Securities code: Yonker Environmental Protection Co.Ltd(300187) securities abbreviation: Yonker Environmental Protection Co.Ltd(300187) Announcement No.: 2022024 Yonker Environmental Protection Co.Ltd(300187)
Announcement of resolutions of the 15th 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.
Yonker Environmental Protection Co.Ltd(300187) (hereinafter referred to as “the company”) the board of directors sent the notice of the 15th meeting of the 5th board of directors to all directors by telephone, fax or e-mail on April 10, 2022, and the meeting was held by on-site attendance on April 21, 2022. There are 7 directors who should attend the meeting and 7 directors who actually attended the meeting. The meeting was presided over by Mr. Ma Mingfeng, chairman of the board.
The convening procedure of the meeting complies with the company law of the people’s Republic of China, the Yonker Environmental Protection Co.Ltd(300187) articles of Association (hereinafter referred to as the “articles of association”) and relevant laws and regulations, and the voting at the meeting is legal and valid. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. After deliberation, the meeting formed the following resolutions: 1. The full text and summary of the 2021 annual report were considered and adopted by 7 votes in favor, 0 against and 0 abstention
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement on disclosure of Yonker Environmental Protection Co.Ltd(300187) 2021 annual report, Yonker Environmental Protection Co.Ltd(300187) 2021 annual report and Yonker Environmental Protection Co.Ltd(300187) 2021 annual report summary issued. 2、 The work report of the board of directors in 2021 was considered and adopted by 7 votes in favor, 0 against and 0 abstention
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 annual general meeting of shareholders of the company.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Issued the work report of the board of directors for Yonker Environmental Protection Co.Ltd(300187) 2021 and the work report of independent directors for Yonker Environmental Protection Co.Ltd(300187) 2021. 3、 The 2021 annual general manager’s work report was deliberated and adopted by 7 votes in favor, 0 votes against and 0 abstentions. IV. The 2021 annual financial statement was deliberated and adopted by 7 votes in favor, 0 votes against and 0 abstentions
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Issued Yonker Environmental Protection Co.Ltd(300187) 2021 annual financial statement report. 5、 The 2021 profit distribution plan was reviewed and approved by 7 votes in favor, 0 against and 0 abstention
In accordance with the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and other relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), in order to actively repay shareholders and share the operating results of the company’s development with shareholders, in line with the principle of profit distribution, On the premise of ensuring the normal operation and long-term development of the company and giving better consideration to the immediate and long-term interests of shareholders, the profit distribution plan of the company for 2021 is hereby formulated as follows: as of December 31, 2021, the undistributed profit of the parent company is 7131511469 yuan. The company will distribute cash dividends of 0.80 yuan (including tax) for every 10 shares to all shareholders based on the total share capital of 644500165 shares, and will not convert the capital reserve into share capital, No bonus shares.
If there is any change in the total share capital of the company from the date of announcement and disclosure of this resolution to the date of equity distribution and equity registration, the company intends to maintain the distribution proportion per share and adjust the total distribution accordingly.
The independent directors expressed their independent opinions on this.
The above distribution plan shall be submitted to the general meeting of shareholders of the company for deliberation and approval before implementation.
6、 The proposal on hiring an audit institution in 2022 was considered and adopted by 7 votes in favor, 0 against and 0 abstention
In the process of auditing the company’s 2021 annual accounting statements, Tianzhi International Certified Public Accountants (special general partnership) showed good professionalism in strict accordance with the requirements of the auditing standards for Chinese certified public accountants, completed the audit of the company’s 2021 annual report on schedule, and expressed opinions on the company’s accounting statements objectively and fairly. Now, in combination with its professional ethics and ability to perform its duties, The board of directors of the company plans to renew its appointment as the auditor of the company’s 2022 financial report, and submit to the general meeting of shareholders to authorize the company’s operation and management to determine relevant audit fees according to the actual audit business scope and market price level.
The independent directors of the company have expressed their independent opinions approved and agreed in advance on this proposal.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement of Yonker Environmental Protection Co.Ltd(300187) on employing audit institutions in 2021 issued by the State Council. 7、 The report on self-evaluation of internal control in 2021 was considered and adopted by 7 votes in favor, 0 against and 0 abstention
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Issued Yonker Environmental Protection Co.Ltd(300187) 2021 annual internal control self evaluation report. 8、 The proposal on the prediction of daily connected transactions in 2022 was considered and adopted by 7 votes in favor, 0 against and 0 abstention
This proposal involves related party transactions, and the procedures for the avoidance of voting by related directors have been performed. This proposal has been approved in advance by the independent directors of the company and expressed their agreed independent opinions.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement of Yonker Environmental Protection Co.Ltd(300187) on prediction of daily connected transactions in 2022.
Proposal on recognizing the remuneration of senior managers of the company
According to the articles of association, working rules of the general manager, salary management system for senior managers and other relevant rules and regulations, combined with the actual situation of the company and referring to the salary level of industry and region, the adjustment scheme for the salary of senior managers of the company is as follows:
The annual salary of senior managers of the company consists of two parts: basic annual salary and performance annual salary, which are paid separately according to the relevant salary management system of the company. The basic annual salary range of the general manager is Shanghai Pudong Development Bank Co.Ltd(600000) yuan / year – 1 million yuan / year, the basic annual salary range of the deputy general manager is 450000 yuan / year – 750000 yuan / year, the basic annual salary range of the chief financial officer is 450000 yuan / year – 750000 yuan / year, and the basic annual salary range of the Secretary of the board of directors is 450000 yuan / year – 750000 yuan / year, all of which are pre tax income.
The annual performance salary of senior managers is linked to the company’s business objectives. After completing the company’s annual business objectives, senior managers can pay individual annual performance salary within a certain limit, which will be determined separately according to the annual performance responsibility assessment document. If the senior management of the company leaves office due to change of term, re-election, resignation within the term of office and other reasons, it shall be calculated and distributed according to their actual term of office.
At the same time, the company will supplement and confirm the implementation of this plan for the remuneration of senior managers in 2021.
The remuneration scheme for senior managers adopted at the 10th meeting of the third board of directors shall be suspended. 10、 The proposal on the acquisition of minority shareholders’ equity and related party transactions of holding subsidiaries was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention
In order to further develop the company’s hazardous waste disposal business, improve the company’s sustainable operation ability, increase the control strength and decision-making efficiency of subsidiaries, realize the agglomeration of main business assets and improve the company’s overall profitability, the company plans to acquire 30% equity of Jiangsu yongzhiqing solid waste disposal Co., Ltd. (hereinafter referred to as “Jiangsu yongzhiqing”) held by Hunan Yongqing Environmental Technology Industry Group Co., Ltd. (hereinafter referred to as “Yongqing group”) in cash. After evaluation, the evaluation value of 30% equity of Jiangsu yongzhiqing is 284864 million yuan, and the transaction price determined by both parties through negotiation is 255 million yuan. After the acquisition, Jiangsu yongzhiqing became a wholly-owned subsidiary of the company.
As Yongqing group is the controlling shareholder of the company, this acquisition constitutes a connected transaction, and the procedures for avoidance of voting by connected directors have been performed. This proposal has been approved in advance by the independent directors of the company and expressed their agreed independent opinions.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement of Yonker Environmental Protection Co.Ltd(300187) on the acquisition of minority shareholders’ equity and related party transactions of holding subsidiaries issued by . 11、 The proposal on waiver of preemptive rights and related party transactions for holding subsidiaries was deliberated and adopted by 6 votes in favor, 0 against and 0 abstention
In order to help the business development of the holding subsidiary yongzhiqing carbon (Beijing) Technology Co., Ltd. (hereinafter referred to as “yongzhiqing carbon”), attract and retain talents, build a professional team with sustainable competitiveness, introduce new management or business teams according to the needs of business development, and establish a cooperation mechanism of benefit sharing and risk sharing, The company agrees that Mr. Liu daihuan, the director, and Mr. Nie Bing, the deputy general manager, establish Changsha carbon smart enterprise management partnership (limited partnership) (hereinafter referred to as “team shareholding platform”), and Mr. Liu daihuan transfers 33% of the equity of yongzhiqing carbon to the team shareholding platform. After the above equity transfer is completed, Mr. Liu daihuan and Mr. Nie Bing indirectly hold the equity of yongzhiqing carbon through the team shareholding platform.
The company waives the preemptive right to purchase 33% equity of yongzhiqing carbon. As Mr. Liu daihuan is a director of the company, the matter constitutes a connected transaction, and the connected director Mr. Liu daihuan has avoided voting. This proposal has been approved in advance by the independent directors of the company and expressed their agreed independent opinions.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement of Yonker Environmental Protection Co.Ltd(300187) on waiver of preemptive rights and related party transactions for holding subsidiaries issued. 12、 The proposal on Amending and adding some systems was considered and adopted by 7 votes in favor, 0 against and 0 abstention
According to the provisions of relevant laws, regulations and normative documents, combined with the actual situation of the company, in order to standardize the operation and further improve the corporate governance system, the company revised and added the following systems:
The rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the working rules of the general manager, the management system for the shares of the company held by directors, supervisors and senior managers and their changes, the management measures for raised funds, the management system for the registration of insiders, the accountability system for major errors in annual report information disclosure, the internal reporting system of major information, the management measures for information disclosure Working system for independent directors, working system for the Secretary of the board of directors, management system for external guarantees, management system for related party transactions, management system for preventing the occupation of funds by controlling shareholders and related parties, and management system for investor relations. Among them, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the measures for the management of raised funds, the measures for the management of information disclosure, the working system of independent directors, the management system of external guarantee and the management system of connected transactions need to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Relevant systems issued. 13、 The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted by 7 affirmative votes, 0 negative votes and 0 abstention votes
The board of directors of the company proposes to hold the 2021 annual general meeting of shareholders of the company on May 16, 2022 by combining on-site voting and online voting.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Notice of Yonker Environmental Protection Co.Ltd(300187) on convening the 2021 annual general meeting of shareholders issued.
It is hereby announced
Yonker Environmental Protection Co.Ltd(300187) board of directors
April 23, 2022
