Securities code: Luyang Energy-Saving Materials Co.Ltd(002088) securities abbreviation: Luyang Energy-Saving Materials Co.Ltd(002088) Announcement No.: 2022022 Luyang Energy-Saving Materials Co.Ltd(002088)
Announcement of resolutions of the 2021 annual general meeting of shareholders
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. Special tips:
1. The shareholders’ meeting did not veto the proposal.
2. This general meeting of shareholders does not involve any change in the resolution of the previous general meeting of shareholders.
3. In order to respect the interests of small and medium-sized investors and improve their participation in major matters decided by the general meeting of shareholders of the company, the fifth to ninth proposals considered by the general meeting of shareholders will count the votes of small and medium-sized investors separately. Small and medium-sized investors refer to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company.
1、 Convening and attendance of the meeting
1. Meeting time:
(1) On site meeting time: 14:30 PM, Friday, May 20, 2022
(2) Online voting time: Friday, May 20, 2022
Among them, the specific time of online voting through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 20, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is from 9:15 a.m. to 15:00 p.m. on May 20, 2022.
2. Venue: conference room Luyang Energy-Saving Materials Co.Ltd(002088) (hereinafter referred to as “the company”), No. 11, Yihe Road, Yiyuan County, Zibo City, Shandong Province.
3. Convener and Moderator: this general meeting of shareholders is convened by the board of directors of the company and presided over by Mr. Lu Chengbin, the chairman of the board of directors. The convening and holding of this general meeting of shareholders comply with the company law and other relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
4. Meeting method: the shareholders’ meeting is held by combining on-site voting and online voting.
5. Attendance at the meeting:
(1) Overall attendance: 230 shareholders and shareholders’ agents attended the meeting, representing 339020644 voting shares, accounting for 66.96% of the total voting shares of the company. Among them, 222 minority shareholders holding less than 5% (excluding directors, supervisors and senior managers) represent 123195789 voting shares, accounting for 24.33% of the total voting shares of the company.
(2) Attendance at the on-site meeting: 24 shareholders and shareholders’ agents attended the on-site meeting, with 254960304 representative shares, accounting for 50.35% of the total voting shares of the company.
(3) Online voting: there are 206 shareholders voting online, representing 84060340 voting shares, accounting for 16.60% of the total voting shares of the company.
6. Some directors, supervisors, senior managers and witness lawyers of the company attended the shareholders’ meeting. Affected by covid-19 pneumonia, the independent directors of the company participated in the shareholders’ meeting by video. The lawyers of Beijing Zhonglun (Shanghai) law firm witnessed the shareholders’ meeting by video and issued legal opinions.
2、 Deliberation and voting of proposals
The shareholders’ meeting deliberated and passed the following proposals one by one by combining on-site voting and online voting: 1. Deliberated and adopted the work report of the board of directors of the company in 2021
Voting results: 339 Meinian Onehealth Healthcare Holdings Co.Ltd(002044) shares were approved, accounting for 999945% of the total number of valid voting shares attending the general meeting of shareholders; 18600 opposed shares, accounting for 0.0055% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
2. Reviewed and approved the work report of the board of supervisors of the company in 2021
Voting results: 339 Meinian Onehealth Healthcare Holdings Co.Ltd(002044) shares were approved, accounting for 999945% of the total number of valid voting shares attending the general meeting of shareholders; 18600 opposed shares, accounting for 0.0055% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
3. The annual report and summary of the company in 2021 were reviewed and adopted
Voting results: 339 Meinian Onehealth Healthcare Holdings Co.Ltd(002044) shares were approved, accounting for 999945% of the total number of valid voting shares attending the general meeting of shareholders; 18600 opposed shares, accounting for 0.0055% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
4. The company’s 2021 annual financial statement report was reviewed and approved
Voting results: 339 Meinian Onehealth Healthcare Holdings Co.Ltd(002044) shares were approved, accounting for 999945% of the total number of valid voting shares attending the general meeting of shareholders; 18600 opposed shares, accounting for 0.0055% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
5. The 2021 profit distribution plan of the company was reviewed and approved
Profit distribution plan for 2021: Based on the company’s total share capital of 506332586 shares at the end of 2021, the undistributed profit will be distributed with a cash dividend of 7.00 yuan (including tax) for every 10 shares, no bonus shares will be given, and no accumulation fund will be converted into share capital. Before the implementation of this equity distribution, if the total share capital of the company changes due to equity incentive exercise, share repurchase and other reasons, the company will make profit distribution based on the share capital that can participate in profit distribution on the equity registration date when the company implements the profit distribution plan in the future according to the principle of unchanged distribution proportion.
Voting results: 338860644 shares were approved, accounting for 999528% of the total number of valid voting shares attending the general meeting of shareholders; Against 160000 shares, accounting for 0.0472% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
The voting situation of small and medium-sized investors: 123035789 shares were agreed, accounting for 998701% of the total shares of small and medium-sized shareholders with voting rights attending the general meeting of shareholders; Against 160000 shares, accounting for 0.1299% of the total number of voting minority shareholders attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of voting minority shareholders attending the general meeting of shareholders.
6. The proposal on appointing the company’s 2022 financial report and internal control audit institution (1) appointed Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company’s 2022 financial report and internal control audit institution
Voting results: 338835304 shares were approved, accounting for 999453% of the total number of valid voting shares attending the general meeting of shareholders; 40540 shares opposed, accounting for 0.0120% of the total number of valid voting shares attending the general meeting of shareholders; 144800 shares were abstained, accounting for 0.0427% of the total number of valid voting shares attending the general meeting of shareholders.
The voting situation of small and medium-sized investors: 123010449 shares were agreed, accounting for 998496% of the total shares of small and medium-sized shareholders with voting rights attending the general meeting of shareholders; 40540 shares opposed, accounting for 0.0329% of the total number of voting minority shareholders attending the shareholders’ meeting; 144800 shares were abstained, accounting for 0.1175% of the total number of voting minority shareholders attending the shareholders’ meeting.
(2) Pay 1.25 million yuan for financial report and internal control audit in 2022
Voting results: 338986244 shares were approved, accounting for 999899% of the total number of valid voting shares attending the general meeting of shareholders; Against 34400 shares, accounting for 0.0101% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
The voting situation of small and medium-sized investors: 123161389 shares were agreed, accounting for 999721% of the total shares of small and medium-sized shareholders with voting rights attending the general meeting of shareholders; Against 34400 shares, accounting for 0.0279% of the total number of voting minority shareholders attending the shareholders’ meeting; Abstained 0 shares, accounting for 0.0000% of the total number of voting minority shareholders attending the general meeting of shareholders.
7. The proposal on purchasing liability insurance for directors, supervisors and senior managers was deliberated and adopted
Related shareholders Mr. Lu Chengbin, Ms. Ren Defeng, Mr. Lu Chenghong, Mr. Lu Chao, Mr. Wang Kan, Mr. Zheng Weijin, Mr. Ma Zhongjun, Mr. Zhao Shengxiang and Ms. Liu Zhaohong abstained from voting on this proposal. The above shareholders held 81140815 voting shares of the company and abstained from voting 81140815 shares.
Voting results: 257682849 shares were approved, accounting for 999236% of the total number of valid voting shares attending the general meeting of shareholders; 196980 opposed shares, accounting for 0.0764% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
The voting situation of small and medium-sized investors is as follows: 115189827 shares are agreed, accounting for 998293% of the total shares of small and medium-sized shareholders with voting rights attending the general meeting of shareholders; 196980 shares opposed, accounting for 0.1707% of the total number of voting minority shareholders attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of voting minority shareholders attending the general meeting of shareholders.
8. Reviewed and approved the shareholder return plan for the next three years (20222024)
Voting results: 338846844 shares were approved, accounting for 999487% of the total number of valid voting shares attending the general meeting of shareholders; Against 158000 shares, accounting for 0.0466% of the total number of valid voting shares attending the general meeting of shareholders; 15800 shares abstained, accounting for 0.0047% of the total number of valid voting shares attending the general meeting of shareholders.
The voting of small and medium-sized investors: 123021989 shares, accounting for 998589% of the total voting shares of small and medium-sized shareholders attending the general meeting of shareholders; Against 158000 shares, accounting for 0.1283% of the total number of voting minority shareholders attending the shareholders’ meeting; 15800 shares were abstained, accounting for 0.0128% of the total number of voting minority shareholders attending the shareholders’ meeting.
9. The proposal on Amending the remuneration management measures for directors, supervisors and senior managers of the company was deliberated and adopted. The affiliated shareholders Mr. Lu Chengbin, Ms. Ren Defeng, Mr. Lu Chenghong, Mr. Lu Chao, Mr. Wang Kan, Mr. Zheng Weijin, Mr. Ma Zhongjun, Mr. Zhao Shengxiang and Ms. Liu Zhaohong avoided voting on the proposal. The above shareholders held 81140815 voting shares of the company in total, 81140815 shares were withdrawn from voting.
Voting results: 25771529 shares were approved, accounting for% of the total number of valid voting shares attending the general meeting of shareholders
999351 %； Against 167300 shares, accounting for 0.0649% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
The voting situation of small and medium-sized investors is as follows: 115219507 shares are agreed, accounting for 998550% of the total shares of small and medium-sized shareholders with voting rights attending the general meeting of shareholders; Against 167300 shares, accounting for 0.1450% of the total number of voting minority shareholders attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of voting minority shareholders attending the general meeting of shareholders.
10. The proposal on Amending the articles of association was deliberated and adopted
Voting results: 337790944 shares were approved, accounting for 996373% of the total number of valid voting shares attending the general meeting of shareholders; Against 1229700 shares, accounting for 0.3627% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
The proposal is a special resolution, which has been adopted by more than three-quarters of the voting rights held by the shareholders (including shareholders’ agents) who have attended the meeting.
11. The proposal on Amending the rules of procedure of the general meeting of shareholders of the company was deliberated and adopted
Voting results: 339001044 shares were approved, accounting for 999942% of the total number of valid voting shares attending the general meeting of shareholders; Against 19600 shares, accounting for 0.0058% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
3、 Report of independent directors
At the annual general meeting of shareholders, the independent directors of the company made a report to the general meeting of shareholders. The full text of the company’s report on the work of independent directors in 2021 was published on cninfo.com on April 16, 2022 http://www.cn.info.com.cn. For investors.
