1. Securities code: Guangdong Dazhi Environmental Protection Technology Incorporated Company(300530) securities abbreviation: ST Dazhi Announcement No.: 2022026 resolution announcement of the fourth meeting of the Fifth Board of directors of Hunan lingpaidazhi Technology Co., Ltd. I. convening of the meeting of the board of directors. The meeting notice of the fourth meeting of the Fifth Board of directors 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, It will be held on March 30, 2022 by combining on-site and communication. The board meeting was presided over by the chairman, Mr. Ye Shanjin. There are 9 directors who should attend the meeting, and 9 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 of the board meeting (I) the proposal on the work report of the board of directors in 2021 was considered and adopted. The voting results: 9 votes in favor, 0 votes against and 0 abstentions. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, see the work report of the board of directors in 2021 disclosed on cninfo.com on the same day. (II) the proposal on the work report of the general manager in 2021 was considered and adopted. The voting results were: 9 in favor, 0 against and 0 abstention. (III) the proposal on the full text of the 2021 annual report and its summary was considered and adopted. The voting results were: 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. For details, see the full text of the 2021 annual report and its abstract disclosed on cninfo.com on the same day. (IV) the proposal on the financial statement report of 2021 was deliberated and adopted. The 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. (V) the proposal on the profit distribution plan for 2021 was deliberated and passed. 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. 2. Audited and confirmed by Tianjian Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was -1247164 million yuan. As of the end of the reporting period, the company's profit available for distribution to shareholders was -206566 million yuan. In accordance with the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the articles of association and other relevant provisions, and taking into account the company's future capital arrangement plan and development plan, the company has formulated the profit distribution plan for 2021 as follows: no cash dividends, no bonus shares and no conversion of capital reserve into share capital. 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. The independent directors expressed their independent opinions on the matter. For details, see the announcement on the profit distribution plan for 2021 disclosed on cninfo.com on the same day. (VI) the proposal on the self-evaluation report on internal control in 2021 was considered and adopted. The voting results: 9 in favor, 0 against and 0 abstention. The independent directors expressed their opinions on this report. See the 2021 internal control self evaluation report disclosed on cninfo.com on the same day for details. (VII) the proposal on the subsidy scheme for independent directors of the company was deliberated and adopted. According to the provisions of the rules for independent directors of listed companies, the articles of association and relevant internal systems of the company issued by the CSRC, and in combination with the current overall economic environment, the region where the company is located and the salary level of Listed Companies in the same industry, the proposal was studied by the salary and assessment committee of the board of directors of the company, The board of directors of the company agreed to determine the allowance standard for independent directors of the board of directors of the company as 80000 yuan / year / person, which shall be implemented from the date of performance of duties of independent directors of the Fifth Board of directors of the company. 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 allowance for newly added independent directors shall be implemented according to the allowance standard, and the allowance for outgoing independent directors shall be calculated according to their actual term of office. Independent directors Yang Qiulin, Luo Wanli and Zhao hang avoided voting. Voting results: 6 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. The independent directors expressed their independent opinions on the matter. For details, see the announcement on the company's independent director's allowance scheme disclosed on cninfo.com on the same day. (VIII) the proposal on the remuneration (allowance) scheme of non independent directors of the company was deliberated and passed. In order to improve the corporate governance structure and strengthen and standardize the management of the remuneration of directors of the company, in accordance with the provisions of the company law, 3 the articles of association and relevant internal systems of the company, in combination with the actual situation of the company and with reference to the income level of the industry and region, it was studied by the remuneration and assessment committee of the board of directors of the company, The specific plan for the remuneration (allowance) of non independent directors of the company is proposed as follows: non independent directors working for the controlling shareholder and its related parties of the company will not receive remuneration in the company; The remuneration standard of non independent directors in the company shall be determined according to their specific positions and positions in the company; Other non Independent Directors receive a director'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 remuneration (allowance) of the newly added directors shall be implemented in accordance with this standard, and the remuneration (allowance) of the outgoing directors shall be calculated according to their actual term of office. Directors Ye Shanjin, Deng Yonghua, Shen Yumin, Yu Hongtao, you Hui and Zeng Guangfu avoided voting. 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. The independent directors expressed their independent opinions on the matter. For details, see the announcement on the remuneration (allowance) scheme of non independent directors of the company disclosed on cninfo.com on the same day. (IX) the proposal on the remuneration scheme for senior managers in 2022 was deliberated and passed. According to the articles of association and the relevant remuneration system of the company, combined with the actual situation of the company's business scale and with reference to the salary level of the industry, and after the study of the remuneration and assessment committee of the board of directors of the company, the remuneration scheme for senior managers in 2022 is proposed as follows: 1. The applicable objects of this scheme are the general manager, deputy general manager The Secretary of the board of directors, the person in charge of Finance and other senior managers appointed by the board of directors. 2. The application period of this scheme: from January 1, 2022 to December 31, 2022. 3. Salary standard: senior managers receive corresponding remuneration according to the specific management positions they hold in the company and the relevant salary system of the company. The basic salary is paid on an average monthly basis, and the year-end bonus is determined according to the completion of the company's performance and personal work in the current year. Directors Yu Hongtao and Shen Yumin avoided voting. Voting results: 7 in favor, 0 against and 0 abstention. The independent directors expressed their independent opinions on the matter.
For details, please refer to the announcement on the remuneration scheme for senior managers in 2022 disclosed on ju4 tide information website on the same day. (x) the proposal on applying for cancellation of the delisting risk warning of the company's shares was deliberated and passed. Audited by Tianjian Certified Public Accountants (special general partnership), the company realized an operating income of 1460167 million yuan in 2021, the net profit attributable to the shareholders of the listed company was -1247164 million yuan, and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses was -239519 million yuan. As of December 31, 2021, The owner's equity attributable to the shareholders of the listed company is 187844500 yuan. According to the relevant provisions of article 10.3.6 of the GEM Listing Rules of Shenzhen Stock Exchange, the company meets the conditions for applying for cancellation of the delisting risk warning, and the board of directors of the company agrees to apply to Shenzhen stock exchange for cancellation of the delisting risk warning. Voting results: 9 in favor, 0 against and 0 abstention. For details, please refer to the warning on applying for cancellation of delisting risk of the company's shares disclosed on cninfo.com on the same day. （11） The proposal on making up losses up to one-third of the total paid in share capital was deliberated and adopted. 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: 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. 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. （12） According to 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 the 2021 restricted stock incentive plan, 16 incentive objects in the company's 2021 restricted stock incentive plan have resigned and are no longer qualified as incentive objects, Agree that the company cancel 909800 restricted shares granted but not yet vested; Since the company failed to meet the performance assessment target in 2021, it is agreed that the company will cancel the 194000 restricted shares that cannot be attributed this time. A total of 1103800 restricted shares were cancelled this time. As the first incentive object of the restricted stock incentive plan in 2021, director you Hui avoided voting. Voting results: 8 in favor, 0 against and 0 abstention. The independent directors expressed their independent opinions on the matter. For details, please refer to the announcement on the cancellation of some granted but not vested restricted shares disclosed on ju5 Chao information website on the same day. （13） 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: 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. Independent directors have expressed their prior approval opinions and independent opinions on the matter. For details, see the announcement on the proposed appointment of accounting firms disclosed on cninfo.com on the same day. （14） The proposal on the appointment of the company's deputy general manager was reviewed and approved by the nomination committee of the company's board of directors, and the board of directors agreed to appoint Mr. You Hui as the company's deputy general manager. The term of office is from the date of deliberation and approval of the board of directors to the expiration of the Fifth Board of directors. Voting results: 9 in favor, 0 against and 0 abstention. The independent directors expressed their independent opinions on the matter. For details, please refer to the announcement on the appointment of deputy general manager of the company disclosed on cninfo.com on the same day. （15） The proposal on the proposed change of the company's business scope and amendment of the articles of association was deliberated and adopted. According to the company's future development plan and in combination with the current actual production and operation, the board of directors of the company agreed to change the company's business scope and amend the articles of Association, and requested the shareholders' meeting to authorize the company's management to go through the corresponding procedures for industrial and commercial registration change. Voting results: 9 in favor, 0 against and 0 abstention. This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders. For details, see the announcement on the proposed change of the company's business scope and amendment of the articles of Association disclosed on cninfo.com on the same day. （16） In order to meet the actual capital needs of the company's subsidiaries, promote the rapid development of subsidiaries, improve their capital liquidity and enhance their profitability, the company plans to provide a guarantee limit of no more than 70 million yuan for Hunan Lingpai new energy science and Technology Co., Ltd., a wholly-owned subsidiary, The guarantee period starts from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders. Voting results: 9 in favor, 0 against and 0 abstention. 6. 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 the prediction of the company's external guarantee amount in 2022 disclosed on cninfo.com on the same day. （17） The proposal on the company meeting the conditions for issuing shares to specific objects was deliberated and adopted. According to the relevant provisions of relevant laws, regulations and normative documents such as the company law, the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the Administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the board of directors of the company conducted self-examination and demonstration on the actual situation of the company item by item, It is considered that the company complies with the provisions of current laws, regulations and normative documents on issuing shares to specific objects and has the conditions for issuing shares to specific objects. This proposal involves related party transactions, and related directors Ye Shanjin, Deng Yonghua and Shen Yumin avoid voting. Voting results: 6 in favor, 0 against and 0 abstention. This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders. Independent directors have expressed their prior approval opinions and independent opinions on the matter. For details, please refer to the relevant announcement disclosed on cninfo.com on the same day. （18） The proposal on adjusting the company's plan for issuing shares to specific objects in 2021 was deliberated and adopted. According to the company law, the securities law and the securities issuance of companies listed on GEM
