Securities code: Henan Qingshuiyuan Technology Co.Ltd(300437) securities abbreviation: Henan Qingshuiyuan Technology Co.Ltd(300437) Announcement No.: 2022006 Henan Qingshuiyuan Technology Co.Ltd(300437)
Announcement of the resolution of the 11th meeting of the 5th 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
Henan Qingshuiyuan Technology Co.Ltd(300437) (hereinafter referred to as "the company") the 11th meeting of the 5th board of directors was held by on-site voting at 9:00 a.m. on March 7, 2022 in the conference room on the second floor of the company's R & D center. The meeting notice and meeting materials have been notified to all directors and relevant participants by email and telephone on February 25, 2022. There are 9 directors who should attend the meeting and 9 actually attended the meeting. The company's supervisors and some senior managers attended the meeting as nonvoting delegates. The meeting was convened and presided over by Mr. Wang Zhiqing, chairman of the company. The convening and convening of the meeting were in accordance with the company law of the people's Republic of China and the articles of association of Henan Henan Qingshuiyuan Technology Co.Ltd(300437) Technology Co., Ltd.
2、 Deliberations of the board meeting
After deliberation and written vote of the directors present at the meeting, the following resolutions were adopted:
(I) the proposal on the full text and summary of the company's 2021 annual report was deliberated and adopted, which needs to be submitted to the general meeting of shareholders for deliberation and approval.
Voting results: 9 in favor, 0 against and 0 abstention
The full text of the company's 2021 annual report and the summary of the 2021 annual report are detailed in http://www.cn.info.com.cn. The summary of the 2021 annual report is simultaneously published in the securities times, Shanghai Securities News, securities daily and China Securities News.
(II) deliberated and passed the proposal on the president's work report of the company in 2021.
The board of directors listened to the president's work report for 2021 made by the president of the company, and believed that the company's management effectively implemented the resolutions of the board of directors and the general meeting of shareholders in 2021, better completed the business objectives in 2021, and made detailed planning and arrangement for the work plan in 2022 in combination with the actual situation of the company.
Voting results: 9 in favor, 0 against and 0 abstention
(III) the proposal on the work report of the board of directors of the company in 2021 was deliberated and passed, and this proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
Voting results: 9 in favor, 0 against and 0 abstention
Ms. Chen Qi, Mr. Hou Xiangyang and Mr. Zhang Zhijun, the independent directors of the company, submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
(IV) the proposal on the company's 2021 annual financial statement report was deliberated and passed, which needs to be submitted to the general meeting of shareholders for deliberation and approval.
Voting results: 9 in favor, 0 against and 0 abstention
For details of the company's 2021 annual financial statement, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant contents of "section x financial report" in the 2021 annual report.
(V) the proposal on the company's profit distribution plan for 2021 was deliberated and approved, which needs to be submitted to the general meeting of shareholders for deliberation and approval.
The company plans to distribute a cash dividend of 1.0 yuan (tax included) for every 10 shares to all shareholders based on the total number of 259063097 shares of the company as of December 31, 2021, with a total cash dividend of 259063097 yuan (tax included), and the remaining undistributed profits will be accumulated for distribution in subsequent years; In 2021, no shares will be given, nor will the capital reserve be converted into share capital. If the total share capital of the company changes before the implementation of the distribution plan, the distribution proportion will be adjusted accordingly according to the principle that the total distribution amount remains unchanged.
Voting results: 9 in favor, 0 against and 0 abstention
The independent directors of the company expressed their independent opinions. For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
(VI) deliberated and passed the proposal on the company's internal control evaluation report in 2021
Voting results: 9 in favor, 0 against and 0 abstention
The independent directors of the company gave their independent opinions, and the recommendation institution gave its verification opinions. The accounting firm issued an assurance report.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
(VII) deliberated and passed the proposal on the special report on the deposit and use of the company's raised funds in 2021.
Voting results: 9 in favor, 0 against and 0 abstention
The independent directors expressed their independent opinions. The recommendation institution issued verification opinions. The accounting firm issued an assurance report.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
(VIII) the proposal on the prediction of the guarantee line provided by the company for the subsidiary's application for credit extension from the bank was deliberated and adopted, which needs to be submitted to the general meeting of shareholders for deliberation and approval.
It is agreed that the company will provide the wholly-owned subsidiary Henan Tongsheng Environmental Engineering Co., Ltd. (hereinafter referred to as "Tongsheng environment") with a financing guarantee amount of no more than 200 million yuan (including the implemented guarantee) Provide the wholly-owned subsidiary Shaanxi ande Technology Industry Co., Ltd. (hereinafter referred to as "ande technology") with a total amount of no more than 60 million yuan (including the implemented guarantee), and provide Jiyuan Qingyuan Water Treatment Co., Ltd. (hereinafter referred to as "Qingyuan Water Treatment") with a total amount of no more than 200 million yuan (including the implemented guarantee) Provide the holding subsidiary Jiyuan Siweida Environmental Protection Technology Co., Ltd. (hereinafter referred to as "Siweida environmental protection") with a financing guarantee amount of no more than 22 million yuan (including the implemented guarantee). Validity period and authorization: the validity period is 12 months from the date of deliberation and approval of the company's 2021 annual general meeting of shareholders; Within the above quota and period, the company will not hold a separate board of directors or shareholders' meeting to consider the guarantee matters of Tongsheng environment, ande technology, Qingyuan Water Treatment and Siweida environmental protection; The general meeting of shareholders is requested to authorize the management of the company to implement relevant matters within the above limit, and authorize the legal representative (or its authorized representative) to sign the contracts and documents related to the above guarantee.
The financial risk of the guarantee amount provided by the company for its subsidiaries is within the controllable range and complies with the provisions of relevant laws and regulations. Tongsheng environment, ande technology, Henan Qingshuiyuan Technology Co.Ltd(300437) Shanghai, Qingyuan Water treatment, Siweida environmental protection and other subsidiaries are in stable operation. This guarantee is to meet their normal operation needs, help the subsidiaries enhance their operation efficiency and profitability, and meet the interests of the company and all shareholders. The guaranteed objects are all subsidiaries within the scope of the company's consolidated statements, and there is no need for the guaranteed party to provide counter guarantee.
Voting results: 9 in favor, 0 against and 0 abstention
The independent directors expressed their independent opinions.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
(IX) the proposal on the company's proposed application for bank credit line in 2022 was deliberated and approved, which needs to be submitted to the general meeting of shareholders for deliberation and approval.
It is agreed that the company plans to apply to each bank for a comprehensive credit line with a total amount not exceeding the equivalent of RMB 1 million according to the business development, go through relevant procedures according to the credit line, and submit to the general meeting of shareholders to authorize the legal representative of the company to approve and sign relevant agreements and documents according to the capital needs within the scope of the total comprehensive credit line of the bank, The validity period of the applied quota is from the date of deliberation and approval of the company's 2021 annual general meeting to the date of the company's 2022 annual general meeting.
Voting results: 9 in favor, 0 against and 0 abstention
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
(x) deliberated and passed the proposal on the company's provision for credit impairment and asset impairment in 2021.
Voting results: 9 in favor, 0 against and 0 abstention
The independent directors expressed their independent opinions. For details, please refer to the company's disclosure on cninfo.com on the same day
（ http://www.cn.info.com.cn. ）Relevant announcements.
（11） The proposal on the remuneration or allowance standard of the company's directors and senior executives in 2022 was deliberated and adopted, which needs to be submitted to the general meeting of shareholders for deliberation and approval.
1、 The remuneration or allowance standards of directors and senior executives of the company in 2022 are as follows:
1. The independent directors of the company only receive director's allowance in the company, and the allowance standard is 72000 yuan / year (before tax). 2. Non independent directors of the company shall receive remuneration according to their actual positions in the company and subsidiaries and relevant remuneration standards and performance appraisal of the company, without additional director allowance.
3. The company's senior executives adopt an annual salary system, including basic annual salary and performance annual salary. The basic annual salary shall be paid on an average monthly basis; The annual performance salary is mainly determined according to the completion of the company's business performance, the assessment of personal objective responsibility statement and other factors, and will be paid after the completion of the annual assessment.
Basic annual salary (before tax)
President 250000
Vice President 180000
Board Secretary 180000
Chief financial officer 180000
Chief engineer 180000
2、 The remuneration or allowance standards for directors and senior executives of the company confirmed at this meeting are in line with the basic market conditions and the actual situation of the company, which is conducive to improving the competitiveness of the company and does not harm the interests of the company and shareholders. The independent directors expressed their independent opinions.
All directors of the company avoided voting, and this proposal was directly submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（12） The proposal on increasing the registered capital, changing the registered address and amending the articles of association was deliberated and passed. This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
Voting results: 9 in favor, 0 against and 0 abstention
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
（13） The proposal on Revising part of the corporate governance system was deliberated and passed, and this proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
Revise some management systems according to the provisions of relevant laws, regulations and normative documents and in combination with the actual situation of the company. The revised management system is: the management system of the shares held by Henan Qingshuiyuan Technology Co.Ltd(300437) directors, supervisors and senior managers and their changes, the rules of procedure of Henan Qingshuiyuan Technology Co.Ltd(300437) board of directors, the working system of Henan Qingshuiyuan Technology Co.Ltd(300437) independent directors, the rules of procedure of Henan Qingshuiyuan Technology Co.Ltd(300437) general meeting of shareholders, the management system of Henan Qingshuiyuan Technology Co.Ltd(300437) external guarantee and the management system of Henan Qingshuiyuan Technology Co.Ltd(300437) external financial assistance Management system of Henan Qingshuiyuan Technology Co.Ltd(300437) connected transactions, registration management system of Henan Qingshuiyuan Technology Co.Ltd(300437) insiders, detailed rules for the work of the audit committee of Henan Qingshuiyuan Technology Co.Ltd(300437) board of directors.
Among them, the rules of procedure of Henan Qingshuiyuan Technology Co.Ltd(300437) general meeting of shareholders, the rules of procedure of Henan Qingshuiyuan Technology Co.Ltd(300437) board of directors, the working system of Henan Qingshuiyuan Technology Co.Ltd(300437) independent directors, the management system of Henan Qingshuiyuan Technology Co.Ltd(300437) external guarantee and the management system of Henan Qingshuiyuan Technology Co.Ltd(300437) connected transactions need to be submitted to the general meeting of shareholders for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
（14） The proposal on carrying out asset pool business was deliberated and passed, and this proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
It is agreed that the company, wholly-owned subsidiaries and holding subsidiaries cooperate with China Zheshang Bank Co.Ltd(601916) to carry out asset pool business and share the asset pool limit of no more than RMB 100 million, that is, the cumulative spot balance of pledged assets used for the business shall not exceed RMB 100 million, and the limit can be recycled during the business development period, The development period of this asset pool business is from the date of deliberation and approval of the company's 2021 annual general meeting to the convening of the company's 2022 annual general meeting
