Securities code: Beijing Relpow Technology Co.Ltd(300593) securities abbreviation: Beijing Relpow Technology Co.Ltd(300593) Announcement No.: 2022032 Beijing Relpow Technology Co.Ltd(300593)
Announcement on the resolutions of the 16th 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.
1、 Meetings of the board of directors
Beijing Relpow Technology Co.Ltd(300593) (hereinafter referred to as “the company”) the 16th meeting of the 5th board of directors was held in the company’s conference room on April 21, 2022 in the form of on-site and communication. 9 directors should attend the meeting and 9 actually attended the meeting. The meeting was presided over by Mr. Wang Bin, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The notice of the meeting was delivered to all directors, supervisors and senior managers by telephone and e-mail on April 11, 2022. The meeting of the board of directors was held in accordance with the relevant provisions of the company law of the people’s Republic of China and the articles of association, and the meeting was legal and effective.
2、 Deliberations of the board meeting
After deliberation and voting by the attending directors, the following proposals were adopted at the meeting:
1. Deliberated and passed the proposal on the work report of the general manager in 2021
Mr. Wang Bin, the general manager of the company, reported to the board of directors on the production and operation of the company in 2021. The board of directors listened carefully to the report of Mr. Wang Bin, the general manager, and believed that the management of the company had effectively implemented the resolutions of the board of directors and the general meeting of shareholders in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
2. Deliberated and passed the proposal on the work report of the board of directors of the company in 2021
See the work report of the board of directors in 2021 for details; Liu Dong, sun Yuling, Qiao Xiaolin and Lu Haitao, 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.
For details, the company made an announcement on cninfo.com, the gem information disclosure website designated by the CSRC on the same day of this announcement（ http://www.cn.info.com.cn. ）Announcement issued.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes;
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
3. The proposal on the 2021 annual report and summary of the company was deliberated and adopted
The board of Directors believes that the 2021 annual report and the 2021 annual report summary truly reflect the real situation of the company during the reporting period, there are no false records, misleading statements or major omissions, and the information disclosed is true, accurate and complete.
For details, the company made an announcement on cninfo.com, the gem information disclosure website designated by the CSRC on the same day of this announcement（ http://www.cn.info.com.cn. ）Announcement issued.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes;
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
4. The proposal on the company’s report for the first quarter of 2022 was deliberated and adopted
The board of Directors believes that the report for the first quarter of 2022 truly reflects the real situation of the company during the reporting period, there are no false records, misleading statements or major omissions, and the information disclosed is true, accurate and complete.
For details, the company made an announcement on cninfo.com, the gem information disclosure website designated by the CSRC on the same day of this announcement（ http://www.cn.info.com.cn. ）Announcement issued.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes;
5. Deliberated and passed the proposal on the company’s 2021 financial and accounting report
After deliberation, the board of directors of the company believes that the financial report of the company for 2021 has been prepared in accordance with the accounting standards for business enterprises, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the articles of association, which objectively and truly reflects the operating results and financial status of the company in 2021.
The financial report of the company in 2021 was audited by Zhonghui Certified Public Accountants (special general partnership) and issued the audit report of “Zhonghui kuaishan [2022] No. 2485”.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the gem information disclosure website designated by the CSRC on the same day of this announcement Announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
6. Deliberated and passed the proposal on continuing the appointment of accounting firms
Zhonghui Certified Public Accountants (special general partnership) is the company’s financial audit institution in 2021. In order to maintain the continuity of audit work, the board of directors agreed to continue to employ Zhonghui Certified Public Accountants (special general partnership) as the company’s financial audit institution in 2022 after the proposal of the audit committee and the prior approval of all independent directors, At the same time, the general meeting of shareholders is requested to authorize the board of directors and the management of the company to negotiate and determine according to the audit workload and the audit institution.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
7. Deliberated and passed the proposal on the company’s 2021 annual financial statement report
The board of Directors believes that the company’s financial statement for 2021 objectively and truly reflects the company’s financial situation and operating results in 2021.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC on the same day of this announcement（ http://www.cn.info.com.cn. ）Announcement issued. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
8. Proposal on profit distribution of the company in 2021
The audit of Zhonghui Certified Public Accountants (special general partnership) confirmed that the net profit of the parent company in 2021 was 22179922214 yuan. According to the articles of association, the statutory surplus reserve of 2217992221 yuan was withdrawn according to 10% of the net profit of the parent company in 2021; As of December 31, 2021, the actual distributable profit of the parent company in this year is 45097749094 yuan, and the remaining capital reserve of the parent company at the end of the year is 17315798955 yuan.
In view of the good operation of the company at present, in order to ensure the reasonable investment return of shareholders, according to the relevant provisions of the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the relevant provisions of the articles of association of the company, after comprehensive consideration of the reasonable return of investors and the long-term development of the company, On the premise of ensuring the normal operation and business development of the company, the company’s 2021 profit distribution and capital reserve conversion to share capital plan are as follows:
The company plans to distribute cash dividends of 1.05 yuan (including tax) to all shareholders for every 10 shares based on the total share capital on the equity registration date when the profit distribution plan for 2021 is implemented, and increase 4 shares for every 10 shares to all shareholders with capital reserve.
No bonus shares will be given for this profit distribution, and the remaining undistributed profits will be carried forward to the next year. Based on the company’s total share capital of 265985312 shares up to now, the company has distributed a total cash dividend of 2792845776 yuan and increased the share capital of 1063941248 shares. If the total share capital of the company changes before the equity registration date when the equity distribution is implemented, the total amount of dividends and the total amount of converted share capital will be adjusted accordingly according to the principle of paying cash dividends of 1.05 yuan (including tax) for every 10 shares and adding 4 shares unchanged.
The independent directors of the company expressed independent opinions on the matter.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC on the same day of this announcement（ http://www.cn.info.com.cn. ）Announcement issued. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
9. The proposal on the company’s 2021 annual internal control evaluation report was deliberated and adopted
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC on the same day of this announcement（ http://www.cn.info.com.cn. ）Announcement issued. The board of supervisors of the company issued relevant opinions, and the independent directors of the company issued independent opinions on the matter.
The internal control of Juhui certified public accountants Co., Ltd. issued the special audit report of internal control of Juhui (Zhongchao) on December 31, 2026, and the specific contents are detailed in the internal control report of Juhui certified public accountants Co., Ltd. (Zhongchao) on December 31, 2026（ http://www.cn.info.com.cn. ）。
Voting results: 9 in favor, 0 against and 0 abstention.
10. The proposal on the remuneration plan for directors and senior managers was deliberated and adopted
In combination with the main scope, responsibilities and job competence of the management positions of directors and senior managers and the salary level of relevant positions in other relevant enterprises, the company has formulated the salary scheme for directors and senior managers in 2022:
The remuneration paid by the directors will not be determined based on the internal performance appraisal results of the company.
The salary of senior managers in 2022 consists of salary and bonus, which is determined according to their position, working years and performance appraisal results. The human resources department of the company shall propose specific salary indicators according to the salary plan and performance evaluation results, which shall be implemented after being approved by the chairman.
According to the professional quality, competence and performance of independent directors, combined with the region, industry and business scale of the company, and referring to the salary level of Listed Companies in the same industry, the company decided to confirm the allowance standard of independent directors as 150000 yuan per year (before tax), and the allowance of independent directors shall be paid on a monthly basis.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
11. The proposal on proposing to convene the 2021 annual general meeting of shareholders was deliberated and adopted
The board of Directors proposes to hold the 2021 annual general meeting of shareholders at No. 139, Shuangying Middle Road, science and Technology Park, Changping District, Beijing at 3:00 p.m. on Monday, May 16, 2022. This general meeting of shareholders is held by combining on-site meeting and online voting.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC on the same day of this announcement（ http://www.cn.info.com.cn. ）Announcement issued. Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference:
1. The resolution of the 16th meeting of the 5th board of directors signed by all directors attending the meeting; 2. Independent opinions of the company’s independent directors on relevant matters;
3. Prior approval opinions of independent directors of the company on relevant matters. It is hereby announced.
Beijing Relpow Technology Co.Ltd(300593) board of directors
April 23, 2022
