Securities code: Ningxia Baofeng Energy Group Co.Ltd(600989) securities abbreviation: Ningxia Baofeng Energy Group Co.Ltd(600989) Announcement No.: 2022004 Ningxia Baofeng Energy Group Co.Ltd(600989)
Announcement on the resolution of the 16th meeting of the third 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings held
Ningxia Baofeng Energy Group Co.Ltd(600989) (hereinafter referred to as "the company") the notice of the 16th meeting of the third board of directors was sent to all directors of the company by e-mail and mobile office platform on February 25, 2022. The meeting was held by means of communication on March 9, 2022. The meeting was convened and presided over by Mr. Dang Yanbao, chairman of the company. The convening, convening and voting procedures of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberation and voting at the meeting
(I) reviewed and approved the 2021 president's work report
Voting results: 9 in favor, 0 against and 0 abstention.
(II) deliberated and adopted the work report of the board of directors in 2021
The work report of the board of directors of the company in 2021 was reviewed and approved. At the same time, the independent directors of the company, Mr. Liang Longhu, Ms. Guo Ruiqin and Ms. Zhao Enhui, submitted the report on the work of independent directors in 2021 to the board of directors of the company and will report on their work at the annual general meeting of shareholders of the company in 2021. See the report published on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Report on the work of independent directors in Ningxia Baofeng Energy Group Co.Ltd(600989) 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
The work report of the board of directors in 2021 shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) deliberated and adopted the 2021 performance report of the audit committee of the third board of directors
The performance report is published on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) 2021 performance report of the audit committee of Ningxia Baofeng Energy Group Co.Ltd(600989) the third board of directors. Voting results: 9 in favor, 0 against and 0 abstention.
(IV) reviewed and adopted the 2021 sustainable development report
Voting results: 9 in favor, 0 against and 0 abstention.
(V) reviewed and approved the financial final accounts of 2021 and the financial budget report of 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.
(VI) the proposal on the implementation of daily connected transactions in 2021 and the forecast of daily connected transactions in 2022 was deliberated and adopted
According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange (revised in 2022) and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 - transactions and connected transactions, the company has estimated the daily connected transactions in 2022. The related party transactions of the company are conducive to the normal production and operation activities of the company and its subsidiaries, and will not adversely affect the interests of the company, its subsidiaries and non related party shareholders, nor damage the interests of minority shareholders. For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) published on the same day Announcement on the implementation of related party transactions in 2021 and the prediction of daily related party transactions in 2022 (Announcement No.: 2022006).
The independent directors gave their prior approval and independent opinions on the proposal.
Related directors Dang Yanbao, Lu Jun, Yong Wu, Liu Yuanguan and Gao Jianjun avoided voting.
Voting results: 4 in favor, 0 against and 0 abstention.
(VII) the proposal on signing daily related party transaction agreement with related parties was deliberated and adopted
According to the provisions of the Listing Rules of Shanghai Stock Exchange, the daily related party transactions signed with related parties are reviewed and disclosed every three years. Based on the principle of seeking truth from facts and fair price, the company plans to sign the daily related party transaction agreement from 2022 to 2024 with related parties and submit it to the board of directors for review. After the review and approval of the board of directors, it will take effect with the seals of both parties.
The independent directors gave their prior approval and independent opinions on the proposal.
1. Framework agreement on purchase and sale of products and raw materials between Ningdong gas station Co., Ltd. of Ningxia Ningxia Baofeng Energy Group Co.Ltd(600989) group and Ningxia Baofeng Energy Group Co.Ltd(600989)
Related director Dang Yanbao avoided voting.
Voting results: 8 in favor, 0 against and 0 abstention.
2. Framework agreement on the purchase and sale of products and raw materials between Ningxia fengteng Plastic Industry Co., Ltd. and Ningxia Baofeng Energy Group Co.Ltd(600989)
Related director Dang Yanbao avoided voting.
Voting results: 8 in favor, 0 against and 0 abstention.
3. Framework agreement on the purchase and sale of products and raw materials between Ningxia huifengxiang distributed photovoltaic power generation Co., Ltd. and Ningxia Baofeng Energy Group Co.Ltd(600989)
Related directors Dang Yanbao, Lu Jun, Liu Yuanguan and Gao Jianjun avoided voting.
Voting results: 5 in favor, 0 against and 0 abstention.
4. Framework agreement on the purchase and sale of products and raw materials between Ningxia huadefeng environmental protection new energy Co., Ltd. and Ningxia Baofeng Energy Group Co.Ltd(600989)
Related director Dang Yanbao avoided voting.
Voting results: 8 in favor, 0 against and 0 abstention.
5. Framework agreement on purchase and sale of products and raw materials between Ningxia Baofeng Yuneng Technology Co., Ltd. and Ningxia Baofeng Energy Group Co.Ltd(600989)
Related directors Dang Yanbao, Lu Jun, Liu Yuanguan and Gao Jianjun avoided voting.
Voting results: 5 in favor, 0 against and 0 abstention.
6. Framework agreement on the purchase and sale of products and raw materials between Ningxia Baofeng energy storage materials Co., Ltd. and Ningxia Baofeng Energy Group Co.Ltd(600989)
Related directors Dang Yanbao, Lu Jun, Liu Yuanguan and Gao Jianjun avoided voting.
Voting results: 5 in favor, 0 against and 0 abstention.
The independent directors believe that the daily related party transactions between the company and related parties are a beneficial supplement to the company's operation. The related party transaction framework agreement to be signed by the company with related parties follows the principles of fairness, impartiality and openness. The transaction pricing is fair and reasonable according to the market principle, which is in line with the company's actual operation and future development needs, It is agreed to submit it to the general meeting of shareholders for deliberation if there is no situation that damages the interests of other shareholders, especially small and medium-sized shareholders.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VIII) the proposal on signing project construction entrustment management agreement with related parties was deliberated and adopted
In order to give full play to the company's rich experience and professional management advantages in project construction, it is agreed that the company will sign the project construction entrustment management agreement with Ningxia Baofeng Yuneng Technology Co., Ltd. and Ningxia Baofeng energy storage materials Co., Ltd.
For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) published on the same day Announcement of Ningxia Baofeng Energy Group Co.Ltd(600989) on signing project construction entrustment management agreement with related parties (Announcement No.: 2022007).
The independent directors of the company gave their prior approval and independent opinions on the above proposal.
Related directors Dang Yanbao, Lu Jun, Liu Yuanguan and Gao Jianjun avoided voting on this proposal.
Voting results: 5 in favor, 0 against and 0 abstention.
(IX) the proposal on the special report on the deposit and use of the company's raised funds in 2021 was deliberated and adopted
For the full text of the report, the company published it on China Securities News, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) on the same day Special report on the deposit and use of raised funds in 2021 (Announcement No.: 2022008).
The company's independent directors, the board of supervisors, the sponsor and the accounting firm all expressed their consent.
Voting results: 9 in favor, 0 against and 0 abstention.
(x) reviewed and adopted the 2021 annual internal control evaluation report
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Internal control evaluation report in 2021.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
（11） The proposal on the 2021 annual audit report of the company was deliberated and passed
Agree with the annual audit report of the company in 2021 prepared by Ernst & Young Huaming Certified Public Accountants (special general partnership). Voting results: 9 in favor, 0 against and 0 abstention.
（12） The proposal on the company's 2021 annual profit distribution plan was deliberated and adopted
The company's annual profit distribution plan for 2021 is: Based on 7313816494 shares entitled to this cash dividend after deducting 19543506 shares repurchased from 7333360000 shares of the company's total share capital, a total of 2047678237 yuan of cash dividend will be distributed.
Since the company donated 300 million yuan in cash to Ningxia Yanbao Charity Foundation in 2021 for public welfare charities and other public welfare activities dominated by donations to students, in order to safeguard the interests of non restricted shareholders, the restricted shareholders of the company intend to make full compensation to non restricted shareholders. After compensation, the shareholders of restricted shares will pay a cash dividend of 0.2648 yuan (including tax) per share, and the non restricted shareholders will pay a cash dividend of 0.3210 yuan (including tax) per share.
For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) published on the same day Announcement of Ningxia Baofeng Energy Group Co.Ltd(600989) 2021 annual profit distribution plan (Announcement No.: 2022009).
The independent directors of the company expressed their independent opinions on the above proposal.
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.
（13） The proposal on the 2021 annual report of the company and its summary was deliberated and adopted
After deliberation, the board of Directors believes that the preparation procedures, contents and format of the company's 2021 annual report 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.
See the full text of the report published on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Annual report of Ningxia Baofeng Energy Group Co.Ltd(600989) 2021. The full text of the abstract was published in China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN) Summary of Ningxia Baofeng Energy Group Co.Ltd(600989) 2021 annual report.
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.
（14） The proposal on the donation of the company to Ningxia Yanbao charitable foundation was deliberated and adopted
It is agreed that the company will donate 500 million yuan in cash to Ningxia Yanbao charity foundation for public welfare charities and other public welfare activities dominated by donations to students.
The independent directors of the company gave their prior approval opinions and independent opinions on the proposal. During the deliberation of the proposal, the affiliated directors Dang Yanbao and Lu Jun avoided voting, and the non affiliated directors gave their consent to the proposal. This connected transaction has performed the corresponding necessary legal procedures and complied with the relevant national laws, regulations, policies and the articles of association, Related party transactions are true and legal, and there is no damage to the interests of the company and its shareholders.
For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) published by the company on the same day Announcement of Ningxia Baofeng Energy Group Co.Ltd(600989) on related party transactions donated to Ningxia Yanbao Charity Foundation (Announcement No.: 2022010). Voting results: 7 in favor, 0 against and 0 abstention.
（15） The proposal on the company's reappointment of the audit institution in 2022 and the payment of audit fees was reviewed and approved by the company's audit committee. The company plans to reappoint Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company's audit institution in 2022 for one year, And authorize the management to determine the annual audit fee according to the specific workload and market price level of the audit in 2022.
Independent directors have expressed their prior approval and independent opinions on this proposal.
For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) published by the company on the same day Announcement of Ningxia Baofeng Energy Group Co.Ltd(600989) on the renewal of accounting firm (Announcement No.: 2022011).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the company in 2021
