Securities code: Zhejiang Windey Co.Ltd(300772) securities abbreviation: Zhejiang Windey Co.Ltd(300772) Announcement No.: 2022009 Zhejiang Windey Co.Ltd(300772)
Announcement of resolutions of the 29th meeting of the Fourth 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
Zhejiang Windey Co.Ltd(300772) (hereinafter referred to as “the company”) the 29th meeting of the Fourth Board of directors was held in the company’s conference room on March 7, 2022 by on-site combined with video. The meeting notice and meeting materials were sent to all directors by fax, e-mail or personal delivery on February 25, 2022. The meeting was presided over by Ms. Gao Ling, the chairman of the board of directors. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting. Among them, Mr. Wang Jianping, an independent director, attended the meeting by means of online access. The convening and voting of this meeting comply with the provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
The directors attending the meeting deliberated and unanimously adopted the following proposals:
(I) 2021 general manager’s work report;
Voting: 9 in favor, 0 against and 0 abstention.
(II) work report of the board of directors in 2021;
Voting: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Mr. Wang Jianping, Ms. Li Ying and Mr. Huang can, independent directors of the Fourth Board of 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 cninfo.com（ 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 on the same day.
(III) proposal on changes in accounting estimates;
In accordance with the relevant provisions of the accounting standards for Business Enterprises No. 28 – changes in accounting policies, accounting estimates and error correction, and in combination with the actual situation of the company, in order to more objectively and fairly reflect the financial status and operating results of the company, this change in accounting estimates will be applicable from October 1, 2021.
Voting: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this matter.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Announcement on changes in accounting policies and accounting estimates disclosed on the same day (Announcement No.: 2022011).
(IV) financial final accounts report of 2021;
Voting: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）The financial final accounts report of 2021 disclosed on the same day.
(V) proposal on the full text and summary of the 2021 annual report;
Voting: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）The summary of Zhejiang Windey Co.Ltd(300772) 2021 annual report (Announcement No.: 2022013) and Zhejiang Windey Co.Ltd(300772) 2021 annual report (Announcement No.: 2022014) disclosed on the same day.
(VI) internal control evaluation report in 2021;
Voting: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this matter. The recommendation institution Caitong Securities Co.Ltd(601108) issued an agreed verification opinion on the matter.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）2021 annual internal control evaluation report disclosed on the same day.
(VII) proposal on 2021 profit distribution plan;
Based on the principle of rewarding shareholders and sharing the company’s operating results with shareholders, taking into account the development of the company and the interests of shareholders, and in accordance with the relevant provisions of the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the articles of Association, it is proposed to take the total share capital of 33899017 shares on December 31, 2021 as the base, Cash dividends of 2.5 yuan (including tax) will be distributed for every 10 shares, and 8474754275 yuan (including tax) is expected to be distributed. The remaining undistributed profits will be carried forward to the next year; It is proposed to increase 6.00 shares for every 10 shares to all shareholders by converting capital reserve into share capital, and 203394102 shares are expected to be increased. No bonus shares will be given this time.
Voting: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the scheme.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Announcement on 2021 profit distribution plan (Announcement No.: 2022015) disclosed on the same day.
(VIII) special report on the deposit and use of raised funds in 2021;
Voting: 9 in favor, 0 against and 0 abstention.
The independent directors expressed their agreed independent opinions on the matter. The recommendation institution Caitong Securities Co.Ltd(601108) issued an agreed verification opinion on the matter.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）The special report on the annual storage and use of raised funds (Announcement No.: 2022016) and the assurance report on the annual storage and use of raised funds disclosed on the same day.
(IX) report on the use of the previously raised funds;
Voting: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）The report on the use of the previously raised funds and the verification report on the use of the previously raised funds disclosed on the same day.
(x) proposal on the renewal of the company’s audit institution in 2022;
In the past seven years, the company has performed independent auditing and financial control, and has been able to provide independent and impartial internal audit reports for the company. The board of directors of the company agreed to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2022 for a period of one year, and agreed to submit to the general meeting of shareholders to authorize the board of directors to determine the audit fee in 2022 according to the actual audit workload and the company’s negotiation results.
Voting: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the matter.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Announcement on the proposed renewal of accounting firm (Announcement No.: 2022017) disclosed on the same day.
（11） Proposal on daily connected transactions in 2022;
1. About the estimated voting of related party transactions with Cecep Wind-Power Corporation(601016) and its controlled enterprises: 7 in favor, 0 against and 0 abstention, and the related directors Mr. Ling Qiang and Mr. Shi kunru avoided voting.
2. Estimation of related party transactions with enterprises controlled by Zhejiang Electromechanical group Co., Ltd
Voting: 6 in favor, 0 against and 0 abstention. Ms. Gao Ling, Mr. Chen Qi and Ms. Bei renfang, the related directors, abstained from voting.
The independent directors of the company issued their prior approval opinions and agreed independent opinions on the proposal, and the recommendation institution Caitong Securities Co.Ltd(601108) issued agreed verification opinions on the matter.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Announcement on expected daily connected transactions in 2022 (Announcement No.: 2022018) disclosed on the same day.
（12） Proposal on Amending the entrusted financial management system;
According to the newly revised self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions on January 7, 2022 and the actual situation of the company, the company revised the entrusted financial management system. Voting: 9 in favor, 0 against and 0 abstention.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）The entrusted financial management system disclosed on the same day.
（13） Proposal on using idle self owned funds for entrusted financial management;
Voting: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the proposal. The recommendation institution Caitong Securities Co.Ltd(601108) issued an agreed verification opinion on the matter.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Announcement on using idle self owned funds for entrusted financial management disclosed on the same day (Announcement No.: 2022019).
（14） Dividend return plan for the next three years (20222024);
Voting: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）The dividend return plan for the next three years (20222024) disclosed on the same day.
（15） Proposal on convening the 2021 annual general meeting of shareholders.
It is agreed that the 2021 annual general meeting of shareholders will be held at 2:30 p.m. on Tuesday, March 29, 2022 in the company’s conference room on the 18th floor, block a, West Lake International Science and technology building, 391 Wener Road, Hangzhou, Zhejiang Province.
Voting: 9 in favor, 0 against and 0 abstention.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022020) disclosed on the same day.
3、 Documents for future reference
1. Resolution of the 29th meeting of the 4th board of directors.
It is hereby announced.
Zhejiang Windey Co.Ltd(300772) board of directors March 7, 2022
