Securities code: 300712 securities abbreviation: Fujian Yongfu Power Engineering Co.Ltd(300712) Announcement No.: 2021-128 Fujian Yongfu Power Engineering Co.Ltd(300712)
Announcement of resolutions of the second meeting of the third 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
Fujian Yongfu Power Engineering Co.Ltd(300712) (hereinafter referred to as “the company”) issued a notice on convening the second meeting of the third board of directors by e-mail on December 9, 2021. The meeting was held by on-site and communication voting in the company’s 1908 conference room at 9:30 on December 14, 2021. 9 directors should attend the meeting, and 9 actually attended the meeting (among them, 8 directors attended the meeting on site and 1 director attended by correspondence). All supervisors and senior managers of the company attended the meeting as nonvoting delegates, and the meeting was presided over by Lin Yiwen, chairman of the company. The meeting was held in accordance with the company law of the people’s Republic of China and other relevant laws, administrative laws and regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
1. Considered and adopted the revised
<公司章程>
Proposal for
The directors attending the meeting carefully reviewed the revision of the articles of association and believed that the revision of the articles of association met the requirements of the company law of the people’s Republic of China and other laws, regulations, rules and normative documents. At the same time, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the registration of business scope change and the filing of the articles of association with the industrial and commercial registration authority, and authorize the board of directors and its authorized personnel to follow the approval opinions or requirements put forward by the industrial and commercial registration authority or other relevant government departments in the process of handling the relevant approval, filing and registration procedures, Adjust the articles of association and other matters accordingly.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）Disclosed articles of association and related announcements.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the tenth extraordinary general meeting of shareholders in 2021 for deliberation and voting by special resolution.
2. Considered and adopted the revised
<信息披露事务管理制度>
Proposal for
After deliberation by the board of directors, it is agreed that the company will revise the information disclosure management system in accordance with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, and in combination with the actual situation of the company.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）Information disclosure management system.
Voting results: 9 in favor, 0 against and 0 abstention.
3. Considered and adopted the revised
<对外担保决策制度>
Proposal for
After deliberation by the board of directors, it is agreed that the company will revise the external guarantee decision-making system in accordance with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, and in combination with the actual situation of the company. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）Foreign guarantee decision-making system disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the tenth extraordinary general meeting of shareholders of the company in 2021 for deliberation.
4. Considered and adopted the revised
<关联交易管理制度>
Proposal for
After deliberation by the board of directors, it is agreed that the company will revise the related party transaction management system in accordance with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, and in combination with the actual situation of the company. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）Disclosed related party transaction management system.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the tenth extraordinary general meeting of shareholders of the company in 2021 for deliberation.
5. Considered and adopted the revised
<募集资金管理制度>
Proposal for
After deliberation by the board of directors, it is agreed that the company will revise the raised funds management system in accordance with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, and in combination with the actual situation of the company.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）Management system for raised funds disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the tenth extraordinary general meeting of shareholders of the company in 2021 for deliberation.
6. Considered and adopted the revised
<投资者关系管理办法>
Proposal for
After deliberation by the board of directors, it is agreed that the company will revise the investor relations management measures in accordance with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, and in combination with the actual situation of the company.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）The measures for the administration of investor relations disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
7. Considered and adopted the revised
<媒体采访和投资者调研接待管理办法>
After deliberation by the board of directors, it is agreed that the company will revise the administrative measures for media interview and investor research reception in accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association and in combination with the actual situation of the company.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）Management measures for media interview and investor research reception disclosed by the company.
Voting results: 9 in favor, 0 against and 0 abstention.
8. Considered and adopted the revised
<股东大会议事规则>
Proposal for
After deliberation by the board of directors, it is agreed that the company will revise the rules of procedure of the general meeting of shareholders in accordance with the Listing Rules of gem shares of Shenzhen Stock Exchange, the articles of association and other relevant provisions, and in combination with the actual situation of the company. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）Disclosed 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 tenth extraordinary general meeting of shareholders of the company in 2021 for deliberation.
9. Considered and adopted the revised
<董事会议事规则>
Proposal for
After deliberation by the board of directors, it is agreed that the company will revise the rules of procedure of the board of directors in accordance with the Listing Rules of gem shares of Shenzhen Stock Exchange, the articles of association and other relevant provisions, and in combination with the actual situation of the company. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）Disclosed rules of procedure of the board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the tenth extraordinary general meeting of shareholders of the company in 2021 for deliberation.
10. Considered and adopted the revised
<独立董事工作细则>
Proposal for
After deliberation by the board of directors, it is agreed that the company will revise the working rules for independent directors in accordance with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, and in combination with the actual situation of the company. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）Detailed rules for the work of independent directors disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the tenth extraordinary general meeting of shareholders of the company in 2021 for deliberation.
11. Considered and adopted the revised
<总经理工作细则>
Proposal for
After deliberation by the board of directors, it is agreed that the company will revise the detailed rules for the work of the general manager in accordance with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, and in combination with the actual situation of the company. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）Disclosed general manager’s working rules.
Voting results: 9 in favor, 0 against and 0 abstention.
12. The proposal on renewing the appointment of accounting firms was deliberated and adopted
Since the cooperation contract between Lixin Certified Public Accountants (special general partnership) and the company is about to expire, in order to ensure the continuity of audit work, it is proposed to continue to employ Lixin Certified Public Accountants (special general partnership) as the audit institution of the company’s 2021 financial report for one year from the date of approval by the general meeting of shareholders, and the audit fee is RMB 1.05 million.
At the same time, the independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on this proposal. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）The announcement on the proposed renewal of accounting firm disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the tenth extraordinary general meeting of shareholders of the company in 2021 for deliberation.
13. The proposal on changes in accounting estimates was considered and adopted
After deliberation, the board of directors of the company believes that this change in accounting estimates is in line with the actual situation of the company, can more objectively and fairly reflect the financial status and operating results of the company, and is in line with the interests of the company and all shareholders. At the same time, the independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）Announcement on changes in accounting estimates disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
14. The proposal on convening the tenth extraordinary general meeting of shareholders in 2021 was reviewed and adopted. After deliberation by the board of directors, it was agreed that the company would convene the tenth extraordinary general meeting of shareholders in 2021 on Thursday, December 30, 2021.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）Notice on convening the 10th extraordinary general meeting of shareholders in 2021 disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Fujian Yongfu Power Engineering Co.Ltd(300712) resolution of the second meeting of the third board of directors;
2. Prior approval opinions of independent directors on matters related to the second meeting of the third board of directors;
3. Independent opinions of independent directors on matters related to the second meeting of the third board of directors;
It is hereby announced.
Fujian Yongfu Power Engineering Co.Ltd(300712) board of directors December 14, 2021
