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Securities code: 300422 securities abbreviation: Guangxi Bossco Environmental Protection Technology Co.Ltd(300422) Announcement No.: 2021-196 bond Code: 123010 bond abbreviation: Bosch convertible bond
Guangxi Bossco Environmental Protection Technology Co.Ltd(300422)
Announcement on resolutions of the 13th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete
There are false records, misleading statements or major omissions.
The office of the board of directors of Guangxi Bossco Environmental Protection Technology Co.Ltd(300422) (hereinafter referred to as "the company") sent the notice of the 13th meeting of the Fifth Board of directors to all directors by fax, SMS, e-mail and telephone on December 28, 2021. The meeting was held on December 31, 2021 in the conference room of the company at No. 101, Gao'an Road, high tech Zone, Nanning, Guangxi by means of on-site communication. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting. The meeting was presided over by Mr. Zhang xueqiu, chairman of the company, and the supervisors and some senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the articles of association, the rules of procedure of the board of directors and relevant laws and regulations, and the resolutions are legal and effective.
After careful deliberation one by one by the directors attending the meeting, the following proposals were adopted by open ballot:
1、 Deliberated and adopted the regulations on changing the registered capital and business scope of the company and revised it
<公司章程>
Proposal for
Due to the conversion of "Bosch convertible bonds" into shares and the issuance of shares to specific objects in 2021, according to the latest capital structure table of the company issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the total capital stock of the company was 504872458.00 shares as of December 30, 2021. The company plans to change the registered capital from 405711821.00 yuan to 504872458.00 yuan, and modify the Guangxi Bossco Environmental Protection Technology Co.Ltd(300422) articles of Association (hereinafter referred to as the "articles of association").
According to the needs of the company's business development and the notice of the general office of the State Administration of market supervision on implementing the full coverage pilot reform of "separation of certificates and licenses" and carrying out the standardization of business scope registration of market entities in the pilot free trade zone (Shi Jian Zhu [2019] No. 66) and the notice of the municipal regulatory bureau of the autonomous region on carrying out the standardization reform of business scope registration According to the spirit of the document (GUI Shi Jian GUI [2020] No. 2), the company intends to change its business scope, modify the articles of association and handle the industrial and commercial change registration accordingly.
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After careful discussion and deliberation, the directors attending the meeting agreed to change the registered capital and business scope of the company and modify the relevant contents of the articles of association accordingly. The board of directors requests the general meeting of shareholders to authorize the board of directors and agrees that the board of directors authorizes the company's management to handle relevant matters and sign relevant documents.
For details, please refer to the same day's publication on the gem information disclosure website designated by the CSRC (cninfo: http://www.cn.info.com..cn. ）On changing the registered capital and business scope of the company and amending
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Notice of.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Deliberated and adopted the agreement on signing
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And related party transactions
In view of the overlap between the controlling shareholder Guangzhou Environmental Protection Investment Group Co., Ltd. (hereinafter referred to as "Guangzhou Environmental Investment Group") and the company in terms of hazardous waste treatment, cleaning and soil remediation, in order to standardize and solve potential horizontal competition problems, Guangzhou Environmental Investment Group has issued the letter of commitment on avoiding horizontal competition, the supplementary letter of commitment on avoiding horizontal competition and《
<关于避免同业竞争的承诺函>
Supplementary commitments of the.
Guangzhou environmental investment and Environment Group Co., Ltd. (hereinafter referred to as "Guangzhou environmental investment and environment company") is a wholly-owned subsidiary of Guangzhou environmental investment group. It is mainly engaged in providing domestic waste cleaning, collection and transportation services in Guangzhou, which coincides with the environmental sanitation integration of the company. In order to fulfill the contract issued by Guangzhou Environmental Investment Group on July 16, 2021《
<关于避免同业竞争的承诺函>
After careful discussion and deliberation by the directors attending the meeting, it is agreed that the company will sign the entrusted management contract with Guangzhou environmental investment group and its wholly-owned subsidiary Guangzhou environmental investment environment company to entrust the company with the management of some cleaning and cleaning projects, and the company will provide management guidance and consulting services for the production and operation activities of the entrusted projects. The independent directors of the company issued independent opinions recognized and agreed in advance, the board of supervisors of the company issued audit opinions, and continuously supervised the recommendation institution to issue special verification opinions.
According to articles 7.2.3 and 7.2.11 of Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Guangzhou environmental investment group and its wholly-owned subsidiary Guangzhou environmental investment environment company are related parties of the company. This transaction constitutes a related party transaction. If this transaction is implemented, The cumulative amount of connected transactions between the company and the same connected person will exceed 5% of the absolute value of the company's latest audited net assets
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Matters shall be submitted to the general meeting of shareholders of the company for deliberation. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
For details, please refer to the same day's publication on the gem information disclosure website designated by the CSRC (cninfo: http://www.cn.info.com..cn. ）On signing
<委托管理合同>
Announcement on China Securities Co.Ltd(601066) signing of Guangxi Bossco Environmental Protection Technology Co.Ltd(300422) and related party transactions
<委托管理合同>
And verification opinions on connected transactions.
Voting results: related directors Mr. Zhang xueqiu, Mr. Li Shuijiang, Ms. Zhu Xiaofeng and Mr. Zhang Xiaogang avoided voting, with 5 affirmative votes, 0 negative votes and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 The proposal on adjusting the guarantee amount between subsidiaries was deliberated and adopted
According to the authorization of the company's 2020 annual general meeting of shareholders and the third extraordinary general meeting of shareholders in 2021, and after careful discussion and deliberation by the participating directors, in order to meet the business development and actual operation needs of the subsidiary, The unused guarantee amount of the wholly-owned subsidiary Guangxi Kelite Environmental Protection Technology Co., Ltd. (hereinafter referred to as "Kelite environmental protection") is 120 million yuan, which is transferred to the holding subsidiaries Shanxi Guangxi Bossco Environmental Protection Technology Co.Ltd(300422) Environmental Protection Technology Co., Ltd. (hereinafter referred to as "Shanxi Guangxi Bossco Environmental Protection Technology Co.Ltd(300422) ) and Fuyang Boyuan water Co., Ltd. (hereinafter referred to as" Boyuan water "); Transfer the unused guarantee amount of RMB 20 million of the wholly-owned subsidiary Jingshan Guangxi Bossco Environmental Protection Technology Co.Ltd(300422) environmental protection equipment manufacturing Co., Ltd. (hereinafter referred to as "Jingshan Guangxi Bossco Environmental Protection Technology Co.Ltd(300422) ) to the wholly-owned subsidiary Guangxi Botian Testing Technology Service Co., Ltd. (hereinafter referred to as" Botian testing "). The total amount of this adjustment is 140 million yuan, accounting for 5.57% of the company's latest audited net assets. After the adjustment of the guarantee amount, the company and its subsidiaries are expected to add 3.055 billion yuan of external guarantee in 2021, including 1.598 billion yuan for subsidiaries with asset liability ratio greater than or equal to 70% and 1.457 billion yuan for subsidiaries with asset liability ratio less than 70%. After the adjustment of the guarantee amount, the guarantee amount provided by the company for Kelite environmental protection is reduced from the original 400 million yuan to 280 million yuan, and the guarantee amount provided for Jingshan Guangxi Bossco Environmental Protection Technology Co.Ltd(300422) is reduced from the original 280 million yuan to 260 million yuan; At the same time, the newly added guarantee amount for Shanxi Guangxi Bossco Environmental Protection Technology Co.Ltd(300422) is 10 million yuan, the newly added guarantee amount for Boyuan water is 11 million yuan, and the newly added guarantee amount for Botian testing is 20 million yuan.
For details, please refer to the same journal published on the gem information disclosure website designated by China Securities Regulatory Commission (CNKI)
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Network: http://www.cn.info.com..cn. ）Announcement on adjusting guarantee amount between subsidiaries. Voting results: 9 in favor, 0 against and 0 abstention.
4、 The proposal on adjusting the company's organizational structure and institutional setting was deliberated and adopted
In order to further optimize the company's governance structure and improve the company's management level and operation efficiency, combined with the company's development plan, the participating directors agreed to adjust the company's organizational structure after careful discussion and deliberation. This organizational structure adjustment is an adjustment of the company's internal management organization and will not have a significant impact on the company's production and operation activities. For details, please refer to the same day's publication on the gem information disclosure website designated by the CSRC (cninfo: http://www.cn.info.com..cn. ）Announcement on adjusting the organizational structure and institutional setting of the company. Voting results: 9 in favor, 0 against and 0 abstention.
5、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was reviewed and adopted
After careful deliberation, the board of directors decided to hold the company's first extraordinary general meeting in 2022. For details, please refer to the same day's publication on the gem information disclosure website designated by the CSRC (cninfo: http://www.cn.info.com..cn. ）Notice of Guangxi Bossco Environmental Protection Technology Co.Ltd(300422) on convening the first extraordinary general meeting of shareholders in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Guangxi Bossco Environmental Protection Technology Co.Ltd(300422) board of directors December 31, 2021
