Securities code: Anhui Huaqi Environmental Protection&Technology Co.Ltd(300929) securities abbreviation: Anhui Huaqi Environmental Protection&Technology Co.Ltd(300929) Announcement No.: 2022006 Anhui Huaqi Environmental Protection&Technology Co.Ltd(300929)
Announcement of resolutions of the 7th Meeting of the 4th 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
Anhui Huaqi Environmental Protection&Technology Co.Ltd(300929) (hereinafter referred to as "the company") the notice of the seventh meeting of the Fourth Board of directors was sent to all directors by telephone, e-mail and other means of communication on February 27, 2022. The meeting was held at 10:00 a.m. on March 9, 2022 in the company's conference room in the form of on-site meeting combined with communication. The meeting was presided over by Mr. Wang Jian, chairman of the board. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting. One of them voted by means of communication. The supervisors and senior managers of the company attended the meeting as nonvoting delegates.
The convening, convening and voting of this meeting comply with the relevant provisions of the company law of the people's Republic of China and the Anhui Huaqi Environmental Protection&Technology Co.Ltd(300929) articles of Association (hereinafter referred to as the "articles of association"), and the meeting is legal and valid.
2、 Deliberations of the board meeting
(I) deliberating and adopting the work report of the board of directors in 2021
Details are disclosed on cninfo.com.cn on the same day Work report of the board of directors in 2021. The independent directors of the company, Ms. Xu Xiangxin, Mr. Zhang Li, Mr. Huang Zhiquan and Mr. Chen Xiping, submitted the 2021 annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. Details are disclosed on cninfo.com.cn on the same day Report on the work of independent directors in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) review and approve the work report of the general manager in 2021
The board of directors of the company listened to the work report of the general manager in 2021 and believed that the company's operation was in good condition. The content of the report truly reflected the implementation of the company's strategic planning and daily operation and management activities.
Voting results: 9 in favor, 0 against and 0 abstention.
(III) deliberated and passed the proposal on the company's 2021 annual report and its summary
The directors of the company carefully reviewed the full text and abstract of the company's 2021 annual report and believed that the contents of the company's annual report and abstract truly, accurately and completely reflected the company's operation in 2021, and there were no false records, misleading statements or major omissions.
Details are disclosed on cninfo.com.cn on the same day Annual report of 2021 and summary of annual report of 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the company's 2021 annual financial statement report
The board of Directors believes that the financial statement of 2021 objectively and truly reflects the financial situation and operating results of the company in 2021.
Details are disclosed on cninfo.com.cn on the same day Financial final accounts report of 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the company's profit distribution plan for 2021
This profit distribution plan: Based on the total share capital of 82583098 shares of the company, it is proposed to distribute cash dividends of 1.3 yuan (including tax) to all shareholders for every 10 shares, with a total cash dividend of 1073580274 yuan (including tax). In the following years, the remaining undistributed profits will be carried forward without bonus shares, and the capital reserve will be used to increase 6 shares for every 10 shares to all shareholders, with a total of 49549858 shares, After the conversion, the total share capital of the company will increase to 132956 shares.
After deliberation, the board of Directors believes that the profit distribution plan complies with the provisions of the company law, accounting standards for business enterprises, the notice on further implementing matters related to cash dividends of listed companies issued by the CSRC, the regulatory guidelines for listed companies No. 3 - cash dividends of listed companies issued by the CSRC, the articles of association and other provisions, and complies with the profit distribution policies determined by the company Profit distribution plan, long-term return plan of shareholders and relevant commitments made are conducive to all shareholders to share the operating results of the company. This profit distribution plan meets the needs of the company's future operation and development, and has legitimacy, compliance and rationality.
On the premise of ensuring the normal operation and long-term development of the company, the scheme takes into account the short-term and long-term interests of shareholders, and embodies the principle of the company's positive return to shareholders. The implementation of the above plan is in line with the relevant contents of the articles of association and the dividend return plan for the next three years (20192021) promised before IPO, will not cause a shortage of working capital, and is in line with the company's strategic planning and development expectations.
The independent directors expressed their independent opinions on this proposal. Details are disclosed on cninfo.com.cn on the same day Relevant announcements.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and needs to be deliberated and approved by more than 2 / 3 of the effective voting rights held by shareholders (including shareholders' agents) attending the general meeting of shareholders.
(VI) deliberated and passed the proposal on the self-evaluation report on the effectiveness of the company's internal control in 2021
The self evaluation report on the effectiveness of internal control in 2021 objectively and truly reflects the implementation of the company's internal control in 2021, and believes that the company has no major defects in internal control over financial reporting, and no major defects in internal control over non-financial reporting are found.
The independent directors of the company gave their independent opinions on the self-evaluation report on the effectiveness of internal control in 2021, the sponsor Guoyuan Securities Company Limited(000728) issued special verification opinions, and Rongcheng Certified Public Accountants (special general partnership) issued assurance report. Details are disclosed on cninfo.com.cn on the same day Relevant announcements.
Voting results: 9 in favor, 0 against and 0 abstention.
(VII) deliberated and passed the proposal on Directors' remuneration of the company in 2022
According to the articles of association and relevant systems, the remuneration and assessment committee of the company has formulated the remuneration plan for directors in 2022, in which non independent directors holding specific management positions receive corresponding remuneration according to their specific positions in the company; The remuneration of non independent directors who do not hold specific management positions shall be determined according to their responsibilities in accordance with the measures for the administration of the remuneration of Anhui Huaqi Environmental Protection&Technology Co.Ltd(300929) directors, supervisors and senior managers; The allowance for independent directors is 63200 yuan / year (before tax).
After deliberation, the directors of the company believe that the salary proposal is in line with the business scale of the company and the salary level of the contract industry and the same region.
The independent directors expressed clear consent to this. See the details of the relevant announcement disclosed on cninfo.com.cn on the same day Relevant announcements.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VIII) deliberated and passed the proposal on the remuneration of senior managers of the company in 2022
In accordance with laws, regulations, the articles of association and relevant systems, the remuneration and assessment committee of the company has formulated the remuneration plan for senior managers of the company in 2022. After deliberation, the directors of the company believe that the remuneration scheme of the company's senior managers is in line with the company's remuneration management system and the remuneration level of the contract industry and the same region.
The independent directors of the company expressed their independent opinions on this matter. Details are disclosed on cninfo.com.cn on the same day Relevant announcements.
Voting results: 6 in favor, 0 against and 0 abstention. Related directors Mr. Zheng Jie, Mr. Wang aibin and Mr. Lian Hongwei avoided voting.
(IX) deliberated and passed the proposal on the renewal of the company's audit institution in 2022
Rongcheng Certified Public Accountants (special general partnership), who serves the company, has the experience and ability to provide audit services for listed companies. During his tenure as the company's audit institution, he followed the relevant provisions of the independent audit standards for Chinese certified public accountants, worked diligently and conscientiously, adhered to the independent audit with a fair and objective attitude, and earnestly completed all the audit work of the company, Issued independent audit opinions fairly and reasonably. The company plans to appoint Rongcheng Certified Public Accountants (special general partnership) as the company's audit institution in 2022. The employment period will take effect from the date of deliberation and approval by the 2021 annual general meeting of shareholders and will be valid for 1 year.
Independent directors have expressed their prior approval opinions and agreed independent opinions on this proposal. Details are disclosed on cninfo.com.cn on the same day Relevant announcements.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) deliberated and passed the proposal on the application of the company and its subsidiaries for comprehensive credit line from financial institutions in 2022
After careful discussion and deliberation by the directors attending the meeting, according to the company's business plan for 2022, the company and its subsidiaries apply to financial institutions for a comprehensive credit line of no more than 882 million yuan, which can be recycled within the above limit. Each company operated well in 2021, with stable financial indicators, and was able to repay bank loans and other financing at the agreed time. The board of directors agreed to the proposal.
The independent directors of the company expressed their independent opinions on this matter. Details are disclosed on cninfo.com.cn on the same day Relevant announcements.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（11） The proposal on the company's special report on the deposit and use of raised funds in 2021 was reviewed and approved
According to the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and the Shenzhen Stock Exchange GEM listed companies No. 21 - Special Report format for the annual deposit and use of raised funds by listed companies The company has prepared a special report on the annual storage and use of raised funds as of December 31, 2021. During the reporting period, the company used the raised funds in strict accordance with relevant regulations, and the disclosure of relevant information was timely, true, accurate and complete. There was no illegal use of the raised funds, no change or disguised change of the investment direction of the raised funds and damage to the interests of shareholders.
The independent directors expressed their independent opinions on the proposal, the recommendation institution Guoyuan Securities Company Limited(000728) issued a special verification opinion, and Rongcheng Certified Public Accountants (special general partnership) issued a verification report.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 9 in favor, 0 against and 0 abstention.
（12） The proposal on investment and construction of environmental protection industry Incubation Park was deliberated and adopted
According to the development of the industry and the company's future development plan, the company plans to invest no more than 90 million yuan of self raised funds in the construction of environmental protection industry Incubation Park. This foreign investment 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. The amount of this foreign investment does not reach the scope of the deliberation authority of the general meeting of shareholders, It can be implemented after being deliberated and approved by the board of directors.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 9 in favor, 0 against and 0 abstention.
（13） The proposal on Revising the management system of Anhui Huaqi Environmental Protection&Technology Co.Ltd(300929) information disclosure was deliberated and adopted
In order to respond to the needs of investors, learn more about the company, enhance interaction with investors and optimize the quality of information disclosure, the company plans to revise Anhui Huaqi Environmental Protection&Technology Co.Ltd(300929) information disclosure management system.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 9 in favor, 0 against and 0 abstention.
（14） Deliberated and adopted the proposal on proposing to convene the 2021 annual general meeting of shareholders
After deliberation by the directors attending the meeting, it is agreed that the company will hold the 2021 annual general meeting of shareholders by combining on-site voting and online voting at 14:30 p.m. on March 31, 2022.
Details are disclosed on cninfo.com.cn on the same day Notice on convening the 2021 annual general meeting of shareholders.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 7th Meeting of the 4th board of directors;
2. Anhui Huaqi Environmental Protection&Technology Co.Ltd(300929) independent directors' prior approval opinions on matters related to the seventh meeting of the Fourth Board of directors;
3. Anhui Huaqi Environmental Protection&Technology Co.Ltd(300929) independent directors on the 7th Meeting of the 4th board of directors
4. Guoyuan Securities Company Limited(000728) verification opinions on Anhui Huaqi Environmental Protection&Technology Co.Ltd(300929) 2021 annual internal control self-evaluation report;
