Securities code: 301018 securities abbreviation: Guangdong Shenling Environmental Systems Co.Ltd(301018) Announcement No.: 2022-001
Guangdong Shenling Environmental Systems Co.Ltd(301018)
Announcement on the resolution of the sixth meeting of the third 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.
The sixth meeting of the third board of directors of Guangdong Shenling Environmental Systems Co.Ltd(301018) (hereinafter referred to as “the company”) was held at 14:00 p.m. on February 22, 2022 in the company’s conference room in the form of on-site meeting. The notice of this meeting was sent to all directors, supervisors and senior managers of the company by telephone and e-mail on February 17, 2022. There are 9 directors who should attend the meeting, and the actual number of attendees is 9. The meeting was presided over by Mr. Cui Yingqi, chairman of the company. The Secretary of the board of directors, supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of the meeting shall comply with the relevant provisions of the company law and the articles of association, and the meeting shall be legal and effective. After discussion and voting by the directors present at the meeting, the following resolutions were considered and adopted:
1、 The proposal on the company’s application for comprehensive credit line from the bank was deliberated and adopted
In order to meet the capital needs of the company’s daily production, operation and business development, the company applies to the bank for a comprehensive credit line of no more than RMB 2.4 billion. Comprehensive credit extension includes but is not limited to working capital loan, project loan, bank acceptance bill, letter of guarantee, factoring, opening letter of credit, documentary bill, trade financing, bill discount, financial leasing and other comprehensive credit extension businesses. The mortgage and guarantee methods of bank credit include: mortgage of real estate, machinery and equipment, pledge of intellectual property rights, accounts receivable, etc. The final credit term shall be subject to the actual approval of the bank, and the credit line can be recycled within the credit term. The above credit line is only the credit line to be applied by the company, and the specific credit amount shall be subject to the relevant contract signed with the bank according to the actual capital needs of the company. The board of directors requests the general meeting of shareholders to authorize the chairman of the company to handle all procedures related to the bank’s comprehensive credit business within the above credit line (including but not limited to applications, contracts, agreements and other documents related to credit extension, loan, financing, mortgage, pledge and guarantee). All legal and economic responsibilities arising therefrom shall be borne by the company. The validity period of authorization is 24 months from the date of deliberation and approval by the general meeting of shareholders of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors gave their independent opinions on the proposal, and the board of supervisors gave their audit opinions. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the company’s application for comprehensive credit line from the bank (Announcement No.: 2022-003).
2、 The proposal on the company’s shareholders providing guarantee and related party transactions for the company’s application for comprehensive credit line from the bank was deliberated and adopted
The company’s application for comprehensive credit from the bank is mainly to meet the capital needs of the company’s daily production, operation and business development. At present, the company is in stable operation, has good solvency, and provides guarantee with controllable risk. Therefore, it is agreed that the company’s shareholders Mr. Cui Yingqi, Mr. Tan Bingwen, Ms. Su Cuixia, Mr. Ou Zhaoming and Guangdong Shenling Investment Co., Ltd. provide the company with joint and several liability free guarantee with a total amount of no more than RMB 2.4 billion (including but not limited to joint and several liability guarantee, mortgage / pledge guarantee, etc.), The final credit line and term shall be subject to the agreement actually signed between the company and the bank, and the specific amount shall be subject to the amount actually incurred between the bank and the company. The company is exempted from paying guarantee fees.
Related directors Mr. Cui Yingqi, Mr. Tan Bingwen, Ms. Cui Zihua and Mr. Chen Zhongbin abstained from voting on this proposal. Voting results: 5 in favor, 0 against, 0 abstention and 4 avoidance votes.
The independent directors gave their prior approval opinions and agreed independent opinions on this proposal, the board of supervisors gave their review opinions, and the recommendation institution China Securities Co.Ltd(601066) issued their agreed verification opinions. In accordance with the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, this proposal is exempted from submission to the general meeting of shareholders for deliberation.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the company’s shareholders providing guarantees and related party transactions for the company’s application for comprehensive credit line from the bank (Announcement No.: 2022-004)
3、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was reviewed and approved
According to the company law, the articles of association and other relevant provisions, some proposals of the sixth meeting of the third board of directors of the company involve the functions and powers of the general meeting of shareholders and need to be submitted to the general meeting of shareholders for deliberation. The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 at 14:00 on Thursday, March 10, 2022 at No. 8, Xinglong 10th Road, mechanical equipment Park, Chencun Town, Shunde District, Foshan City, Guangdong Province.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-005).
4、 Documents for future reference
1. Resolutions of the 6th meeting of the 3rd board of directors;
2. Prior approval opinions of independent directors on matters related to the sixth meeting of the third board of directors of the company;
3. Independent opinions of independent directors on matters related to the sixth meeting of the third board of directors of the company.
It is hereby announced
Guangdong Shenling Environmental Systems Co.Ltd(301018) board of directors February 22, 2022
