Securities code: 301259 securities abbreviation: aibulu Announcement No.: 2022004 Hunan aibulu Environmental Protection Technology Co., Ltd
Announcement of resolutions of the 16th 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、 Meetings of the board of directors
The notice of the 16th meeting of the second board of directors (hereinafter referred to as "the meeting") of Hunan aibulu Environmental Protection Technology Co., Ltd. (hereinafter referred to as "the company") was sent to all directors of the company by communication on May 16, 2022. The meeting was held by on-site combined communication at 10:00 a.m. on May 19, 2022, in which independent director Lu Liangsheng and independent director Yang Qiulin participated by communication. Five directors should be present at the meeting and five actually present, which is in line with the quorum for convening the board meeting. The meeting was convened and presided over by Mr. Zhong Rubo, chairman of the board of directors. The supervisors and senior managers of the company attended the meeting as nonvoting delegates.
The convening and convening of this meeting comply with the company law of the people's Republic of China and other laws, regulations, normative documents and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
1. The proposal on using idle self owned funds for cash management was deliberated and adopted
After deliberation by the directors attending the meeting, on the premise of ensuring the safety of funds, it is agreed that the company and its holding subsidiaries intend to use idle self owned funds of no more than 200 million yuan (including this amount) to appropriately purchase low-risk and liquid financial products with an investment period of no more than 12 months, including but not limited to financial products, trust products issued by commercial banks, securities companies, insurance companies, trust companies or other financial institutions Asset management plan, structured deposits, money market funds, bond funds, reverse repurchase of treasury bonds, income certificates of securities companies and other financial objects and financial management methods approved according to the company's internal decision-making procedures, but excluding the investment varieties involved in high-risk investment in Shenzhen Stock Exchange listed companies self discipline supervision index No. 2 - standardized operation of GEM listed companies.
The above amount can be recycled within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. The board of directors requests the general meeting of shareholders to authorize the chairman of the company or the person authorized by the chairman to sign relevant contract documents within the above validity period and limit, and the specific matters shall be organized and implemented by the financial department of the company.
The independent directors expressed their independent opinions on the matter, and the recommendation institution issued its verification opinions.
For details, please refer to cninfo.com, the information disclosure media designated by the CSRC（ http://www.cn.info.com.cn. ）Announcement on the use of idle self owned funds and some temporarily idle raised funds for cash management.
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2. The proposal on using some over raised funds to permanently supplement working capital was deliberated and adopted
After deliberation by the directors attending the meeting, the use of part of the over raised funds to permanently supplement the working capital is conducive to better meet the working capital needs of the company's business development, will not conflict with the implementation plan of the investment project of the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders. The board of directors agreed that the company would use part of the over raised funds of 40 million yuan to permanently supplement the working capital, accounting for 27.92% of the total over raised funds.
The independent directors expressed their independent opinions on the matter, and the recommendation institution issued its verification opinions.
For details, please refer to cninfo.com, the information disclosure media designated by the CSRC（ http://www.cn.info.com.cn. ）Announcement on permanent replenishment of working capital by using some over raised funds.
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3. The proposal on using some temporarily idle raised funds for cash management was deliberated and adopted
After deliberation by the directors attending the meeting, it is agreed that the company will use the temporarily idle raised funds (including over raised funds) of no more than RMB 300 million for cash management, and plans to buy financial products or deposit products with high security and good liquidity, including but not limited to structured deposits, large certificates of deposit, time deposits, call deposits and other products. The use of some temporarily idle raised funds for cash management will not affect the normal operation of the investment plan of the raised funds, and the investment products will not be used for pledge.
The validity period of the above quota can be recycled within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. The board of directors requests the general meeting of shareholders to authorize the chairman of the company or the person authorized by the chairman of the board of directors to sign relevant contract documents within the validity period and the scope of the quota. The specific matters shall be organized and implemented by the financial department of the company.
The independent directors expressed their independent opinions on the matter, and the recommendation institution issued its verification opinions.
For details, please refer to cninfo.com, the information disclosure media designated by the CSRC（ http://www.cn.info.com.cn. ）Announcement on the use of idle self owned funds and some temporarily idle raised funds for cash management.
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4. The proposal on changing the registered capital and company type, amending the articles of association and handling the registration of industrial and commercial changes was deliberated and adopted
In accordance with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law of the people's Republic of China, the guidelines for the articles of association of listed companies (revised in 2022), the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in December 2020), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, The company's initial public offering of shares has been listed in Shenzhen Stock Exchange. Now it is necessary to change the company's registered capital and company type, amend the articles of association and handle the change registration of industry and commerce. According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to deal with matters related to the company's initial public offering of A-Shares and listing on the gem of Shenzhen Stock Exchange, which was deliberated and adopted at the first extraordinary general meeting of shareholders in 2020 held on July 2, 2020, the general meeting of shareholders has agreed to authorize the board of directors of the company to handle the amendment of relevant provisions in the articles of association after the completion of this public offering of shares The company's registered capital, industrial and commercial registration of changes and other matters. The above authorization is valid for 24 months. The above changes shall be subject to the contents approved by the market supervision and Administration Bureau. Therefore, the above matters need not be submitted to the general meeting of shareholders for deliberation again.
For details, please refer to cninfo.com, the information disclosure media designated by the CSRC（ http://www.cn.info.com.cn. ）The articles of Association (may 2022) and the announcement on changing the registered capital, company type, amending the articles of association and handling the industrial and commercial change registration.
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
5. The proposal on revising some systems of the company was deliberated and adopted one by one
In order to further improve the corporate governance structure and promote the standardized operation of the company, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of GEM stocks on Shenzhen Stock Exchange (revised in December 2020), the self regulatory guidelines for listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies (revised in 2022), and other relevant laws, regulations and departmental rules Normative documents: the company revises some corporate governance systems in combination with its actual situation. The specific proposals are as follows:
5.01 proposal on Amending the rules of procedure of the general meeting of shareholders
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation. The proposal is a special resolution and requires the consent of more than two-thirds of the voting rights of the shareholders present.
5.02 proposal on Amending the rules of procedure of the board of directors
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation. The proposal is a special resolution and requires the consent of more than two-thirds of the voting rights of the shareholders present.
5.03 proposal on Amending the measures for the administration of external guarantees
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5.04 proposal on Amending the measures for the administration of foreign investment
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5.05 proposal on Amending the measures for the administration of connected transactions
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5.06 proposal on Amending the administrative measures for the use of raised funds
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5.07 proposal on Amending the management system for preventing the occupation of funds by controlling shareholders and related parties
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5.08 proposal on Revising the code of conduct for controlling shareholders and actual controllers
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5.09 proposal on Revising the internal audit system
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
5.10 proposal on Amending the investor relations management system
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
5.11 proposal on Amending the investor protection system
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
5.12 proposal on Revising the information disclosure management system
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
5.13 proposal on Amending the working rules of the Secretary of the board of directors
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
5.14 proposal on Amending the rules of procedure of the audit committee of the board of directors
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
5.15 proposal on Amending the rules of procedure of the nomination committee of the board of directors
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
5.16 proposal on Amending the rules of procedure of the remuneration and assessment committee of the board of directors
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
5.17 proposal on Amending the rules of procedure of the strategy and Development Committee of the board of directors
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
5.18 proposal on Amending the working system of independent directors
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5.19 proposal on Amending the working rules of the general manager
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
The specific contents of relevant systems are detailed in the same day's issue published on cninfo.com, the information disclosure media designated by the CSRC（ http://www.cn.info.com.cn. ）。
6. Deliberated and adopted the proposal on increasing the special account for raised funds
After deliberation by the directors attending the meeting, it is agreed that the company will set up a new special account for raised funds in Shanghai Pudong Development Bank Co.Ltd(600000) Changsha branch zuojiatang sub branch, and authorize the chairman of the company or the person authorized by the chairman of the board to subsequently sign the tripartite supervision agreement for raised funds with relevant parties. The company will timely perform the obligation of information disclosure in strict accordance with relevant laws and regulations according to the progress of relevant matters.
Voting results: 5 in favor, 0 against and 0 abstention. The motion was examined and passed.
7. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
After deliberation, the board of directors agreed to hold the company's first extraordinary general meeting of shareholders in 2022 on Monday, June 6, 2022. The general meeting of shareholders adopted the combination of on-site voting and online voting to consider the proposals to be considered by the general meeting of shareholders.
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