1. Securities code: Guangdong Dazhi Environmental Protection Technology Incorporated Company(300530) securities abbreviation: ST Dazhi Announcement No.: 2022027 announcement of the third meeting of the Fifth Board of supervisors of Hunan lingpaidazhi Technology Co., Ltd. I. convening of the meeting of the board of supervisors. The meeting notice of the third meeting of the Fifth Board of supervisors of Hunan lingpaidazhi Technology Co., Ltd. (hereinafter referred to as "the company") was sent by e-mail, wechat and other communication methods on March 20, 2022, On March 30, 2022, it was held in the conference room on the 17th floor of Chuangxing Valley, mobile Internet Industrial Park, Hengzhou Avenue, high tech Zone, Hengyang City, Hunan Province. The meeting of the board of supervisors was presided over by Mr. Zuo Dahua, chairman of the board of supervisors. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The convening and voting procedures of this meeting comply with the company law of the people's Republic of China (hereinafter referred to as the "company law") and other laws and regulations and the articles of association of Hunan lingpaidazhi Technology Co., Ltd. (hereinafter referred to as the "articles of association"). 2、 Deliberation at the meeting of the board of supervisors (I) the proposal on the work report of the board of supervisors in 2021 was considered and adopted. The voting results: 3 votes 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. See the work report of the board of supervisors in 2021 disclosed on cninfo.com on the same day for details. (II) the proposal on the full text of the 2021 annual report and its abstract was reviewed and approved. After review, the board of supervisors held that the procedures for the 2021 annual report prepared and reviewed by the board of directors of the company comply with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflect the actual situation of the company, without any false records, misleading statements or major omissions. Voting results: 3 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. For details, see the full text of the 2021 annual report and its abstract disclosed on cninfo.com on the same day. (III) after deliberation and approval of the proposal on the financial statement report of 2021, the board of supervisors believes that the financial statement report of 2021 prepared by the company objectively, truly and accurately reflects the financial situation of the company as of December 31, 2021, the business results and cash of 2021. The company and all members of the board of supervisors guarantee that the content of information disclosure is true, accurate and complete without false records Misleading statements or material omissions. 2 flow. Voting results: 3 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. (IV) the proposal on the profit distribution plan for 2021 was reviewed and approved. After review, the board of supervisors considered that the profit distribution plan for 2021 formulated by the board of directors was in line with the actual situation of the company, gave better consideration to the short-term and long-term interests of shareholders on the premise of ensuring the normal operation and long-term development of the company, and there was no violation of laws, regulations and the articles of association, Nor does it harm the interests of shareholders of the company, especially small and medium-sized shareholders, which is conducive to the normal operation and development of the company. We agree with the profit distribution plan for 2021 formulated by the board of directors of the company. Voting results: 3 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. For details, see the announcement on the profit distribution plan for 2021 disclosed on cninfo.com on the same day. (V) the proposal on self evaluation report on internal control in 2021 was reviewed and approved. After review, the board of supervisors believed that the company had established a relatively perfect corporate governance structure and internal control system according to its actual situation and the requirements of laws and regulations, and could be effectively implemented. During the reporting period, the company's internal control system was standardized, legal and effective, and there was no violation of the company's internal control system. The company's self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the actual situation of the establishment, improvement and operation of the company's internal control system. Voting results: 3 in favor, 0 against and 0 abstention. See the 2021 internal control self evaluation report disclosed on cninfo.com on the same day for details. (VI) the proposal on the remuneration (allowance) scheme of the company's supervisors was deliberated and passed. In order to improve the company's governance structure and strengthen and standardize the management of the remuneration of the company's supervisors, according to the provisions of the company law, the articles of association and relevant internal systems of the company, combined with the actual situation of the company and referring to the income level of the industry and region, The specific remuneration (allowance) scheme for the supervisors of the board of supervisors of the company is proposed as follows: the supervisors serving in the controlling shareholders and their related parties of the company do not receive remuneration in the company; The remuneration standard of supervisors in the company shall be determined according to their specific positions and positions in the company; Other supervisors receive a supervisor's allowance of 80000 yuan / year / person; The allowance standard is the amount before tax, and the relevant taxes payable by the individuals involved are uniformly withheld and paid by the company. The salary (allowance) of the newly added supervisor 3 shall be implemented according to this standard, and the salary (allowance) of the outgoing supervisor shall be calculated according to his actual term of office. Voting result: all supervisors of this proposal abstained from voting, and this proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, see the announcement on the remuneration (allowance) scheme of the company's supervisors disclosed on cninfo.com on the same day. (VII) the proposal on making up losses up to one-third of the total paid in share capital was deliberated and passed. Audited by Tianjian Certified Public Accountants (special general partnership), as of December 31, 2021, the undistributed profit in the audited consolidated balance sheet of the company was -158539000 yuan, the paid in share capital was 158139500 yuan, and the amount of the company's uncovered losses exceeded one-third of the total paid in share capital. Voting results: 3 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. For details, please refer to the announcement on uncovered losses reaching one-third of the total paid in share capital disclosed on cninfo.com on the same day. (VIII) the proposal on cancelling the part of restricted shares that have been granted but not yet vested was reviewed and passed. The part of restricted shares that have been granted but not yet vested this time complies with relevant laws and regulations and the relevant provisions of the company's 2021 restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of 2021 fixed-term stock incentive plan, and there is no damage to the interests of shareholders, It is agreed that part of the company's restricted shares that have been granted but not yet vested will be cancelled this time. Voting results: 3 in favor, 0 against and 0 abstention. For details, please refer to the announcement on the cancellation of some granted but not vested restricted shares disclosed on cninfo.com on the same day. (IX) the proposal on the renewal of the company's audit institution in 2022 was reviewed and approved, and Tianjian Certified Public Accountants (special general partnership) was agreed to be the company's audit institution in 2022, and the general meeting of shareholders was requested to authorize the company's management to negotiate with the audit institution to determine the audit fee according to the actual business and market conditions of the company in 2022.
Voting results: 3 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. For details, see the announcement on the proposed appointment of accounting firms disclosed on cninfo.com on the same day. (x) the proposal on the company's compliance with the conditions for issuing shares to specific objects was deliberated and adopted. 4 according to the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation), the non affiliated supervisors of the company carefully checked in combination with the actual situation of the company and considered that the company complied with the current laws The provisions of regulations and normative documents on issuing shares to specific objects meet the conditions for issuing shares to specific objects. Voting results: Chen Jingbang, a non affiliated supervisor, agreed to this proposal. After Zuo Dahua and Lei, the affiliated supervisors successfully avoided voting, the number of non affiliated supervisors was less than half of the number of the board of supervisors. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders. （11） The proposal on adjusting the company's stock issuance plan to specific objects in 2021 was deliberated and adopted. According to the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and in combination with the development and changes of the new energy battery industry and the current actual situation of the company, the company plans to adjust the stock issuance plan to specific objects, The supervisors attending the meeting voted on the adjustment plan item by item: 11.1 types and par value of the shares issued this time. The shares issued this time are domestic listed RMB common shares (A shares), with a par value of RMB 1.00 per share. Voting results: Chen Jingbang, a non affiliated supervisor, agreed to this proposal. After Zuo Dahua and Lei, the affiliated supervisors successfully avoided voting, the number of non affiliated supervisors was less than half of the number of the board of supervisors. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 11.2 issuance method this issuance adopts the method of issuing to specific objects. It shall be issued to specific objects at an appropriate time within the validity period after it is reviewed and approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission. Voting results: Chen Jingbang, a non affiliated supervisor, agreed to this proposal. After Zuo Dahua and Lei, the affiliated supervisors successfully avoided voting, the number of non affiliated supervisors was less than half of the number of the board of supervisors. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 11.3 issuing object and subscription method the issuing object of this issuance is Hunan hengpa power partnership (limited partnership) (hereinafter referred to as "hengpa power"), the controlling shareholder of the company, who subscribes the shares issued by the company in cash. Voting results: Chen Jingbang, a non affiliated supervisor, agreed to this proposal. After Zuo Dahua and Lei, the affiliated supervisors successfully avoided voting, the number of non affiliated supervisors was less than half of the number of the board of supervisors. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 511.4 pricing benchmark date, issue price and pricing principle the pricing benchmark date of this issue of shares is the announcement date of the resolution of the fourth meeting of the Fifth Board of directors of the company (i.e. March 31, 2022). The issue price is 22.86 yuan, which is no less than 80% of the average trading price of 28.57 yuan of the company's shares in the 20 trading days before the pricing benchmark date (average trading price of shares in the 20 trading days before the pricing benchmark date = total trading volume of shares in the 20 trading days before the pricing benchmark date ÷ total trading volume of shares in the 20 trading days before the pricing benchmark date). If the company's shares have ex dividend and ex right behaviors from the pricing benchmark date to the issuance date, such as dividend distribution, bonus shares, conversion to share capital, additional issuance of new shares or allotment of shares, the issuance price will be adjusted accordingly. The adjustment formula is as follows: distribution of cash dividend: P1 = p0-d bonus shares or converted into share capital: P1 = P0 / (1 + n) distribution of cash and bonus shares or converted into share capital: P1 = (p0-d) / (1 + n), where P0 is the issuance price before adjustment, D is the distribution of cash dividend per share, n is the number of bonus shares or converted into share capital per share, and the issuance reserve price after adjustment is P1. Voting results: Chen Jingbang, a non affiliated supervisor, agreed to this proposal. After Zuo Dahua and Lei, the affiliated supervisors successfully avoided voting, the number of non affiliated supervisors was less than half of the number of the board of supervisors. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 11.5 issue quantity the number of shares issued to specific objects this time is determined by dividing the total amount of raised funds by the issue price. The calculation formula is: the number of shares issued to specific objects this time = the total amount of funds raised this time / the issuing price per share. The total amount of funds raised in this issuance to specific objects is 800 million yuan (including this amount), and the issuance price is 22.86 yuan. Therefore, the number of shares issued to specific objects this time is 34995600 shares (including this amount), and the number of shares issued does not exceed 30% of the total share capital of the company before this issuance to specific objects, which is in line with the relevant provisions of the question and answer on issuance supervision - regulatory requirements on guiding and regulating the financing behavior of listed companies issued by the CSRC. If the company's shares have ex dividend and ex right behaviors from the pricing benchmark date to the issuance date, such as dividend distribution, bonus shares, conversion to share capital, additional issuance of new shares or allotment of shares, the number of shares issued this time will be adjusted accordingly. Voting results: Chen Jingbang, a non affiliated supervisor, agreed to this proposal. After Zuo Dahua and Lei, the affiliated supervisors successfully avoided voting, the number of non affiliated supervisors was less than half of the number of the board of supervisors. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 11.6 during the restricted sale period, the shares subscribed by hengpa power shall not be transferred within 36 months from the date of the end of this issuance. After the end of this offering, the shares of the company increased by the above-mentioned issuing objects due to the company's bonus shares, the conversion of capital reserve into share capital and other reasons shall also comply with the above arrangement of the sales restriction period. After the expiration of the lock-in period, the reduction of the company's shares obtained by the object of this issuance shall also comply with the company law, the securities law and other laws, regulations, rules, normative documents, the relevant rules of Shenzhen Stock Exchange and the relevant provisions of the articles of association. Voting results: Chen Jingbang, a non affiliated supervisor, agreed to this proposal. After Zuo Dahua and Lei, the affiliated supervisors successfully avoided voting, the number of non affiliated supervisors was less than half of the number of the board of supervisors. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 11.7 listing place the shares issued this time are listed and traded in Shenzhen Stock Exchange. Voting results: Chen Jingbang, a non affiliated supervisor, agreed to this proposal. After Zuo Dahua and Lei, the affiliated supervisors successfully avoided voting, the number of non affiliated supervisors was less than half of the number of the board of supervisors. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 11.8 validity period of the proposal the validity period of the issuance resolution is 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. Voting results: Chen Jingbang, a non affiliated supervisor, agreed to this proposal. After Zuo Dahua and Lei, the affiliated supervisors successfully avoided voting, the number of non affiliated supervisors was less than half of the number of the board of supervisors. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 11.9 arrangement of accumulated undistributed profits before the issuance of shares to specific objects the accumulated undistributed profits of the company before the issuance to specific objects are negative and shall be shared by the new and old shareholders after the issuance to specific objects. Voting result: non affiliated supervisors
