Securities code: 301100 securities abbreviation: Fengguang stock Announcement No.: 2022017 Yingkou Fengguang New Material Co., Ltd
Announcement of resolutions of the 12th meeting of the second board of directors
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.
1、 Convening and attendance of board meetings
The notice and proposal of the 12th meeting of the second board of directors of Yingkou Fengguang new materials Co., Ltd. (hereinafter referred to as "the company") were sent to all directors of the company by telephone, SMS, e-mail and written form on April 4, 2022. On the premise of ensuring that the directors can fully express their opinions, the board meeting will be held on April 14, 2022 in a combination of on-site and communication. 7 directors should attend the meeting and 7 directors actually attend the meeting. The contents of the meeting were also notified to the supervisors and senior managers of the company. The meeting was presided over by Mr. Wang Lei, chairman of the company.
The meeting was held in accordance with the company law of the people's Republic of China and other laws, administrative regulations, departmental rules, normative documents and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
The directors present at the meeting deliberated and voted on the following proposals and formed the following resolutions:
The proposal on the work report of the board of directors in 2021 and the work report of independent directors in 2021 was deliberated and adopted, which objectively and truly reflected the work of the board of directors and independent directors in 2021. For details, see the gem information disclosure website designated by the CSRC, cninfo.com（ http://www.cn.info.com.cn./ ）。
Voting: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation
(II) the proposal on the company's profit distribution plan for 2021 was deliberated and passed, and it was agreed to distribute a cash dividend of RMB 10 (including tax) for every 10 shares to all shareholders based on the number of 200 million shares as of December 31, 2021, with a total distribution of RMB 200 million. The remaining distributable profit of 28236086285 yuan is carried forward to subsequent years. The independent directors of the company expressed their opinions on this proposal. For details, see the gem information disclosure website designated by the CSRC, cninfo.com（ http://www.cn.info.com.cn./ ）。
Voting: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation
(III) deliberated and passed the proposal on the salary adjustment scheme of directors and senior managers, and agreed to adjust the salary standard of directors and senior managers. It will be implemented on January 1, 2022. If a director concurrently holds the post of senior manager, he shall be paid according to the actual management post. The independent directors of the company expressed their opinions on this proposal. For details, see the gem information disclosure website designated by the CSRC, cninfo.com（ http://www.cn.info.com.cn./ ）。
Voting: due to the withdrawal of relevant directors, the quorum is not reached. This proposal is directly submitted to the general meeting of shareholders for deliberation.
Affiliated directors Li Dashuang, Wang Zhi, Li Huayi, Sui Xin, Ma Weimin and sun Wengang avoided voting.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(IV) the proposal on the 2021 annual audit report issued by Grant Thornton Certified Public Accountants (special general partnership) for the company was deliberated and passed. For details of the 2021 annual audit report, please refer to the gem information disclosure website designated by the CSRC, cninfo.com（ http://www.cn.info.com.cn./ ）。
Voting: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(V) deliberated and passed the proposal on the acquisition of minority shareholders' equity of holding subsidiaries, and agreed that the company would transfer 25% equity of Shaanxi aikelet new materials Co., Ltd. held by Yulin coal conversion Fund Investment Management Co., Ltd. with RMB 56.425 million. For details, see the gem information disclosure website designated by the CSRC, cninfo.com（ http://www.cn.info.com.cn./ ）。
Voting: 6 in favor, 0 against and 0 abstention.
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(VI) the proposal on investment and establishment of subsidiaries was reviewed and approved, and the company was approved to invest in the establishment of wholly-owned subsidiaries Liaoning Zhongxin Supply Chain Management Co., Ltd. and Liaoning Zhongxin import and export trade Co., Ltd. (tentative name, subject to final registration) to meet the needs of the company's future development strategic planning, business expansion and optimization of the company's management structure. For details, see the gem information disclosure website designated by the CSRC, cninfo.com（ http://www.cn.info.com.cn./ ）。
Voting: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(VII) the proposal on the 2021 annual report and summary of the company was deliberated and passed. For details of the 2021 annual report and summary of the 2021 annual report, please refer to the gem information disclosure website designated by the CSRC, cninfo.com（ http://www.cn.info.com.cn./ ）。
Voting: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(VIII) deliberated and passed the proposal on the company's internal control evaluation report in 2021. For details of the internal control evaluation report in 2021, please refer to the gem information disclosure website designated by the CSRC, cninfo.com（ http://www.cn.info.com.cn./ ）。
Voting: 7 in favor, 0 against and 0 abstention.
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(IX) the proposal on the company's special report on the deposit and actual use of raised funds in 2021 was deliberated and adopted. For the special report on the deposit and actual use of raised funds in 2021, see the gem information disclosure website designated by the CSRC, cninfo.com（ http://www.cn.info.com.cn./ ）。 Voting: 7 in favor, 0 against and 0 abstention.
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(x) deliberated and passed the proposal on the company using bank acceptance bills to pay for projects invested with raised funds and replace them with the raised funds in equal amount, and agreed that during the implementation of projects invested with raised funds, the company should use bank acceptance bills to pay (or endorse and transfer payment) the project's payable project funds, equipment procurement funds and material procurement funds according to the actual situation, and replace them with the raised funds in equal amount at the same time, This part of the equivalent replacement funds shall be deemed to have been used for the investment project with raised funds.
The independent directors of the company have expressed their opinions on this proposal. For details, see the gem information disclosure website designated by the CSRC, cninfo.com（ http://www.cn.info.com.cn./ ）。
Voting: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
（11） The proposal on the special explanation on the occupation of funds by the controlling shareholders, actual controllers and other related parties of Yingkou scenery new materials Co., Ltd. was deliberated and adopted. For details, see the gem information disclosure website designated by the CSRC, cninfo.com（ http://www.cn.info.com.cn./ ）。
Voting: 7 in favor, 0 against and 0 abstention.
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
（12） The proposal on convening the 2021 annual general meeting of shareholders was deliberated and passed, and it was agreed to convene the 2021 annual general meeting of shareholders on May 6, 2022.
Voting: 7 in favor, 0 against and 0 abstention.
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
3、 Documents for future reference
Resolution of the 12th meeting of the second board of directors
It is hereby announced.
Board of directors of Yingkou Fengguang new materials Co., Ltd
April 14, 2022
