yuan, a decrease of 17.74% over the same period last year.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IX) deliberated and passed the proposal on profit distribution of the company in 2021
The profit distribution plan is as follows: it is proposed to distribute a cash dividend of 2.6 yuan (including tax) for every 10 shares to all shareholders of the company. No capital reserve will be converted into share capital and no bonus shares will be given. As of December 31, 2021, the total share capital of the company was 77283584 shares. Based on this calculation, the total cash dividend distributed was 20093731.84 yuan (including tax), and the proportion of cash dividend of the company in this year was 30.53%.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) the proposal on the remuneration of the company's directors in 2022 was deliberated and adopted
The remuneration scheme formulated by the company complies with relevant laws and regulations and the company's regulations, comprehensively considers the actual situation and operating results of the company, and is conducive to continuously improving the directors' sense of responsibility, being more diligent and responsible, undertaking corresponding responsibilities and performing due obligations, which is conducive to the long-term development of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（11） The proposal on the remuneration of senior managers of the company in 2022 was deliberated and adopted
The remuneration plan formulated by the company complies with relevant laws and regulations and the company's regulations, comprehensively considers the actual situation and operating results of the company, and is conducive to continuously improve the responsibility consciousness of the company's senior managers, be more diligent and responsible, assume corresponding responsibilities and fulfill due obligations, and is conducive to the long-term development of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
（12） The proposal on using idle raised funds to supplement working capital was deliberated and adopted
The company decides to use the temporarily idle raised funds of no more than 30 million yuan to supplement the working capital, which is conducive to solving the company's temporary working capital demand and improving the use efficiency of the raised funds. There is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders.
Voting results: 9 in favor, 0 against and 0 abstention.
（13） Deliberated and passed the proposal on the estimated connected transactions of the company in 2022
For the daily production and operation needs of the company, the price is priced according to the market price. It is estimated that the amount of related party transactions of the company to some related parties in 2022 will be 6.3 million yuan, including 800000 yuan for material procurement and 5.5 million yuan for warehousing and logistics. The above connected transactions comply with the principle of "fairness, impartiality and fairness", the relevant laws and regulations, the articles of association, the management system of connected transactions and other relevant provisions, and the interests of the company and all shareholders. The related parties have followed the principle of fair and standardized treatment, and there is no behavior damaging the interests of minority shareholders of the company.
Voting results: 6 in favor, 0 against and 0 abstention.
（14） Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
Agree to renew the appointment of Rongcheng Certified Public Accountants (special general partnership) as the company's audit institution in 2022. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（15） Deliberated and passed the proposal on adjusting the company's organizational structure
Voting results: 9 in favor, 0 against and 0 abstention.
（16） The proposal on Amending the company's shares held by directors, supervisors and senior managers and their change management system was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
（17） The proposal on Revising the working system of independent directors was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（18） The proposal on Amending the management system of raised funds was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（19） Deliberated and adopted the proposal on Amending the rules of procedure of the general meeting of shareholders
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（20） Deliberated and passed the proposal on Amending the articles of Association
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（21） The proposal on Amending the registration system for insiders of inside information was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
（22） The proposal on formulating a voluntary information disclosure management system was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
（23） The proposal on Amending the working rules of the audit committee of the board of directors was considered and adopted. The voting results: 9 votes in favor, 0 against and 0 abstention.
（24） Deliberated and adopted the proposal on Revising the foreign investment management system
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（25） Deliberated and adopted the proposal on formulating the management system for external donations
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（26） The proposal on purchasing liability insurance for the company and its directors, supervisors and senior officers was deliberated and adopted
All directors avoided voting and directly submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（27） The proposal that the subsidiary intends to sign an investment agreement with the Management Committee of Bengbu Economic Development Zone was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（28） Deliberated and passed the proposal on the change of accounting policies of the company
Voting results: 9 in favor, 0 against and 0 abstention.
（29） The proposal on adjusting the investment amount and internal investment structure of some raised investment projects was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（30） The proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（31） The proposal on proposing to convene the 2021 annual general meeting of shareholders was deliberated and adopted
The company will hold the 2021 annual general meeting of shareholders on March 21, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Aofu Environmental Technology Co.Ltd(688021) board of directors February 26, 2022
