Stock Code: 300237 stock abbreviation: Shandong Meichen Ecology & Environment Co.Ltd(300237) No.: 2021-106 securities code: 112558 securities abbreviation: 17 Meichen 01
Shandong Meichen Ecology & Environment Co.Ltd(300237)
Announcement on resolutions of the 6th 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.
The sixth meeting of the Fifth Board of directors of Shandong Meichen Ecology & Environment Co.Ltd(300237) (hereinafter referred to as “the company”) was held on December 31, 2021 in the conference room on the first floor of the company, 12001 East Mizhou Road, Zhucheng City, Weifang City, Shandong Province. The notice of the meeting was sent to all directors in writing and e-mail on December 24, 2021. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting. The meeting was presided over by Mr. Dou MaoGong, chairman of the board, and the supervisors and senior executives of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law of the people’s Republic of China and other relevant laws and regulations and the Shandong Meichen Ecology & Environment Co.Ltd(300237) articles of association, and the resolutions made were legal and valid.
The meeting voted by open ballot, and the following resolutions were considered and adopted by the directors present:
1、 The proposal on the company’s compliance with the conditions for non-public development of corporate bonds was deliberated and adopted
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of corporate bond issuance and trading, the guidelines for undertaking negative list of corporate bond projects of non-public development banks and other relevant laws, regulations and normative documents, the board of directors of the company has conducted self-examination and demonstration in combination with the actual situation of the company, Confirm that the company complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for undertaking negative list of corporate bond projects of non-public development banks and other laws, regulations and normative documents on non-public issuance of corporate bonds, and has the qualifications and conditions for non-public issuance of corporate bonds.
The independent directors expressed their independent opinions on the proposal.
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
The announcement on the corporate bond scheme of non-public development banks and the opinions of independent directors are detailed in the CSRC
Designated gem information disclosure website.
2、 The proposal on non-public development of corporate bonds was deliberated and adopted
The bond issuance plan is as follows:
1. Issuance scale: no more than RMB 1.5 billion (including RMB 1.5 billion).
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
2. Term and variety of bonds: the term is no more than 5 years (including 5 years), which can be a single term variety or a mixture of multiple terms. The specific term composition of the bonds and the issuance scale of each term category shall be submitted to the general meeting of shareholders of the company to authorize the board of directors and the authorized persons of the board of directors to determine within the above scope according to the market conditions and the company’s capital needs before issuance.
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
3. Purpose of raised funds: the raised funds of the bonds are intended to repay corporate bonds due in 2022 and supplement working capital. The specific purpose of the raised funds shall be determined by the board of directors or the authorized person of the board of directors authorized by the general meeting of shareholders according to the company’s fund demand and the company’s financial structure.
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
4. Guarantee method: the bond guarantee and specific guarantee method shall be submitted to the general meeting of shareholders to authorize the board of directors or the person authorized by the board of directors to determine according to relevant regulations and market conditions.
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
5. Issuance method: after completing the necessary issuance procedures, the bonds will be non-public issued to professional investors in China; The specific issuance scale and installment method shall be submitted to the general meeting of shareholders of the company to authorize the board of directors and the authorized persons of the board of directors to determine according to the company’s capital demand and market conditions at the time of issuance.
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
6. Method of repayment of principal and interest: the interest shall be paid annually by simple interest, and the principal shall be repaid once due. The annual interest payment shall not be subject to interest from the date of interest payment, and the principal shall not be subject to interest from the date of principal cashing.
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
7. Validity of the resolution: the validity of the resolution on the bonds is 24 months from the date of deliberation and adoption by the general meeting of shareholders. If the board of directors and / or the authorized person of the board of directors have decided on the issuance of relevant corporate bonds within the validity period of the authorization, and the company has also obtained the issuance approval, license, filing, registration or registration (if applicable) from the regulatory authority within the validity period of the authorization, the company may The issuance or partial issuance of relevant corporate bonds shall be completed within the validity period of registration or registration confirmation.
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
8. Debt repayment guarantee measures: after the issuance of the bonds, in case of failure to pay the principal and interest of the bonds on schedule or failure to pay the principal and interest of the bonds on schedule at maturity, it is agreed that the company shall at least take the following measures, and submit to the general meeting of shareholders of the company to authorize the board of directors of the company to handle all matters related to the following measures:
(1) Do not distribute profits to shareholders;
(2) Suspend the implementation of capital expenditure projects such as major foreign investment, mergers and acquisitions;
(3) Reduce or suspend the salaries and bonuses of directors and senior managers;
(4) The main responsible person shall not be transferred.
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
The independent directors expressed their independent opinions on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For the announcement on the corporate bond scheme of non-public development banks and the opinions of independent directors, see the gem information disclosure website designated by the CSRC.
3、 The proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the non-public development of corporate bonds was deliberated and adopted
In order to ensure the company’s efficient and orderly issuance and listing of non-public corporate bonds, referring to market practices, the board of directors of the company requests the general meeting of shareholders of the company to authorize the board of directors and the authorized persons of the board of directors in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of corporate bond issuance and trading and other relevant laws In accordance with the relevant provisions of laws and regulations, normative documents, the articles of association and the market conditions at that time, under the framework and principles of the issuance scheme deliberated and approved by the general meeting of shareholders, and based on the principle of safeguarding the maximization of the interests of the company’s shareholders, the company has full authority to handle the matters related to the non-public issuance of corporate bonds (“the bonds”), including but not limited to:
1. In accordance with national laws and regulations, relevant provisions of securities regulatory authorities and internal resolutions of the company, and according to the actual situation of the company and the market, formulate the specific issuance plan of the bonds and revise and adjust the issuance terms of the bonds, including but not limited to the specific issuance model, issuance method, bond term, bond variety, bond interest rate and its determination method Issuance timing (including whether to issue by stages and the number of issuance periods), guarantee arrangement, whether to set up resale clause, redemption clause and coupon rate option clause, purpose of raised funds, underwriting arrangement, rating arrangement, term and method of principal and interest repayment, specific debt repayment guarantee, specific subscription method, specific placement arrangement, bond transfer place Termination of issuance and other matters related to the issuance scheme; 2. Hire an intermediary institution for the bonds, determine its professional service fees, and handle the declaration of the bond issuance;
3. Select the bond trustee for the bonds, approve the signing of the bond trustee agreement and formulate and modify the rules of the bondholders’ meeting;
4. Handle the declaration of this bond issuance and the transaction and circulation after the issuance, including but not limited to: formulating, authorizing, signing, executing, modifying and completing all necessary legal documents, contracts and agreements related to this bond issuance and listing; Make relevant information disclosure according to the requirements of laws, regulations and normative documents; Prepare and submit relevant application documents to the regulatory authorities, and supplement and adjust the application documents accordingly according to the requirements of the regulatory authorities; After the completion of this issuance, it is fully responsible for handling matters related to bond listing and trading;
5. Negotiate with relevant commercial banks on the opening of special accounts for raised funds, and timely sign tripartite supervision agreements with underwriters and commercial banks storing raised funds according to the progress of the project; 6. In case of any change in the policy of the regulatory authorities on the issuance of corporate bonds or in the market conditions, except for matters requiring re voting by the general meeting of shareholders in accordance with relevant laws, regulations and the articles of association of the company, Adjust the specific plan of this bond issuance and other related matters according to the opinions of the regulatory authorities, or decide whether to continue this bond issuance according to the actual situation;
7. Sign, modify and terminate all agreements, contracts, memoranda and other documents related to the bonds; 8. Handle other matters related to the bonds;
This authorization starts from the date of approval by the general meeting of shareholders of the company to the date of completion of the above authorized matters. The board of directors of the company requests the general meeting of shareholders to approve that the board of directors authorizes the chairman of the company to be the authorized person of the board of directors for this bond issuance, specifically handle the affairs related to this issuance and sign relevant legal documents. The above authorized person has the right to handle the above matters related to the issuance of bonds on behalf of the company in the process of the issuance of bonds in accordance with the scope of authorization determined by the resolution of the general meeting of shareholders of the company and the authorization of the board of directors.
The independent directors expressed their independent opinions on the proposal.
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
For the announcement on the corporate bond scheme of non-public development banks and the opinions of independent directors, see the gem information disclosure website designated by the CSRC.
4、 The proposal on the notice of convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on January 19, 2022 in the conference room on the first floor of the company, 12001 East Mizhou Road, Zhucheng City, Weifang City, Shandong Province.
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
The notice on convening the first extraordinary general meeting of shareholders in 2022 is detailed in the gem information disclosure website designated by the CSRC.
It is hereby announced.
Shandong Meichen Ecology & Environment Co.Ltd(300237) board of directors
December 31, 2021
