Securities Code: 002322 Securities Abbreviation: 理工能科 Announcement No.: 2026-013
Ningbo理工环境能源科技股份有限公司 Announcement of Resolutions of the Second Meeting of the Seventh Board of Directors
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there are no false records, misleading statements, or significant omissions.
Ningbo理工环境能源科技股份有限公司 (hereinafter referred to as the "Company") convened the second meeting of its seventh Board of Directors. The meeting notice was sent to all directors on March 17, 2026, via written, telephone, email, and WeChat methods. The meeting was held on the morning of March 27, 2026, at the Company's conference room located at No. 22, Caoxiejiang Road, Daqi Street, Beilun District, Ningbo City, through on-site voting. Nine directors were eligible to vote, and nine directors actually participated in the voting. Senior management personnel and the head of the internal audit department attended the meeting. The meeting was presided over by Mr. Zhou Fangjie, Chairman of the Board. The convening and voting procedures of this meeting comply with the relevant provisions of the "Company Law of the People's Republic of China," the "Articles of Association," and the "Rules of Procedure for Board Meetings." After deliberation and voting by the attending directors, the following resolutions were passed:
I. The "2025 Annual Manager Work Report" was reviewed and approved by a vote of 9 in favor, 0 against, and 0 abstentions.
II. The "2025 Annual Board of Directors Work Report" was reviewed and approved by a vote of 9 in favor, 0 against, and 0 abstentions.
Independent Directors Mr. Wu Jianhai, Mr. Shi Jianbing, and Mr. Ruan Bowu each submitted their independent director performance reports to the Board of Directors and will present them at the 2025 Shareholders' Meeting.
The Board of Directors, in accordance with relevant regulations, assessed the independence of the incumbent independent directors in 2025 and issued the "Special Report of the Board of Directors on the Self-Inspection of the Independence of Independent Directors."
This proposal needs to be submitted to the Company's 2025 Shareholders' Meeting for review.
The full text of the "2025 Annual Board of Directors Work Report" can be found on the Juchao Information Network (www.cninfo.com.cn). The "2025 Annual Independent Director Performance Report" can be found on the Juchao Information Network (www.cninfo.com.cn). The "Special Report of the Board of Directors on the Self-Inspection of the Independence of Independent Directors" can be found on the Juchao Information Network (www.cninfo.com.cn).
III. The "2025 Annual Report and its Summary" was reviewed and approved by a vote of 9 in favor, 0 against, and 0 abstentions.
This proposal has been reviewed and approved by the Company's Board of Directors' Audit Committee and needs to be submitted to the Company's 2025 Shareholders' Meeting for review.
The full text of the "2025 Annual Report" can be found on the Juchao Information Network (www.cninfo.com.cn). The "2025 Annual Report Summary" is also published in the Securities Times, Shanghai Securities News, and on the Juchao Information Network (www.cninfo.com.cn).
IV. The "2025 Profit Distribution Proposal" was reviewed and approved by a vote of 9 in favor, 0 against, and 0 abstentions.
According to the audit by Tianjian Certified Public Accountants (Special General Partnership), the undistributed profit at the beginning of 2025 for the parent company was RMB 194,765,415.84. In 2025, cash dividends totaling RMB 134,338,386.6 were distributed in May, and cash dividends totaling RMB 98,986,179.6 were distributed in September. The net profit realized by the parent company in 2025 was RMB 703,741,950.52. In accordance with the "Company Law" regarding the distribution of after-tax profits, 10% of the profits should be allocated to the statutory common reserve fund. If the cumulative amount of the statutory common reserve fund reaches 50% of the company's registered capital, no further allocation is required. The Company does not allocate any discretionary common reserve fund. After the cumulative amount reaches 50% of the registered capital, the statutory common reserve fund will no longer be allocated. The distributable profit for the parent company is RMB 665,182,800.16, and the distributable profit for the consolidated statements is RMB 925,826,655.81.