Securities code: Wuxi Autowell Technology Co.Ltd(688516) securities abbreviation: Wuxi Autowell Technology Co.Ltd(688516) Announcement No.: 2022027 Wuxi Autowell Technology Co.Ltd(688516)
Announcement of resolutions of the 11th meeting of the third 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Wuxi Autowell Technology Co.Ltd(688516) (hereinafter referred to as “the company”) the 11th meeting of the third board of directors was held on April 14, 2022 by means of on-site combined communication, and the meeting notice was issued on April 2, 2022. The meeting was presided over by GE Zhiyong, chairman of the company. There were 9 directors who should attend the meeting and 9 actually attended the meeting. Members of the board of supervisors attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the provisions of the company law of the people’s Republic of China and the articles of association, and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
The meeting was presided over by Mr. Ge Zhiyong, chairman of the company. After voting by all directors, the following resolutions were formed:
(I) the proposal on the company’s 2021 annual report and its summary was reviewed and approved. After review, the board of directors considered that the preparation and review procedures of the company’s 2021 annual report were in line with relevant laws and regulations, the articles of association and other internal rules and regulations; The content and format of the company’s 2021 annual report comply with relevant regulations and fairly reflect the company’s financial status and operating results in 2021; During the preparation of the annual report, it is not found that the personnel of the company participating in the preparation and deliberation of the annual report have violated the confidentiality provisions; All members of the board of directors guarantee that the information disclosed in the 2021 annual report of the company is true, accurate and complete without any false records, misleading statements or major omissions, and bear legal liabilities for the authenticity, accuracy and integrity of its contents in accordance with the law.
Voting results: 9 in favor, 0 against, 0 abstention and 0 avoidance.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) the proposal on the work report of the board of directors of the company in 2021 was deliberated and passed. During the reporting period, the board of directors of the company strictly followed the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and other laws and regulations, as well as the articles of association, rules of procedure of the board of directors and other company systems, Proceeding from the practical protection of the interests of the company and the interests of the majority of shareholders, the company conscientiously fulfilled the responsibilities entrusted to the board of directors by the general meeting of shareholders, carried out various work diligently and responsibly in accordance with the development strategy and objectives determined by the company, continuously standardized the corporate governance structure of the company, and ensured the scientific decision-making and standardized operation of the board of directors.
Voting results: 9 in favor, 0 against, 0 abstention and 0 avoidance.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) deliberated and passed the proposal on the report on work of independent directors of the company in 2021. During the reporting period, the independent directors of the company gave full play to their professional roles based on the principle of prudence and objectivity, with a diligent and responsible attitude, put forward reasonable suggestions to the company with their accumulated professional knowledge and practice experience, paid comprehensive attention to the development of the company and timely understood the production and operation information of the company, Continue to promote the improvement of corporate governance system. At the same time, carefully review the meeting proposals, financial reports and other documents submitted by the company, and issue relevant written opinions according to the scope of responsibilities of independent directors and special committees, so as to actively promote the objectivity and scientificity of the decision-making of the board of directors.
Voting results: 9 in favor, 0 against, 0 abstention and 0 avoidance.
(IV) the proposal on the company’s financial statement for 2021 has been deliberated and passed. The company’s financial statement for 2021 has been issued. The statement is prepared in accordance with the accounting standards for business enterprises in all major aspects and fairly reflects the company’s financial position as of December 31, 2021 and the operating results and cash flow of 2021. The 2021 financial statements of the company have been audited by Lixin Zhonglian Certified Public Accountants (special general partnership) and issued a standard unqualified audit report (Lixin Zhonglian Shen Zi [2022] d-0212).
Voting results: 9 in favor, 0 against, 0 abstention and 0 avoidance.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(V) deliberated and passed the proposal on the annual profit distribution of the company in 2021
The company’s annual profit distribution plan for 2021 has comprehensively considered the industry characteristics, development stage, own business needs and other factors of the company, widely listened to the wishes of shareholders, met the requirements of laws, regulations and the articles of association, and did not infringe on the interests of all shareholders, especially small and medium-sized shareholders, which is conducive to the sustainable and stable development of the company.
Voting results: 9 in favor, 0 against, 0 abstention and 0 avoidance.
Independent directors have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VI) the proposal on renewing the appointment of Lixin Zhonglian Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 was reviewed and approved
Voting results: 9 in favor, 0 against, 0 abstention and 0 avoidance.
Independent directors have expressed independent opinions approved and agreed in advance on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VII) deliberated and passed the proposal on estimating the total amount of daily connected transactions of the company in 2022
The company expects that the daily related party transactions with related parties in 2022 are normal market behavior, meet the needs of the company’s operation and development and the interests of the company and shareholders; Such related party transactions follow the principles of equality, voluntariness, equivalence and compensation. The pricing is reasonable and fair, which will not have an adverse impact on the company and its financial status and operating results, damage the interests of the company and all shareholders, and affect the independence of the company. The main business of the company will not rely on related parties due to such transactions.
Voting results: 8 in favor, 0 against, 0 abstention and 1 avoidance.
Independent directors have expressed independent opinions approved and agreed in advance on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VIII) deliberated and passed the proposal on the remuneration of directors and senior managers of the company in 2022
The remuneration of the directors and senior managers of the company conforms to the market standard, which is an affirmation of the contribution made by the directors and senior managers to the development of the company. At the same time, it is also conducive to further mobilize the enthusiasm of the above personnel, make them more diligent and responsible, and is conducive to the long-term sustainable development of the company without damaging the interests of the company and shareholders. Agree to the remuneration plan of directors and senior managers in 2022 determined by the board of directors, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against, 0 abstention and 0 avoidance.
Independent directors have expressed their independent opinions on this proposal.
The remuneration of directors in this proposal needs to be submitted to the general meeting of shareholders for deliberation.
(IX) the proposal on the company’s internal control evaluation report in 2021 was deliberated and passed. As of the benchmark date of the internal control self-evaluation report, the company has no major defects in the internal control over financial reporting. 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 has not found any major defects in the internal control over non-financial reporting. There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the benchmark date of the internal control self-evaluation report to the date of issuance of the internal control evaluation report.
Voting results: 9 in favor, 0 against, 0 abstention and 0 avoidance.
(x) deliberated and passed the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021
The deposit and use of the company’s raised funds in 2021 comply with the provisions of laws and regulations such as the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the measures for the management of raised funds of listed companies of Shanghai Stock Exchange and the company’s system documents such as the management system of raised funds. The company has made special account storage and special use of the raised funds, and timely fulfilled the obligations of relevant information disclosure, The specific use of the raised funds is consistent with that disclosed by the company, and there is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders, and there is no case of illegal use of the raised funds. Voting results: 9 in favor, 0 against, 0 abstention and 0 avoidance.
Independent directors have expressed their independent opinions on this proposal.
（11） The proposal on the proposed provision of loans to holding subsidiaries was deliberated and adopted
In order to meet the daily operating capital needs of the holding subsidiary and support its development, the company plans to provide a total loan limit of no more than RMB 100 million to the holding subsidiary. This matter does not affect the company’s financial situation and damage the interests of the company and shareholders, which is in line with the requirements of the company’s long-term development.
Voting results: 6 in favor, 0 against, 0 abstention and 3 avoidance.
（12） The proposal on the company’s provision for asset impairment in 2021 was reviewed and approved. The company recognized asset impairment loss and credit impairment loss in 2021, taking into account all reasonable and reliable information, including forward-looking information, in line with the accounting standards for Business Enterprises No. 8 – asset impairment and relevant accounting policies, and objectively and fairly reflected the company’s financial position and operating results as of December 31, 2021.
Voting results: 9 in favor, 0 against, 0 abstention and 0 avoidance.
（13） The proposal on changing the registered address of the company and amending the Wuxi Autowell Technology Co.Ltd(688516) articles of Association was deliberated and adopted
The company’s change of registered address and amendment of the articles of association are based on the needs of the company’s operation and development, and there are no other violations and violations.
Voting results: 9 in favor, 0 against, 0 abstention and 0 avoidance.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（14） The proposal on extending the validity period of the resolution of the general meeting of shareholders on issuing shares to specific objects in 2021 and the general meeting of shareholders authorizing the board of directors of the company to fully handle the specific matters of this issuance of shares to specific objects was deliberated and adopted
The company proposes to extend the validity period of relevant resolutions on this issuance and the validity period of the board of directors or persons authorized by the board of directors authorized by the general meeting of shareholders to handle the specific matters of this issuance of shares to specific objects, without damaging the interests of the company and other non affiliated shareholders.
Independent directors have expressed independent opinions approved in advance on this proposal.
Voting results: 7 in favor, 0 against, 0 abstention and 2 avoidance.
（15） The proposal on proposing to hold the 2021 annual general meeting of shareholders was deliberated and adopted. The company held the 2021 annual general meeting of shareholders on May 12, 2022. This general meeting of shareholders will be held by a combination of on-site voting and online voting.
Voting results: 9 in favor, 0 against, 0 abstention and 0 avoidance.
Wuxi Autowell Technology Co.Ltd(688516) board of directors
April 15, 2022
