Securities code: Ningbo Ronbay New Energy Technology Co.Ltd(688005) securities abbreviation: Ningbo Ronbay New Energy Technology Co.Ltd(688005) Announcement No.: 2022020 Ningbo Ronbay New Energy Technology Co.Ltd(688005)
Announcement of resolutions of the 11th meeting of the second 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Ningbo Ronbay New Energy Technology Co.Ltd(688005) (hereinafter referred to as “the company”) the 11th meeting of the second board of directors was held on March 28, 2022 in the form of combination of on-site and communication. The company sent the notice of convening this meeting to all directors by email on March 25, 2022. Eight directors should be present at this meeting, and the actual number of directors is eight, which complies with the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the company law) and Ningbo Ronbay New Energy Technology Co.Ltd(688005) articles of Association (hereinafter referred to as the articles of association), and the meeting is legal and valid. The directors attending the meeting deliberated and passed the following resolutions: 1. Deliberated and adopted the proposal on the work report of the general manager of the company in 2021
After deliberation, the work report of the general manager of the company in 2021 is in line with all the work of the company’s operation and the overall operation of the company in 2021, and the planning and deployment of the company’s operation and development in 2021 are in line with the actual needs of the company’s production and operation.
Voting results: 8 in favor, 0 against and 0 abstention.
2、 Deliberated and passed the proposal on the work report of the board of directors of the company in 2021
After deliberation, in 2021, the board of directors of the company conscientiously performed the duties entrusted to the board of directors by the general meeting of shareholders in strict accordance with the company law, the securities law, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other laws and regulations, the articles of association, the rules of procedure of the board of directors and other company systems, and in accordance with the development strategies and objectives determined by the company, We have diligently carried out various work, continuously standardized the corporate governance structure, and ensured the scientific decision-making and standardized operation of the board of directors.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be considered by the general meeting of shareholders. 3、 The proposal on the performance report of the audit committee of the board of directors in 2021 was deliberated and adopted
After deliberation, the performance report of the audit committee of the board of directors in 2021 is in line with the actual operation of the audit committee of the company. In 2021, the audit committee of the company will give full play to its role of review and supervision, ensure sufficient time and energy to complete its duties, earnestly fulfill the responsibilities and obligations of the audit committee, supervise, organize and promote the annual audit work of the company, and promote the communication between internal and external audits; Urge the company’s financial reporting procedures to be in place and the financial reporting information to be truthful, accurate and complete; Promote the standardized operation of the company’s internal control management. All members of the audit committee are honest, diligent, conscientious, give full play to their strengths and actively perform their duties, which provides a guarantee for the scientific decision-making of the board of directors. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) 2021 performance report of the audit committee of Ningbo Ronbay New Energy Technology Co.Ltd(688005) board of directors disclosed. Voting results: 0 votes, 8 abstentions.
4、 The proposal on the annual report and summary of the company in 2021 was deliberated and adopted
After deliberation, the preparation of the company’s 2021 annual report and summary complies with relevant laws and regulations and the articles of association. The report truly, accurately and completely reflects the company’s financial status and operation, and there are no false records, misleading statements or major omissions.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed annual report of Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2021.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be considered by the general meeting of shareholders. 5、 Deliberated and adopted the proposal on the report on environmental, social and corporate governance in 2021
After deliberation, the 2021 environmental, social and corporate governance report prepared by the company refers to the core scheme of gristandards issued by the global reporting initiative and Chapter VIII social responsibility in the guidelines on self-regulation of listed companies on Shanghai Stock Exchange. The report fully reflects the concept, strategy and way of the company’s social responsibility, and effectively improves the transparency of the company’s non-financial information disclosure. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Environmental, social and corporate governance report of Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2021 disclosed.
Voting results: 8 in favor, 0 against and 0 abstention.
6、 Deliberated and passed the proposal on the implementation of the remuneration of senior managers of the company in 2021 and the remuneration standard in 2022
After deliberation, the remuneration performance of the company’s senior managers in 2021 and the remuneration standard in 2022 are in line with the company’s operation in 2021, the positions and work of the company’s senior managers and the provisions of the company’s remuneration plan for directors, supervisors and senior managers.
Voting results: 8 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the above proposal. 7、 Deliberated and passed the proposal on the implementation of the company’s directors’ remuneration in 2021 and the remuneration standard in 2022
After deliberation, the remuneration performance of the directors of the company in 2021 and the remuneration standard in 2022 are in line with the company’s operation in 2021, the positions and work of the directors of the company and the provisions of the remuneration plan for directors, supervisors and senior managers of the company.
Voting results: 8 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on the above proposal, which needs to be considered by the general meeting of shareholders. 8、 The proposal on the company’s internal audit report in 2021 and internal audit plan in 2022 was deliberated and adopted
After deliberation, the company’s internal audit department reasonably prepared the internal audit plan, determined the audit scope, effectively implemented the audit procedures, and issued the company’s internal audit report, which can objectively and truly reflect the actual situation and operation of the company.
Voting results: 8 in favor, 0 against and 0 abstention.
9、 The proposal on the company’s 2021 annual internal control evaluation report was deliberated and adopted
After deliberation, the board of directors agreed and approved the evaluation report on the company’s internal control in 2021. There were no major defects in the internal control over financial reporting during the reporting period. The company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations, and no major defects in non-financial reporting internal control have been found.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2021 annual internal control evaluation report.
Voting results: 8 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the above proposal. 10、 The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
After deliberation, the company’s profit distribution plan for 2021 takes into account the company’s profitability, cash flow status and capital demand, and there is no harm to the interests of shareholders, which is conducive to the sustainable and stable development of the company. The deliberation and voting procedures are open and transparent, and comply with the provisions of laws, regulations and the articles of association.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement of Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2021 annual profit distribution plan disclosed.
Voting results: 8 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on the above proposal, which needs to be considered by the general meeting of shareholders. 11、 Deliberated and adopted the special report on the deposit and use of the company’s raised funds in 2021
Proposal
After deliberation, the deposit and use of the company’s raised funds in 2021 comply with the provisions of the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the requirements of Ningbo Ronbay New Energy Technology Co.Ltd(688005) raised funds management system. The raised funds are specially stored, and there is no change in the purpose of the raised funds and damage to the interests of shareholders, and there is no illegal use of the raised funds.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report on the deposit and use of raised funds in Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2021 disclosed.
Voting results: 8 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the above proposal. 12、 Deliberated and adopted the proposal on the company’s financial final accounts in 2021 and financial budget report in 2022
Case
After deliberation, the company’s 2021 financial statement and 2022 financial budget report prepared by the company truthfully reflects the actual financial situation of the company in 2021, and the 2022 financial budget made by the company meets the actual needs of the company’s production and operation.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be considered by the general meeting of shareholders. 13、 Reviewed and approved the application for comprehensive credit line by the company and its holding subsidiaries in 2022 and provided
Proposal on guarantee
After deliberation, the comprehensive credit line applied by the company and its holding subsidiaries and the provision of guarantees meet the needs of the company and its subsidiaries for normal production and operation and project construction funds in 2022, which is conducive to the sustainable development of the company. The guaranteed objects are the normal and continuing subsidiaries of the company, with good asset credit and debt repayment ability, and the guarantee risk is generally controllable. The application for comprehensive credit line and the provision of guarantee comply with relevant laws, regulations, normative documents and the articles of association. The decision-making process is legal and compliant, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. In conclusion, we agree to apply for comprehensive credit line and provide guarantee this time.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement of Ningbo Ronbay New Energy Technology Co.Ltd(688005) on the company and its subsidiaries applying for comprehensive credit line and providing guarantee in 2022 disclosed.
Voting results: 8 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on the above proposal, which needs to be considered by the general meeting of shareholders. 14、 Deliberated and adopted the regulations on the company’s expected use of idle self owned funds for cash management in 2022
Proposal
After deliberation, the company’s use of idle self owned funds for cash management will help to improve the efficiency of capital utilization and will not affect the normal operation of daily operating funds. Through reasonable cash management of idle self owned funds, we can obtain certain investment income, further improve the overall performance level of the company and obtain better investment return for the company and shareholders.
Announcement of borongbai New Energy Technology Co., Ltd. on using idle self owned funds for cash management in 2022.
Voting results: 8 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the above proposal. 15、 The proposal on confirming the related party transactions of the company in 2021 and predicting the daily related party transactions in 2022 was deliberated and adopted
After deliberation, the related party transactions of the company in 2021 and the expected daily related party transactions in 2022 belong to the normal business behavior of the company, meet the actual needs of the company’s production, operation and development, contribute to the normal development of the company’s business, and the transaction pricing is reasonable, based, objective and fair. The company’s daily connected transactions comply with the provisions of relevant laws, regulations and normative documents. The pricing policy follows the principles of fairness, impartiality and integrity, and will not damage the interests of minority shareholders.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Ningbo Ronbay New Energy Technology Co.Ltd(688005) on daily connected transactions expected in 2022 disclosed.
Voting results: 7 in favor, 0 against and 0 abstention, and Liu xianglie, a related director, avoided voting. The independent directors of the company have expressed their prior approval opinions and independent opinions on the above proposal, and this proposal still needs to be considered by the general meeting of shareholders. 16、 Deliberated and passed the proposal on the change of accounting policies of the company
After deliberation, the accounting policy change of the company is a reasonable and necessary change in accordance with the provisions of the Ministry of Finance on the implementation of accounting standards for business enterprises. The changed accounting policies comply with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shanghai Stock Exchange, can accurately reflect the company’s financial situation and operating results, and are also in line with the interests of the company and all shareholders. The decision-making procedures of this accounting policy change comply with relevant laws and regulations and the relevant provisions of the articles of association.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement of Ningbo Ronbay New Energy Technology Co.Ltd(688005) on changes in accounting policies disclosed.
Voting results: 8 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the above proposal.
17、 The proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted
After deliberation, the board of directors agreed to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company’s financial audit institution and internal control audit institution in 2022 for one year. At the same time, the general meeting of shareholders was requested to authorize the management to decide on the audit fees of Tianjian Certified Public Accountants (special general partnership) in 2022 and sign relevant service agreements according to the actual business and market conditions of the company in 2022.
Voting results: 8 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their prior approval opinions and independent opinions on the above proposal, and this proposal still needs to be considered by the general meeting of shareholders. 18、 Deliberated and adopted the “on participating in investment and establishing equity investment”
