Securities code: Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) securities abbreviation: Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) Announcement No.: 2022006 Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692)
Announcement of resolutions of the 8th meeting of the 3rd 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、 Convening of board meeting
Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) (hereinafter referred to as "the company") the notice of the eighth meeting of the third board of directors was sent out by electronic communication on February 18, 2022 and held by combining on-site voting and communication voting on February 28, 2022. The meeting of the board of directors was convened and presided over by Mr. Zhang Bozhong, chairman of the board of directors. There were 9 directors who should attend the meeting and 9 actual directors. Among them, Mr. Hu Xinquan, Mr. Jiang Yulin and Mr. Song Shijun attended the meeting and voted by means of communication. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law and other relevant laws and regulations and the articles of association.
2、 Deliberations of the board meeting
(I) deliberating and adopting the work report of the board of directors in 2021
See Section III "management discussion and analysis" and Section IV "corporate governance" of the company's 2021 annual report for details of the work report of the board of directors in 2021.
Mr. Jiang Yulin, Mr. Song Shijun, Mr. Gan Fuxing, Mr. Ma yingsan and Mr. Li Dong, the independent directors of the company in 2021, submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the annual general meeting of shareholders of the company in 2021. The specific contents of the report on the work of independent directors are disclosed on cninfo.com.cn on the same day Relevant announcements.
The voting result is: 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.
(II) review and approve the work report of the general manager in 2021
The board of directors of the company listened to the work report of the general manager in 2021 made by Ms. song Yonglian, the general manager. After careful discussion and deliberation by the directors attending the meeting, it is considered that the management of the company in 2021 effectively implemented the resolutions of the general meeting of shareholders and the board of directors and the company's management systems, and better completed the business objectives in 2021.
The voting result is: 9 in favor, 0 against and 0 abstention.
(III) deliberating and adopting the 2021 annual report and its summary
After deliberation, the board of Directors believes that the preparation procedure, content and format of the company's annual report 2021 and its summary comply with the provisions of relevant documents; The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
Details are disclosed on cninfo.com.cn on the same day The "2021 annual report" and "2021 annual report summary" of the company, and the company's "indicative announcement on the disclosure of 2021 annual report and summary" were also published in Shanghai Securities News, securities times and cninfo (www.cn. Info. Com. CN.) on March 2, 2022.
The voting result is: 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) deliberating and adopting the financial final accounts report of 2021
Deliberated and adopted the financial final accounts report of 2021.
Details are disclosed on cninfo.com.cn on the same day Relevant contents of section X "financial report" of annual report 2021.
The voting result is: 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.
(V) review and approve the profit distribution plan for 2021
After deliberation, the board of Directors believes that the company's profit distribution plan for 2021 complies with the relevant provisions on dividends in the company law, the securities law and the articles of association, the company's shareholders' long-term return plan and relevant commitments, the dividend distribution policy, and the profit distribution plan for 2021 is legitimate, compliant and reasonable.
The independent directors expressed their independent opinions. Details are disclosed on cninfo.com.cn on the same day Relevant announcements.
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.
(VI) deliberated and passed the proposal on Amending the articles of Association
In accordance with the relevant provisions of the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules and other laws and regulations, and in combination with the actual situation of the company, revise some provisions of the articles of association, and submit to the general meeting of shareholders to authorize the board of directors to handle the industrial and commercial change registration procedures.
The revised articles of association and its revised comparison table are disclosed on cninfo.com.cn on the same day Relevant announcements.
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.
(VII) review and approve the special report on the annual storage and use of raised funds
In 2021, the company deposited and used the funds raised by non-public offering in strict accordance with relevant laws, regulations, normative documents and the relevant provisions of the company's management system for raised funds, in line with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. The special report of the board of directors on the annual storage and use of raised funds truthfully, accurately and completely disclosed the storage and use of the company's raised funds, and the company faithfully fulfilled its obligation to disclose the investment direction and progress of the raised funds.
The independent directors gave their independent opinions, the auditor Rongcheng Certified Public Accountants (special general partnership) issued the assurance report, and the sponsor Haitong Securities Company Limited(600837) issued the special verification opinions. Details are disclosed on cninfo.com.cn on the same day Relevant announcements.
The voting result is: 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) review and approve the 2021 internal control self-evaluation report
The self evaluation report on internal control in 2021 objectively and truly reflects the implementation of the company's internal control in 2021, and believes that the company has no major defects in internal control over financial reporting, and no major defects in internal control over non-financial reporting are found.
The independent directors gave their independent opinions, the auditor Rongcheng Certified Public Accountants (special general partnership) issued the assurance report, and the sponsor Haitong Securities Company Limited(600837) issued the special verification opinions. Details are disclosed on cninfo.com.cn on the same day Relevant announcements.
The voting result is: 9 in favor, 0 against and 0 abstention.
(IX) review and approve the corporate social responsibility report in 2021
After careful discussion and deliberation by the participating directors, the 2021 corporate social responsibility report was adopted.
Details are disclosed on cninfo.com.cn on the same day Relevant announcements. The voting result is: 9 in favor, 0 against and 0 abstention.
(x) deliberated and passed the proposal on the renewal of the company's audit institution in 2022
After careful discussion and deliberation by the directors attending the meeting, the board of directors agreed to renew the appointment of Rongcheng Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, and authorized the management to determine its annual audit fee for one year according to the specific workload and market price level of 2022 audit.
The independent directors gave their prior approval opinions and agreed independent opinions. Details are disclosed on cninfo.com.cn on the same day Relevant announcements.
The voting result is: 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） Deliberated and passed the proposal on changes in accounting policies
The company's implementation of the notice on printing and distributing the interpretation of accounting standards for Business Enterprises No. 14 (CAI Kuai [2021] No. 1) is carried out in accordance with the relevant documents of the Ministry of finance, in line with the provisions of relevant laws, regulations and accounting standards for business enterprises. After the implementation of the changed accounting policies, the company's financial status and operating results can be reflected objectively and fairly, It does not involve retroactive adjustment of previous years and will not have a significant impact on the company's financial status, operating results and cash flow. There is no damage to the interests of the company and minority shareholders.
The independent directors expressed their independent opinions. Details are disclosed on cninfo.com.cn on the same day Relevant announcements.
The voting result is: 9 in favor, 0 against and 0 abstention.
After careful discussion and deliberation, the directors attending the meeting agreed to nominate Mr. Wang Wei as a candidate for non independent director of the third board of directors of the company, with a term of office from the date of deliberation and approval by the company's 2021 annual general meeting to the date of expiration of the term of office of the third board of directors. Mr. Wang Wei does not receive the director's salary during his term of office, but receives the post salary according to his post.
The independent directors gave their prior approval opinions and agreed independent opinions. Details are disclosed on cninfo.com.cn on the same day Relevant announcements.
The voting result is: 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.
（13） The proposal on nominating candidates for independent directors of the third board of directors and adjusting members of relevant special committees was deliberated and adopted
After careful discussion and deliberation, the directors attending the meeting agreed to nominate Ms. Yao Yunxia as the candidate for independent director of the third board of directors of the company and Mr. Jiang Yongqiang as the candidate for independent director of the third board of directors of the company. The term of office starts from the date of deliberation and approval of the 2021 annual general meeting of shareholders of the company to the date of expiration of the term of office of the third board of directors. The allowance standard of Ms. Yao Yunxia and Mr. Jiang Yongqiang is consistent with that of other independent directors of the third board of directors, that is, they receive a director's allowance of 60000 yuan (before tax) / year during their tenure. After the above independent director nomination is deliberated and approved by the general meeting of shareholders of the company, the composition of relevant special committees of the board of directors of the company shall be adjusted accordingly.
The independent directors gave their prior approval opinions and agreed independent opinions. Details are disclosed on cninfo.com.cn on the same day Relevant announcements.
The directors present at the meeting voted on the above candidates separately, and the voting results are as follows:
13.01 nominate Ms. Yao Yunxia as the candidate for independent director of the third board of directors
The voting result is: 9 in favor, 0 against and 0 abstention.
13.02 nominate Mr. Jiang Yongqiang as the candidate for independent director of the third board of directors
The voting result is: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and the cumulative voting system shall be adopted to vote the candidates separately. Candidates for independent directors shall be reported to Shenzhen stock exchange for filing and approval, and can be submitted to the general meeting of shareholders of the company for deliberation only after there is no objection.
（14） Deliberated and passed the proposal on the appointment of the company's chief financial officer
Upon the nomination of the general manager of the company and the qualification review of the nomination committee of the third session of the board of directors, the board of directors of the company agreed to appoint Mr. Wang Wei as the chief financial officer of the company. The term of office starts from the date of deliberation and approval of the current board of directors to the date of expiration of the third session of the board of directors, and the salary shall be implemented according to his position.
The independent directors expressed their independent opinions. Details are disclosed on cninfo.com.cn on the same day Relevant announcements.
The voting result is: 9 in favor, 0 against and 0 abstention.
（15） Through deliberation and approval of the proposal on the company and its subsidiaries accepting loans from major shareholders and related party transactions, it is agreed that the company and its subsidiaries within the scope of the company's consolidated statements accept loans from Anhui Zhongchen Investment Holding Co., Ltd. and its subsidiaries, and authorize the company's management to handle loans and sign relevant documents.
The independent directors issued their prior approval opinions and agreed independent opinions, and the sponsor Haitong Securities Company Limited(600837) Co., Ltd. issued special verification opinions. Details are disclosed on cninfo.com.cn on the same day Relevant announcements.
The voting result is: 7 in favor, 0 against and 0 abstention. Related directors Mr. Zhang Bozhong and Mr. Zhang Boxiong abstained from voting.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（16） Deliberated and passed the proposal on the prediction of daily connected transactions in 2022
After careful discussion and deliberation by the directors attending the meeting, the board of directors agreed on the expected daily related party transactions of the company and its subsidiaries in 2022. During the daily operation of the company, the actual related party transactions are adjusted timely according to the market demand and changes, business planning, etc., so there may be some differences between the estimated amount and the actual situation.
The independent directors issued their prior approval opinions and agreed independent opinions, and the sponsor Haitong Securities Company Limited(600837) Co., Ltd. issued special verification opinions. For details, see
