Securities code: Elite Color Environmental Resources Science&Technology Co.Ltd(002998) securities abbreviation: Elite Color Environmental Resources Science&Technology Co.Ltd(002998) Announcement No.: 2022016 Elite Color Environmental Resources Science&Technology Co.Ltd(002998)
Announcement on the resolution of the second meeting of the third board of directors
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
Elite Color Environmental Resources Science&Technology Co.Ltd(002998) (hereinafter referred to as “the company”) the second meeting of the third board of directors was notified on April 3, 2022 and held on April 13, 2022 in the form of on-site combined with teleconference. The meeting was convened and presided over by Mr. Dai Zexin, chairman of the company. Seven directors should be present at the meeting, and seven actually attended the meeting. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The number of attendees, convening, convening procedures and discussion contents of the meeting were in line with the company law, the articles of association and other relevant provisions.
1、 Deliberations of the board meeting
After careful deliberation and voting by the directors present at the meeting, the following resolutions were reached at the meeting:
(I) the proposal on the work report of the board of directors of the company in 2021 was deliberated and adopted by 7 votes in favor, 0 votes against and 0 abstentions, and submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details of the work report of the board of directors in 2021, please refer to the information disclosure media cninfo (www.cn. Info. Com. CN.) on April 14, 2022. The independent 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 general meeting of shareholders.
(II) the proposal on the work report of the general manager of the company in 2021 was deliberated and adopted by 7 votes in favor, 0 votes against and 0 abstentions.
For details of the 2021 general manager’s work report, please refer to the information disclosure media cninfo.com.cn on April 14, 2022
(III) the proposal on the performance report of the audit committee of the board of directors in 2021 was considered and adopted by 7 votes in favor, 0 against and 0 abstention.
The performance report of the audit committee of the board of directors in 2021 is detailed in the information disclosure media cninfo (www.cn. Info. Com. CN.) on April 14, 2022.
(IV) the proposal on the company’s profit distribution in 2021 was deliberated and adopted by 7 votes in favor, 0 votes against and 0 abstentions, and submitted to the company’s 2021 annual general meeting for deliberation.
Audited by Dahua Certified Public Accountants (special general partnership), the company realized a net profit attributable to shareholders of listed companies of RMB 1008184 million in 2021. As of December 31, 2021, the undistributed profit of the company was 520937629 yuan. In combination with the company’s profit status, the characteristics of the current industry, future cash flow status, capital demand and other factors, on the premise of conforming to the profit distribution principle and ensuring the normal operation and long-term development of the company, in order to better take into account short-term income and long-term interests, the company has decided not to carry out annual profit distribution or convert capital reserve into share capital in 2021.
The profit distribution plan complies with the relevant laws and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange. For details of the information to be disclosed at the 2nd annual board meeting of independent directors of the company (www.info.cn) on February 14, 2024, see the statement of the 2nd annual board meeting of independent directors of the company (www.info.cn).
(V) the proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted by 7 votes in favor, 0 votes against and 0 abstentions, and submitted to the company’s 2021 annual general meeting for deliberation.
For details of the announcement on the renewal of the company’s audit institution in 2022, the prior approval opinions of independent directors on matters related to the second meeting of the third board of directors, and the independent opinions of independent directors on matters related to the second meeting of the third board of directors, see the information disclosure media cninfo.com.cn on April 14, 2022.
(VI) the proposal on the company’s 2021 financial statement and 2022 financial budget report was reviewed and approved by 7 votes in favor, 0 votes against and 0 abstentions, and submitted to the company’s 2021 annual general meeting for deliberation.
See the information disclosure media cninfo (www.cn. Info. Com. CN.) on April 20, 2021 for details of the financial final accounts of 2021 and the financial budget report of 2022.
(VII) the proposal on confirming the implementation of the company’s daily connected transactions in 2021 was considered and adopted by 7 votes in favor (Dai Lixing, a related director, left office on November 15, 2021), 0 votes against and 0 abstentions.
The announcement on the implementation of the company’s connected transactions in 2021 and the forecast of daily connected transactions in 2022, the prior approval opinions of independent directors on matters related to the second meeting of the third board of directors, and the independent opinions of independent directors on matters related to the second meeting of the third board of directors are detailed in the information disclosure media cninfo.com.cn on April 14, 2022.
(VIII) the proposal on the prediction of the company’s daily related party transactions in 2022, the announcement on the implementation of the company’s related party transactions in 2021 and the prediction of daily related party transactions in 2022, and the prior approval opinions of independent directors on matters related to the second meeting of the third board of directors of the company were deliberated and adopted by 7 votes in favor (Dai Lixing, a related director, left office on November 15, 2021), 0 votes against and 0 abstentions The independent opinions of independent directors on matters related to the second meeting of the third board of directors are detailed in the information disclosure media cninfo (www.cn. Info. Com. CN.) on April 14, 2022.
(IX) the proposal on the bank credit line of the company and its subsidiaries in 2022 was deliberated and adopted by 7 votes in favor, 0 votes against and 0 abstentions, and submitted to the 2021 annual general meeting of shareholders of the company for deliberation
See cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on bank credit line of the company and its subsidiaries in 2022 disclosed on April 14, 2022.
(x) the proposal on the remuneration plan of the company’s directors and supervisors in 2022 was deliberated and adopted by 7 votes in favor, 0 votes against and 0 abstentions, and submitted to the company’s 2021 annual general meeting for deliberation
The announcement on the remuneration of directors and supervisors of the company in 2022 and the independent opinions of independent directors on matters related to the second meeting of the third board of directors of the company are detailed in the information disclosure media cninfo.com.cn on April 14, 2022.
（11） The proposal on the 2022 annual salary plan of the company’s senior managers was considered and adopted by 7 votes in favor, 0 votes against and 0 abstentions.
For details of the announcement on the remuneration of senior managers of the company in 2022 and the independent opinions of independent directors on matters related to the second meeting of the third board of directors of the company, please refer to the information disclosure media cninfo (www.cn. Info. Com. CN.) on April 14, 2022.
（12） The proposal on developing commodity hedging business was considered and adopted by 7 votes in favor, 0 against and 0 abstention.
The announcement on carrying out commodity futures hedging business and the independent opinions of independent directors on matters related to the second meeting of the third board of directors of the company are detailed in the information disclosure media cninfo.com (www.cn. Info. Com. CN) on April 14, 2022.
（13） The proposal on the self-evaluation report of internal control in 2021 was considered and adopted by 7 votes in favor, 0 votes against and 0 abstentions, and submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The board of directors of the company made a self-evaluation on the effectiveness of the company’s internal control as of December 31, 2021 and formed a self-evaluation report. For details of the self-evaluation report on internal control in 2021, the self inspection form for the implementation of internal control rules and the independent opinions of independent directors on matters related to the second meeting of the third board of directors, please refer to the information disclosure media cninfo.com.cn on April 14, 2022. （14） With 7 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on the special report on the deposit and use of raised funds in 2021 was deliberated and adopted, and submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The special report on the deposit and use of raised funds in 2021, the independent opinions of independent directors on matters related to the second meeting of the third board of directors of the company, and Dahua He Zi [2022] 004868 verification report on the deposit and use of Elite Color Environmental Resources Science&Technology Co.Ltd(002998) raised funds issued by Dahua certified Public Accountants (special general partnership) are detailed in the information disclosure media cninfo.com.cn on April 14, 2022.
（15） The proposal on the use of some idle raised funds for cash management was deliberated and adopted by 7 votes in favor, 0 votes against and 0 abstentions, and submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details of the announcement on the use of some idle raised funds for cash management and the independent opinions of independent directors on matters related to the second meeting of the third board of directors, please refer to the information disclosure media cninfo (www.cn. Info. Com. CN.) on April 14, 2022.
（16） The proposal on the company’s 2021 annual report was deliberated and adopted by 7 votes in favor, 0 votes against and 0 abstentions, and submitted to the company’s 2021 annual general meeting for deliberation.
The full text and abstract of the 2021 annual report and the audit report issued by the accountant issued by Dahua Certified Public Accountants (special general partnership) are detailed in the information disclosure media cninfo (www.cn. Info. Com. CN) on April 14, 2022.
（17） The proposal on changing the company’s business scope and amending the articles of association was deliberated and adopted by 7 votes in favor, 0 votes against and 0 abstentions, and submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, the company published it on cninfo.com.cn on the same day. And other information disclosure media designated by the company, such as the announcement on changing the company’s business scope and amending the articles of association, and the articles of Association (April 2022)
（18） With 7 affirmative votes, 0 negative votes and 0 abstention, the proposal on Amending the rules of procedure of the company’s general meeting of shareholders and other systems was considered and adopted.
For details, the company published it on cninfo.com.cn on the same day. And other information disclosure media designated by the company, such as the comparison table for the revision of the rules of procedure of the general meeting of shareholders and other systems, the rules of procedure of the general meeting of shareholders, the measures for the administration of connected transactions, the measures for the administration of information disclosure, the measures for the administration of raised funds, the working system of the financial and audit committee, the internal reporting system of major information and the registration management system of insiders Management system for the shares of the company held by directors, supervisors and senior managers and their changes. Among them, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the working system of independent directors, the management system of external guarantee, the management measures of connected transactions, the management measures of information disclosure and the management measures of raised funds need to be submitted to the general meeting of shareholders for deliberation.
（19） With 7 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted.
For details, the company published it on cninfo.com.cn on the same day. And other information disclosure media designated by the company.
（20） The proposal on accounting policy change was considered and adopted by 7 votes in favor, 0 against and 0 abstention.
For details, the company published it on cninfo.com.cn on the same day. And other information disclosure media designated by the company, such as the announcement on changes in accounting policies and the independent opinions of independent directors on matters related to the second meeting of the third board of directors of the company.
It is hereby announced.
Elite Color Environmental Resources Science&Technology Co.Ltd(002998) board of directors
April 14, 2022
