Securities code: Shanghai Environment Group Co.Ltd(601200) securities abbreviation: Shanghai Environment Group Co.Ltd(601200) Announcement No.: pro 2022005 Shanghai Environment Group Co.Ltd(601200)
Announcement of resolutions of the 21st Meeting of the second board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Shanghai Environment Group Co.Ltd(601200) (hereinafter referred to as “the company” or ” Shanghai Environment Group Co.Ltd(601200) “) sent the notice of convening the 21st Meeting of the second board of directors to all directors by email on March 14, 2022. The meeting was held by means of communication voting on March 24, 2022. There are 9 directors who should attend the meeting, and 9 actually attended the meeting. The convening and convening of this meeting comply with the provisions of relevant laws, regulations and the articles of association.
2、 Deliberations of the board meeting
(I) the proposal on the company’s 2021 annual report and summary was adopted with 9 affirmative votes, 0 negative votes and 0 abstention
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
(II) the proposal on the 2021 annual social responsibility report of the company was adopted with 9 affirmative votes, 0 negative votes and 0 abstention
(III) the proposal on the work report of the board of directors of the company in 2021 was adopted with 9 affirmative votes, 0 negative votes and 0 abstention
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
(IV) the proposal on the report on the work of independent directors of the company in 2021 was adopted with 9 affirmative votes, 0 negative votes and 0 abstention
(V) the proposal on the president’s work report in 2021 was adopted with 9 affirmative votes, 0 negative votes and 0 abstention
(VI) the proposal on profit distribution of the company in 2021 was adopted with 9 affirmative votes, 0 negative votes and 0 abstention
1. Contents of profit distribution plan
According to the audit report issued by Ernst & Young Huaming Certified Public Accountants (special general partnership) (Ernst & Young Huaming (2022) SZ No. [61359339b01]), the undistributed profit of the company at the beginning of the year was 374240769712 yuan, the net profit attributable to the owner of the company in 2021 was 68651139732 yuan, the statutory surplus reserve was 3011140879 yuan, and the cash dividend in 2020 was 9552160337 yuan, As of December 31, 2021, the company’s accumulated undistributed profit was 430328608228 yuan.
The profit distribution plan of the company is: Based on the total share capital of 1121858543 shares at the end of 2021, the company plans to distribute cash dividends of 1.00 yuan (including tax) to all shareholders for every 10 shares, and the remaining undistributed profits will be reserved for distribution in future years. According to the plan, the total cash dividend to be distributed this time is 11218585430 yuan (including tax), accounting for 16.34% of the net profit attributable to the shareholders of the company in 2021.
Independent directors have expressed independent opinions on the proposal. It is considered that this profit distribution plan is based on the company’s long-term and stable operation ability, takes into account the immediate and long-term interests of the majority of shareholders on the premise of ensuring the normal operation and long-term development of the company, conforms to the interests of the company and the majority of investors, especially small and medium-sized investors, conforms to the provisions of relevant laws, regulations and the articles of association, and is conducive to the sustainable, stable and healthy development of the company.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the announcement of Shanghai Environment Group Co.Ltd(601200) 2021 annual profit distribution plan (Announcement No.: pro 2022007) disclosed by the company on the same day.
(VII) the proposal on the company’s 2021 financial statements and audit report was adopted with 9 affirmative votes, 0 negative votes and 0 abstention
The board of directors agreed that the 2021 financial statements prepared by the company in accordance with the accounting standards for business enterprises should be audited by Ernst & Young Huaming Certified Public Accountants (special general partnership).
(VIII) the proposal on the company’s financial final accounts in 2021 and financial budget in 2022 was adopted with 9 affirmative votes, 0 negative votes and 0 abstention
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
(IX) the proposal on the continuous risk assessment report of Shanghai Urban Investment Group Finance Co., Ltd. was adopted with 9 affirmative votes, 0 negative votes and 0 abstention
Independent directors have expressed independent opinions on the proposal and believe that Shanghai Urban Investment Group Finance Co., Ltd., as a non bank financial institution approved by Shanghai Banking and Insurance Regulatory Bureau, has a legal and valid financial license and business license of enterprise legal person; Able to establish a relatively complete and reasonable internal control system in accordance with the company law of the people’s Republic of China, the banking supervision and administration law of the people’s Republic of China, the accounting standards for business enterprises, the measures for the administration of financial companies of enterprise groups and relevant national financial regulations, so as to better control risks; No major defects are found in the risk control system of capital, credit, investment and information management related to the financial statements of Shanghai Urban Investment Group Finance Co., Ltd; The related deposit, loan and other financial businesses with the urban investment finance company are fair and reasonable, there is no damage to the rights and interests of the company and minority shareholders, and the overall risk is controllable.
(x) the proposal on payment of audit fees in 2021 was adopted with 9 affirmative votes, 0 negative votes and 0 abstention
The board of directors agreed to the audit engagement letter signed between the company and Ernst & Young Huaming Certified Public Accountants (special general partnership), and paid 2.9 million yuan for the audit of financial statements and 400000 yuan for internal control audit in 2021, totaling 3.3 million yuan.
Independent directors have expressed independent opinions on the proposal. This proposal must be submitted to the general meeting of shareholders of the company for deliberation. （11） The proposal on renewing the appointment of audit institutions in 2022 was adopted with 9 affirmative votes, 0 negative votes and 0 abstention
The board of directors agreed to renew Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company’s annual report audit and internal control audit accounting firm in 2022.
Independent directors have expressed their prior approval opinions and independent opinions on the proposal. This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the announcement of Shanghai Environment Group Co.Ltd(601200) on reappointment of 2022 audit institution (Announcement No.: pro 2022009) disclosed by the company on the same day.
（12） The proposal on the performance report of the audit committee of the board of directors in 2021 was adopted with 9 affirmative votes, 0 negative votes and 0 abstention
（13） The proposal on the company’s 2021 audit work summary and 2022 audit work plan was adopted with 9 affirmative votes, 0 negative votes and 0 abstention
（14） The proposal on internal control audit report issued by certified public accountants was adopted with 9 affirmative votes, 0 negative votes and 0 abstention
（15） The proposal on internal control evaluation report in 2021 was adopted with 9 affirmative votes, 0 negative votes and 0 abstention
Independent directors have expressed independent opinions on the proposal.
It is hereby announced.
Shanghai Environment Group Co.Ltd(601200) board of directors March 26, 2022
