Securities code: Funeng Oriental Equipment Technology Co.Ltd(300173) securities abbreviation: Funeng Oriental Equipment Technology Co.Ltd(300173) Announcement No.: 2022042 Funeng Oriental Equipment Technology Co.Ltd(300173)
Announcement of resolutions of the 28th meeting of the 5th 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.
Funeng Oriental Equipment Technology Co.Ltd(300173) (hereinafter referred to as "the company") the 28th meeting of the Fifth Board of directors was held at 19:00 on April 21, 2022 in Funeng hall, room 33013310, block 5, No. 17, Jihua Sixth Road, Chancheng District, Foshan City by means of a combination of teleconference and on-site meeting. The notice of the meeting was delivered to all directors in written form such as electronic information on April 17, 2022.
There were 9 directors who should attend the meeting and 9 actually attended the meeting, including 7 directors who participated in the meeting by teleconference, namely Wang Guiyin, Chen Wu, Xu Mingyi, Chen Liang, Cao Limei, Ge Lei and Li Zhenghua. Supervisors and senior executives of the company attended the meeting as nonvoting delegates.
The convening and convening of this meeting comply with the relevant provisions of the company law of the people's Republic of China and the articles of association. After careful deliberation by the directors attending the meeting, the following proposals were adopted by means of communication and on-site voting one by one:
1、 The proposal on changing accounting estimates was deliberated and adopted
After deliberation, the board of directors of the company agreed to change the depreciation period of fixed assets such as data operation and maintenance cabinets and special equipment and the amortization period of long-term deferred expenses affected by house reinforcement and transformation. The change of accounting estimate is a reasonable change made according to the actual situation of the company and complies with the accounting standards for business enterprises and relevant laws and regulations. The changed accounting estimate can more objectively and fairly reflect the financial status and operating results of the company. This change adopts the future applicable method, which will not affect the financial status and operating results of previous years, and there is no need for retroactive adjustment. Relevant decision-making procedures comply with relevant laws and regulations and the articles of association.
The proposal was adopted with 9 affirmative votes, 0 abstention and 0 opposition.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on changing the accounting estimates of the company.
2、 The proposal on the 2021 annual report and its summary was deliberated and adopted
In accordance with relevant laws and regulations and the relevant provisions of the articles of association, and in combination with its own business situation, the company has prepared and completed the 2021 annual report and its summary.
The proposal was reviewed by the board of supervisors of the company.
The proposal was adopted with 9 affirmative votes, 0 abstention and 0 opposition.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Annual report 2021 and summary of annual report 2021 on.
3、 The proposal on the report of the first quarter of 2022 was deliberated and adopted
The company has prepared the first quarter report of 2022 in accordance with relevant laws and regulations and the relevant provisions of the articles of association and in combination with its own business situation.
The proposal was reviewed by the board of supervisors of the company.
The proposal was adopted with 9 affirmative votes, 0 abstention and 0 opposition.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day First quarter report of 2022 on.
4、 The proposal on the work report of the board of directors in 2021 was deliberated and adopted
The board of directors of the company summarized the performance of duties and relevant work contents in 2021 and prepared the work report of the board of directors in 2021. Cao Limei, Ge Lei and Yin Zhanwu, the independent directors of the company at that time, respectively 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 annual general meeting of shareholders of the company.
The proposal was adopted with 9 affirmative votes, 0 abstention and 0 opposition.
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 company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day The report on the work of the board of directors in 2021 and the report on the work of independent directors in 2021.
5、 The proposal on the work report of the general manager in 2021 was deliberated and adopted
Mr. Chen Wu, the general manager of the company, summarized the performance of duties and relevant work contents in 2021 and formed the work report of the general manager in 2021. The board of Directors believes that the report objectively and truly reflects the overall operation of the company in 2021, and the management of the company has effectively implemented the resolutions of the board of directors.
The proposal was adopted with 9 affirmative votes, 0 abstention and 0 opposition.
6、 The proposal on the financial final accounts report of 2021 was deliberated and adopted
The board of Directors believes that the company's financial statement for 2021 objectively and truly reflects the company's financial situation, operating results and cash flow in 2021.
The proposal was reviewed by the board of supervisors of the company.
The proposal was adopted with 9 affirmative votes, 0 abstention and 0 opposition.
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 company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day "Section x financial report" of the 2021 annual report on.
7、 The proposal on the profit distribution plan for 2021 was reviewed and approved
In combination with the operation of the company in 2021, in order to realize the sustainable, stable and healthy development of the company and better safeguard the long-term interests of all shareholders, the board of directors agreed that the company would not distribute cash dividends, bonus shares or increase share capital with capital reserve in 2021. The profit distribution plan complies with the relevant provisions of the company law, the securities law and the articles of association and the actual operation of the company.
The proposal was reviewed by the board of supervisors of the company; The independent directors expressed their independent opinions.
The proposal was adopted with 9 affirmative votes, 0 abstention and 0 opposition.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Details are disclosed on www.info.cn Announcement on profit distribution plan for 2021 on.
8、 The proposal on the occupation of funds by the company's controlling shareholders and other related parties in 2021 was reviewed and adopted
During the reporting period, the company did not occupy the funds of controlling shareholders and other related parties.
The independent directors of the company expressed their independent opinions on this.
Wang Guiyin, Chen Gang and Chen Liang, the related directors of the proposal, abstained from voting; It was adopted with 6 affirmative votes, 0 abstention and 0 opposition.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 The proposal on self-evaluation report of internal control in 2021 was considered and adopted
According to the identification of major defects in the company's internal control over financial reporting, there are no major defects or important defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report. The board of Directors believes that 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, but there are major defects in individual businesses in previous years, and the company has corrected itself, Promote the effective operation of internal control.
According to the identification of major defects in the company's internal control over non-financial reports, on the benchmark date of the internal control evaluation report, the company found no major defects or important defects in the internal control over non-financial reports, but there were general defects. The board of directors believed that the company must strengthen internal control, improve the level of corporate governance, ensure that the internal control system can meet the requirements of the company's management, ensure the healthy operation of various business activities and relevant national laws Implement laws and regulations and the company's internal rules and regulations to ensure the safety and integrity of the company's assets.
The proposal was reviewed by the board of supervisors of the company; The independent directors expressed their independent opinions.
The proposal was adopted with 9 affirmative votes, 0 abstention and 0 opposition.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Self evaluation report on internal control in 2021.
10、 The proposal on withdrawing credit impairment loss and asset impairment loss in 2021 was reviewed and approved
After deliberation by the board of directors of the company, it is agreed that the company will withdraw 10142308093 yuan of credit impairment loss and 16249296487 yuan of asset impairment loss in 2021.
The proposal was reviewed by the board of supervisors of the company; The independent directors expressed their independent opinions.
The proposal was adopted with 9 affirmative votes, 0 abstention and 0 opposition.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the provision of credit impairment loss and asset impairment loss in 2021.
11、 The proposal on purchasing liability insurance for directors, supervisors and senior officers was deliberated and adopted
In order to improve the corporate governance mechanism, establish an institutional system of both incentive and restraint, effectively manage the management risks and legal risks of the company's directors, supervisors and senior managers (hereinafter referred to as "directors, supervisors and senior managers"), protect the rights and interests of the company and directors, supervisors and senior managers, and promote directors, supervisors and senior managers to better perform their duties. After deliberation, it is agreed that the company will purchase "liability insurance for directors, supervisors and senior executives" of domestic insurance companies for directors, supervisors and senior executives in 2022, with a compensation limit of 30-50 million yuan, a premium amount of no more than 1 million yuan / year (subject to the final quotation data of the insurance company), and an insurance period of 12 months.
Specifically, the chairman is authorized to handle the above business on behalf of the company and sign relevant insurance contracts (agreements) and all documents related to the above business.
The proposal was adopted with 9 affirmative votes, 0 abstention and 0 opposition.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
It is agreed that the company will hold the 2021 annual general meeting of shareholders in the Funeng Hall of the company at 15:00 on Monday, May 16, 2022 by combining on-site voting and online voting.
Deliberation proposal:
1. Proposal on 2021 annual report and its summary;
2. Proposal on the work report of the board of directors in 2021;
3. Proposal on the work report of the general manager in 2021;
4. Proposal on 2021 annual financial statement report;
5. Proposal on 2021 profit distribution plan;
6. Proposal on the capital occupation of the company's controlling shareholders and other related parties in 2021; 7. Proposal on purchasing liability insurance for directors, supervisors and senior officers.
The proposal was adopted with 9 affirmative votes, 0 abstention and 0 opposition.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on convening the 2021 annual general meeting of shareholders.
It is hereby announced.
Funeng Oriental Equipment Technology Co.Ltd(300173) board of directors April 23, 2022
