Securities code: Bece Legend Group Co.Ltd(000803) securities abbreviation: Bece Legend Group Co.Ltd(000803) Announcement No.: 2022029 Bece Legend Group Co.Ltd(000803)
Announcement of resolutions of the 50th meeting of the 10th 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.
Bece Legend Group Co.Ltd(000803) (hereinafter referred to as "the company" or " Bece Legend Group Co.Ltd(000803) ") the notice of the 50th meeting of the 10th board of directors was sent by mail on February 24, 2022, and the meeting was held by means of communication voting on March 4, 2022. Five directors should attend the meeting, five directors actually attended the meeting, and supervisors and senior executives attended the meeting as nonvoting delegates, The meeting was presided over by the chairman, Mr. Kuang Zhiwei. The meeting was held in accordance with the relevant provisions of the company law of the people's Republic of China and the Bece Legend Group Co.Ltd(000803) articles of Association (hereinafter referred to as the "articles of association"). After deliberation and approval by the directors present, the following proposals were unanimously adopted by voting:
1、 Deliberated and adopted the annual report and summary of 2021
For details, please refer to the annual report of 2021 and the summary of the annual report of 2021 disclosed at the same time with this announcement. Voting results: 5 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
2、 Deliberated and adopted the work report of the board of directors in 2021
For details, see the work report of the board of directors in 2021 disclosed at the same time as this announcement.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
3、 Deliberated and adopted the financial final accounts report for 2021
For details, please refer to the financial statements and audit report of 2021 disclosed at the same time as this announcement.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
4、 Deliberated and adopted the self-evaluation report on internal control in 2021
For details, see the 2021 internal control self-evaluation report disclosed at the same time as this announcement.
Voting results: 5 in favor, 0 against and 0 abstention.
5、 The plan for profit distribution and conversion of capital reserve into share capital in 2021 was reviewed and approved
Audited and confirmed by Zhonghua Certified Public Accountants (special general partnership), the company's consolidated net profit attributable to the owner of the parent company in 2021 was 8050629575 yuan, and the undistributed profit at the end of the consolidation period was -14018431128 yuan; The parent company realized a net profit of 5447832501 yuan and an undistributed profit of -20274023459 yuan at the end of the period. In view of the company's current operation and financial situation, combined with its own strategic development plan, and on the premise of ensuring normal operation and sustainable development, in order to actively repay shareholders and optimize the company's share capital structure, the board of Directors proposes that the company's profit distribution and capital reserve converted into share capital in 2021 are as follows:
In 2021, the company did not distribute cash dividends or bonus shares, and transferred 4 shares for every 10 shares to all shareholders with capital reserve.
If the total share capital of the company changes due to share repurchase, equity incentive exercise, refinancing, listing of new shares and other reasons from the publication of the distribution plan to the implementation, the company will adjust accordingly according to the principle of "unchanged distribution proportion" based on the total share capital after the closing of the market on the equity registration date when the future capital reserve is converted to share capital plan is implemented. The amount of capital reserve converted into share capital will not exceed the balance of "capital reserve - share capital premium" when the plan for capital reserve converted into share capital is implemented.
For details, please refer to the announcement on the plan for profit distribution and conversion of capital reserve into share capital in 2021 disclosed at the same time with this announcement.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
6、 The special report on the deposit and use of raised funds in 2021 was reviewed and approved
For details, see the special report on the deposit and use of raised funds in 2021 disclosed at the same time as this announcement.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
7、 Deliberated and passed the proposal on the prediction of guarantee amount for subordinate companies in 2022
For details, please refer to the announcement on the prediction of guarantee amount for subordinate companies in 2022 disclosed at the same time with this announcement.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
8、 The proposal on acquiring 80% equity of Shandong Henghua JIAYE Environmental Protection Technology Co., Ltd. was deliberated and passed. In order to focus on the overall strategic development plan of kitchen organic waste treatment and waste edible oil resource utilization business, the company plans to acquire the counterparties Zhang shuimao, Zhang Xiongjian Zhang Yonghai holds 38.96%, 13.54% and 27.50% equity of Shandong Henghua JIAYE Environmental Protection Technology Co., Ltd. (hereinafter referred to as "Henghua JIAYE"). The transfer price corresponding to the subject equity is tentatively set at 28.97 million yuan. After the completion of this acquisition, the company will hold 80% equity of Henghua JIAYE, which will be included in the scope of the company's consolidated statements.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this transaction does not constitute a related party transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, so it is not necessary to submit it to the general meeting of shareholders for deliberation.
For details, see the announcement on the acquisition of 80% equity of Shandong Henghua JIAYE Environmental Protection Technology Co., Ltd. disclosed at the same time with this announcement.
Voting results: 5 in favor, 0 against and 0 abstention.
9、 The proposal on changing the purpose of part of the raised funds of raised investment projects, the implementation subject and the use of the raised funds for foreign investment was deliberated and adopted
According to the company's long-term strategic planning and current development needs, in order to improve the use efficiency of the raised funds, the company plans to use 1139092 million yuan of the raised funds not yet invested in the "new town thermal expansion and transformation project" The "biogas slurry recycling production project", that is, the "water and fertilizer recycling production and construction project of Jinan jiahexiang Agricultural Technology Co., Ltd." has not yet invested 666413 million yuan of raised funds, and the total raised funds originally planned to invest in the "biomass utilization expansion project of Huimin Dapu biomass energy Co., Ltd." are 56 million yuan, totaling 2365505 million yuan, Used to acquire 99.996% equity of Beijing chenai bioenergy Technology Co., Ltd
This time, the purpose, implementation subject and foreign investment of some raised funds of the raised investment project are changed, Comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, etc.
This transaction does not constitute a related party transaction, nor does it constitute a major asset reorganization as required, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
For details, please refer to the announcement on changing the purpose, implementation subject and foreign investment of some raised funds of raised investment projects disclosed at the same time with this announcement.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
10、 The proposal on adjusting the list and number of incentive objects granted for the first time in the second phase of restricted stock incentive plan was deliberated and adopted
Among the incentive objects to be granted in the second phase of the company's restricted stock incentive plan, 13 incentive objects voluntarily give up subscribing for the restricted shares to be granted by the company due to personal reasons, and 2 incentive objects no longer meet the incentive object qualification of this incentive plan due to resignation, In accordance with the relevant provisions of the company's phase II restricted stock incentive plan and the authorization of the company's first extraordinary general meeting in 2022, the board of directors agreed to adjust the list and number of incentive objects granted for the first time in the incentive plan. The specific adjustment contents are as follows: the number of incentive objects granted for the first time in the incentive plan is adjusted from 146 to 131. The restricted stock shares generated by the resignation of the incentive object and the voluntary abandonment of subscription for personal reasons of the incentive object are distributed to other existing incentive objects. The number of restricted stock shares granted for the first time remains unchanged, still 9 million A-share common shares. The reserved grant part is changed from 2.249 million shares to 2.2 million shares, and the total number of restricted shares granted under the incentive plan is adjusted from 11.249 million shares to 11.2 million shares. For details, see the announcement on adjusting the list and number of incentive objects granted for the first time in the second phase of the restricted stock incentive plan disclosed at the same time with this announcement.
Voting results: 4 in favor, 0 against and 0 abstention.
As the incentive object of this incentive plan, director Mr. Kuang Zhiwei avoided voting on this proposal.
11、 The proposal on granting restricted shares to the incentive objects of the second phase of restricted stock incentive plan for the first time was deliberated and adopted
According to the relevant provisions of the measures for the administration of equity incentive of listed companies and the company's phase II restricted stock incentive plan (Draft), the board of Directors believes that the conditions for the first restricted stock grant specified in the company's phase II restricted stock incentive plan have been met. According to the authorization of the first extraordinary general meeting of shareholders in 2022, The board of directors adjusted the list and number of incentive objects granted for the first time in the incentive plan. The board of directors determined that the first grant date of the incentive plan was March 4, 2022, and granted 9 million restricted shares to 131 eligible incentive objects for the first time, with the grant price of 11.02 yuan / share.
For details, see the announcement on granting restricted shares to the incentive objects of the phase II restricted stock incentive plan for the first time, which is disclosed at the same time with this announcement.
Voting results: 4 in favor, 0 against and 0 abstention.
As the incentive object of this incentive plan, director Mr. Kuang Zhiwei avoided voting on this proposal.
12、 Deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders
According to the overall work arrangement of the company, the company decided to hold the 2021 annual general meeting of shareholders in the company's conference room on March 31, 2022 by combining on-site meeting and online voting.
For details, see the notice on convening the 2021 annual general meeting of shareholders disclosed at the same time with this announcement. Voting results: 5 in favor, 0 against and 0 abstention. It is hereby announced.
Bece Legend Group Co.Ltd(000803)
Board of directors
March 4, 2022
