Securities code: Zhongshan Public Utilities Group Co.Ltd(000685) securities abbreviation: Zhongshan Public Utilities Group Co.Ltd(000685) Announcement No.: 2022014 Zhongshan Public Utilities Group Co.Ltd(000685)
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Zhongshan Public Utilities Group Co.Ltd(000685) (hereinafter referred to as “the company”) the third extraordinary meeting of the 10th board of directors in 2022 was held on Friday, March 11, 2022 in the form of on-site meeting combined with communication voting. The meeting was presided over by Mr. Guo Jingyi, chairman of the board. The meeting notice was sent by e-mail on March 8, 2022. The number of directors attending the meeting should be 8, and the actual number is 8. The convening procedure of the meeting complies with the relevant provisions of the company law of the people’s Republic of China and the articles of association, and the meeting is legal and effective.
2、 Deliberations of the board meeting
1. The proposal on the establishment of Zhongshan Public Utilities Group Co.Ltd(000685) new energy industry fund and related party transactions was deliberated and adopted
In order to promote the implementation of the company’s 20212026 development strategic plan, The company’s wholly-owned subsidiary Zhongshan Public Utilities Group Co.Ltd(000685) Environmental Protection Industry Investment Co., Ltd. plans to invest 1.5 billion yuan to jointly establish Zhongshan Public Utilities Group Co.Ltd(000685) Guangfa Xinde new energy industry fund (limited partnership) (subject to industrial and commercial registration, hereinafter referred to as “new energy industry fund”) with Gf Securities Co.Ltd(000776) wholly-owned subsidiaries Guangfa Xinde Investment Management Co., Ltd. and Guangfa Qianhe Investment Co., Ltd.
For details, please refer to the securities times, China Securities News, securities daily and cninfo on the same day as this announcement（ http://www.cn.info.com.cn./ ）Announcement on the establishment of Zhongshan Public Utilities Group Co.Ltd(000685) new energy industry fund and related party transactions disclosed.
The independent directors of the company have expressed their prior approval opinions and independent opinions on the above matters. Please refer to cninfo.com for details（ http://www.cn.info.com.cn./ ）Disclosed “prior approval opinions of independent directors on the establishment of Zhongshan Public Utilities Group Co.Ltd(000685) new energy industry fund and related party transactions” and “independent opinions of independent directors on the matters of the third extraordinary meeting of the 10th board of directors in 2022”.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Review results: Mr. Guo Jingyi, a related director, avoided voting, while non related directors had 7 votes in favor, 0 against and 0 abstention.
2. The proposal on the establishment of photovoltaic industry joint venture was deliberated and adopted
In order to implement the company’s development strategy from 2021 to 2026 and actively layout the field of new energy, The wholly-owned subsidiary of the company Zhongshan Public Utilities Group Co.Ltd(000685) Environmental Protection Industry Investment Co., Ltd. (hereinafter referred to as “public environmental investment”) plans to establish a joint venture with the investment and operation of distributed photovoltaic power station as the main business together with the holding subsidiary of Eging Photovoltaic Technology Co.Ltd(600537) Changzhou Eging Photovoltaic Technology Co.Ltd(600537) Technology Co., Ltd. (hereinafter referred to as “Changzhou Yijing”) in RMB cash (subject to the industrial and commercial registration, hereinafter referred to as the “joint venture”), the registered capital is 100 million yuan, of which public environmental investment contributes 70 million yuan, accounting for 70% of the registered capital, and Changzhou Yijing contributes 30 million yuan, accounting for 30% of the registered capital.
For details, please refer to the securities times, China Securities News, securities daily and cninfo on the same day as this announcement（ http://www.cn.info.com.cn./ ）Announcement on the establishment of photovoltaic industry joint venture disclosed. Review results: 8 in favor, 0 against and 0 abstention.
3. The proposal on Amending the investment management system was deliberated and adopted
In order to standardize the due diligence, analysis, judgment and decision-making process of foreign investment projects, strengthen the approval and confirmation of all nodes in the whole investment process, make the process of foreign investment projects clearer and reduce investment risks, it is agreed to revise the investment management system according to the needs of development.
For details, please refer to cninfo.com on the same day as this announcement（ http://www.cn.info.com.cn./ ）Disclosed investment management system
Review results: 8 in favor, 0 against and 0 abstention.
4. Deliberated and adopted the proposal on the election of non independent directors of the 10th board of directors
According to the company law, the articles of association and other relevant provisions, the board of directors of the company is composed of 9 directors, including 5 non independent directors; In order to improve the corporate governance structure and the operation mechanism of the board of directors, after carefully reviewing the relevant materials of the candidates, the board of directors agreed to elect Mr. Huang Zhuwen as a non independent director of the company (the resume is attached), and the term of office is from the date of deliberation and approval by the board of directors to the expiration of the 10th board of directors.
The total number of directors who concurrently serve as the company’s senior management and staff representatives on the board of directors of the company shall not exceed one-half of the total number of directors of the company.
The independent directors of the company expressed their independent opinions on this. Please refer to cninfo.com for details（ http://www.cn.info.com.cn./ ）Independent opinions of independent directors on matters of the third extraordinary meeting of the 10th board of directors in 2022 disclosed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Review results: 8 in favor, 0 against and 0 abstention.
5. The proposal on convening the 1st extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company will hold the first extraordinary general meeting of shareholders in 2022 at 15:00 on Monday, March 28, 2022 in the conference room on the sixth floor, North block, Caixing building, 18 Xingzhong Road, Zhongshan City. For details, please refer to the securities times, China Securities News, securities daily and cninfo.com on the same day as this announcement（ http://www.cn.info.com.cn./ ）The notice on convening the 1st extraordinary general meeting of shareholders in 2022 disclosed.
Review results: 8 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 3rd interim meeting of the 10th board of directors in 2022;
2. Prior approval opinions of independent directors on the establishment of Zhongshan Public Utilities Group Co.Ltd(000685) new energy industry fund and related party transactions; 3. Independent opinions of independent directors on the matters of the third extraordinary meeting of the 10th board of directors in 2022.
It is hereby announced.
Zhongshan Public Utilities Group Co.Ltd(000685) board of directors
March 11, 2002 Annex: resume of Mr. Huang Zhuwen
Huang Jianguo, born in July 1966, is a full-time certified public accountant of Hubei people’s University and holds a master’s degree in management.
Former manager of the planning and finance department and Secretary of the board of directors of the Securities headquarters of China Huarong Trust and Investment Corporation China Galaxy Securities Co.Ltd(601881) Securities Co., Ltd. deputy director of financial capital headquarters (presiding over the work), general manager of Beijing Branch of Galaxy Fund Management Co., Ltd Zhongshan Public Utilities Group Co.Ltd(000685) general manager of investment development department and Secretary of the board of directors Caitong Securities Co.Ltd(601108) general manager of OTC market department and general manager of Investment Banking Department of small and medium-sized enterprises Zhongtai Securities Co.Ltd(600918) managing director of Shenzhen Investment Banking Department and Beijing investment banking headquarters. Now he is the general manager of Zhongshan Public Utilities Group Co.Ltd(000685) company.
Mr. Huang Zhuwen has no relationship with shareholders, actual controllers, directors, supervisors and senior managers who hold more than 5% of the company’s shares, does not hold the company’s shares, and has not been prohibited from entering the securities market by the CSRC; Not subject to administrative punishment by the CSRC or public condemnation or criticism by the stock exchange; No case has been filed and investigated by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations; It does not belong to the dishonest person to be executed.
