Securities code: Shandong Yabo Technology Co.Ltd(002323) securities abbreviation: ST Yabo Announcement No.: 2022017 Shandong Yabo Technology Co.Ltd(002323)
Announcement of resolutions of the 15th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Shandong Yabo Technology Co.Ltd(002323) (hereinafter referred to as “the company”) the notice of the 15th meeting of the 5th board of directors was sent by email, fax and SMS on February 9, 2022, and confirmed by telephone. The meeting was held at 10:00 on March 3, 2022 in the company’s conference room in the form of on-site combined communication. The meeting was presided over by the chairman, Mr. Tang Jiyong. The meeting was held in accordance with the relevant provisions of the company law and the articles of association and was legal and effective. The directors attending the meeting deliberated and voted on the proposal and formed the following resolutions.
2、 Deliberations of the board meeting
(I) deliberated and adopted the work report of the board of directors in 2021;
Voting results: 9 in favor, 0 against and 0 abstention.
For details of the work report of the board of directors in 2021, please refer to the “section III discussion and analysis of operation” of the full text of the company’s 2021 annual report. For the full text of the 2021 annual report, please refer to cninfo.com.cn on March 5, 2021.
The independent directors of the company submitted the 2021 annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. For the full text of the report, see http://www.cn.info.com.cn.cn on March 5, 2022.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(II) reviewed and approved the 2021 general manager’s work report;
Voting results: 9 in favor, 0 against and 0 abstention.
(III) deliberated and adopted the full text and summary of the 2021 annual report;
Voting results: 9 in favor, 0 against and 0 abstention.
The summary of 2021 annual report was published on the same day in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.). For the full text of the 2021 annual report, please refer to cninfo.com.cn on March 5, 2022.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(IV) deliberated and adopted the financial final accounts report of 2021;
Voting results: 9 in favor, 0 against and 0 abstention.
For details of the financial statement report of 2021, see http://www.cn.info.com.cn.cn on March 5, 2022.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(V) reviewed and approved the profit distribution plan for 2021;
The board of directors of the company believes that the 2021 profit distribution plan comprehensively considers the company’s daily business activities, matches the company’s business performance and strategic development plan, conforms to the actual situation of the company and is conducive to the sustainable development of the company. After deliberation, the members of the board of directors unanimously agreed to the 2021 profit distribution plan, which will not distribute cash dividends, bonus shares or increase the share capital with the accumulation fund.
Voting results: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal. See http://www.cn.info.com.cn.cn on March 5, 2022 for details of the special instructions on no profit distribution in 2021.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(VI) deliberated and adopted the self-evaluation report on internal control in 2021;
Voting results: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal. See cninfo.com.cn on March 5, 2022 for details of self-evaluation report on internal control in 2021.
(VII) reviewed and approved the self inspection form for the implementation of internal control rules in 2021;
Voting results: 9 in favor, 0 against and 0 abstention.
See the self inspection form for the implementation of internal control rules in 2021 on cninfo.com.cn on March 5, 2022.
(VIII) deliberated and passed the proposal on supplementary confirmation of daily connected transactions in 2021 and daily connected transactions expected in 2022;
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Independent directors have expressed their prior approval opinions and independent opinions on this proposal.
For details, please refer to China Securities News, securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) published on the same day Announcement on supplementary confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022 (2022019).
(IX) deliberated and passed the proposal on confirming the results of executive compensation in 2021;
For details, please refer to Section IV “remuneration of directors, supervisors and senior managers” of the full text of the 2021 annual report.
Voting results: 9 in favor, 0 against and 0 abstention.
For the independent opinions agreed by the independent directors of the company, see http://www.cn.info.com.cn on March 5, 2021.
(x) deliberated and passed the proposal on payment of remuneration to accounting firms;
According to the workload of the company’s financial audit business in 2022 and other actual conditions, it is agreed to pay zhongxingcai Guanghua Certified Public Accountants (special general partnership) a total of 1.7 million yuan for financial and internal control audit in 2021, including 1.5 million yuan for financial audit and 200000 yuan for internal control audit.
Voting results: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their prior approval opinions and independent opinions on this proposal.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
（11） The proposal on applying for comprehensive credit line from financial institutions in 2022 was deliberated and adopted; In order to ensure that the company has sufficient funds to meet the needs of operation and development, the company plans to apply for a comprehensive credit line of 1 billion yuan from relevant financial institutions in 2022.
The validity period of the resolution is from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of convening the next annual general meeting of shareholders. The specific borrowing time, amount and purpose will be determined according to the actual needs of the company, and the general manager of the company will be authorized to sign all contracts, agreements, vouchers and other legal documents related to credit within the above credit line on behalf of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
（12） The proposal on applying for cancellation of other risk warnings was deliberated and adopted;
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to China Securities News, securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) published on the same day Notice on application for cancellation of other risk warnings (Announcement No.: 2022020).
Independent directors have expressed their independent opinions on this proposal.
（13） The proposal on Amending the articles of association was deliberated and adopted;
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to China Securities News, securities times, Shanghai Securities News, securities daily and cninfo.com on the same day The articles of association and the comparison table of amendments to the articles of association.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
（14） Deliberated and adopted the proposal on the election of non independent directors of the sixth board of directors;
In accordance with the relevant provisions of the company law and the articles of association, after deliberation by the board of directors of the company, Mr. Zhang Zonghui, Mr. Yang Jiandong, Ms. Zhang Na, Mr. Liu Wei, Mr. Li Dongming and Ms. Wang Dongting are nominated as candidates for non independent directors of the sixth board of directors of the company (see the appendix for the resumes of the above personnel).
The board of directors deliberated on the above independent candidates one by one and adopted them unanimously. The term of office of the sixth board of directors is three years, calculated from the date of deliberation and approval by the general meeting of shareholders. The number of directors who are candidates for the sixth board of directors and concurrently serve as senior managers of the company shall not exceed half of the total number of directors of the company.
In order to ensure the normal operation of the board of directors, before the new directors take office, the original directors still earnestly perform their duties in accordance with the requirements of laws, administrative regulations and other normative documents and the provisions of the articles of association.
The independent directors of the company expressed their independent opinions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting system will be adopted to vote on each non independent director candidate one by one.
Voting results: 9 in favor, 0 against and 0 abstention.
（15） Deliberated and adopted the proposal on the election of independent directors of the sixth board of directors;
Upon nomination by shareholders and review by the board of directors, the board of directors of the company nominated Mr. Wang Shuzheng, Mr. Fan Xiaoliang and Mr. Dong Yunyan as candidates for independent directors of the sixth board of directors of the company (see Annex for resumes of the above personnel). Among them, Mr. Wang Shuzheng has not obtained the qualification certificate of independent director. Mr. Wang Shuzheng has promised to participate in the latest independent director training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange.
The board of directors deliberated on the above independent director candidates one by one and obtained a unanimous vote. The qualification and independence of the independent director candidates must be reviewed by Shenzhen Stock Exchange before they can be submitted to the general meeting of shareholders for deliberation and voting. The term of office of the sixth board of directors is three years, calculated from the date of deliberation and approval by the general meeting of shareholders. In order to ensure the normal operation of the board of directors, before the new independent director takes office, the original independent director still complies with the law and administrative law
The independent directors of the company give their independent opinions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting system will be adopted to vote on each non independent director candidate one by one.
Voting results: 9 in favor, 0 against and 0 abstention.
（16） Deliberated and passed the proposal on the remuneration of the proposed directors of the sixth board of directors;
Remuneration plan for the members of the sixth board of directors of the company:
Non independent directors (to be appointed): Mr. Li Dongming and Ms. Wang Dongting receive remuneration according to their positions and remuneration standards of the company, and do not receive additional director allowance; Mr. Zhang Zonghui, Mr. Yang Jiandong, Ms. Zhang Na and Mr. Liu Wei do not receive remuneration and director allowance;
Independent directors (to be appointed): Mr. Wang Shuzheng, Mr. Fan Xiaoliang and Mr. Dong Yunyan receive an independent director allowance of RMB 150000 (before tax) per fiscal year.
The independent directors of the company give their independent opinions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
（17） Deliberated and passed the proposal on convening the 2021 annual general meeting of shareholders;
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to China Securities News, securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) published on the same day Notice on convening the 2021 annual general meeting of shareholders (2022021).
3、 Documents for future reference
1. Resolution of the 15th meeting of Shandong Yabo Technology Co.Ltd(002323) the 5th board of directors;
2. Prior approval opinions of independent directors on relevant proposals of the 15th meeting of the Fifth Board of directors; 3. Independent opinions of independent directors on relevant proposals of the 15th meeting of the Fifth Board of directors. It is hereby announced.
Shandong Yabo Technology Co.Ltd(002323) board of directors March 5, 2022 Annex: resume of director candidates
Mr. Zhang Zonghui: Chinese nationality, born in 1966, without permanent residency abroad, bachelor degree. From July 1984 to November 1998, he successively worked in the confidential section, information section and supervision section of the office of Tengzhou municipal Party committee of Shandong Province, and served as the Secretary of Tengzhou municipal Party committee of Shandong Province in January 1996; From November 1998 to February 2001, he served as Deputy Secretary of the Party committee of Wangzhuang Town, Tengzhou City, Shandong Province; From February 2001 to December 2008, he successively served as Deputy Secretary of the Party committee and mayor of Binhu Town, Tengzhou City, Shandong Province, Secretary of the Party committee and chairman of the National People’s Congress of Binhu Town, Tengzhou City, Shandong Province, and director of the Management Committee of Weishan Lake Wetland Honghe scenic spot, Tengzhou City, Shandong Province; From July 2008 to November 2011, he served as director and party secretary of Tengzhou Water Affairs Bureau of Shandong Province; From November 2011 to November 2015, he successively served as secretary of the Party group of Tengzhou Finance Bureau, director of Tengzhou Finance Bureau, director of Tengzhou state owned assets supervision and Administration Bureau, chairman of the board of supervisors of Chenlong Energy Group Co., Ltd. and deputy director of Tengzhou Weishan Lake Wetland Management Committee; From November 2015 to January 2017, he served as deputy district head and member of the Party group of Shizhong District Government of Zaozhuang City, Shandong Province; From January 2017 to may 2019
