Guangdong No.2 Hydropower Engineering Company Ltd(002060)
Announcement on the resolutions of the 24th Meeting of the 7th 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.
On March 18, 2022, the notice of the 24th Meeting of the seventh board of directors of Guangdong No.2 Hydropower Engineering Company Ltd(002060) (hereinafter referred to as “the company”) was sent to all directors in the form of e-mail. The meeting was held on March 29, 2022 in the form of on-site meeting and communication voting. The on-site meeting was held in conference room 2505, A-1 business center, building 1, Guangshen Avenue West, Xintang Town, Zengcheng District, Guangzhou, Guangdong Province. There are 9 directors who should attend the meeting, and 9 directors actually attend the meeting, including Mr. Chen Pengfei, Mr. Wang Wei, Mr. Yin Bing, independent director and Ms. Li Caihong, independent director. Members of the board of supervisors and some senior managers of the company attended the meeting as nonvoting delegates.
The meeting was held in accordance with the relevant provisions of the company law and the articles of association. The meeting was presided over by the chairman, Mr. Xie Yanhui. All the proposals listed in the notice were reviewed and the following resolutions were made:
1、 The 2021 annual report of the board of directors of the company (this report needs to be submitted to the general meeting of shareholders for deliberation) was reviewed and adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes;
See “section III Management Discussion and analysis” of the company’s 2021 annual report for the main contents of the company’s 2021 annual report.
2、 9 in favor, 0 against and 0 abstention. The 2021 general manager’s work report of the company was reviewed and adopted;
The board of directors agreed to the work report of the general manager of the company in 2021.
3、 The annual report of the company in 2021 and its summary (this proposal needs to be submitted to the general meeting of shareholders for deliberation) were deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes;
The board of directors approved the company’s 2021 annual report and its summary.
For details, please refer to the summary of Guangdong No.2 Hydropower Engineering Company Ltd(002060) 2021 annual report disclosed by the company in China Securities Journal, securities times, Shanghai Securities Daily and cninfo.com on March 30, 2022, and the Guangdong No.2 Hydropower Engineering Company Ltd(002060) 2021 annual report disclosed by cninfo.com. 4、 9 in favor, 0 against and 0 abstention. The company’s 2021 annual financial statement report was adopted (this report needs to be submitted to the general meeting of shareholders for deliberation);
At the end of 2021, the company’s consolidated total assets were 31.732 billion yuan, an increase of 7.60% over the end of the previous year; The net assets attributable to shareholders of listed companies were 3.925 billion yuan, an increase of 6.91% over the end of the previous year; The total operating revenue was 14.361 billion yuan, a year-on-year increase of 14.13%; The net profit attributable to shareholders of listed companies was 328 million yuan, a year-on-year increase of 24.45%.
The board of directors approved the company’s 2021 financial statement.
5、 9 in favor, 0 against and 0 abstention. The company’s 2022 annual financial budget plan was adopted after deliberation (this plan needs to be submitted to the general meeting of shareholders for deliberation);
Financial budget of the company in 2022 (consolidated)
Unit: 10000 yuan
Percentage of realized budget amount of increase and decrease in 2022 and 2021
Operating income 161079400143613138 12.16%
Net profit attributable to 12.01% shareholders of 36742773280235 listed company
This financial budget is the internal management index of the company’s business plan for 2022 and does not constitute the company’s substantive commitment to investors. Whether it can be realized depends on many factors such as the macroeconomic environment, market demand and the efforts of the management team. There is great uncertainty. Investors are reminded to pay attention to investment risks.
The board of directors of the company agrees to the company’s financial budget plan for 2022.
6、 9 in favor, 0 against and 0 abstention. The company’s profit distribution plan for 2021 (this plan needs to be submitted to the general meeting of shareholders for deliberation);
In 2021, the parent company realized a net profit of 17733977149 yuan. After deducting the legal surplus reserve of 1773397715 yuan withdrawn at 10%, plus the undistributed profit of 105795418418 yuan at the beginning of the year, minus the cash dividend of 7814703377 yuan and the dividend of 1775000000 yuan, the profit available for distribution to shareholders was 112166294475 yuan. According to the company’s current operating conditions, the company’s profit distribution plan for 2021 is proposed as follows: take the total share capital of 1202262058 shares at the end of 2021 as the base, distribute cash dividends of RMB 0.78 (including tax) to all shareholders for every 10 shares, distribute cash dividends of RMB 9377644052 in total, and carry forward the remaining undistributed profits of RMB 102788650423 to the next year.
The board of Directors believes that the profit distribution plan for 2021 formulated by the company is based on the actual situation of the company, which not only ensures the stable and rapid development of the company, but also returns to the majority of shareholders; The proportion of cash dividends in the last three years meets the requirements of the articles of association, there is no violation of laws, regulations and the articles of association, and there is no damage to the interests of shareholders, especially minority shareholders, which is conducive to the normal operation and healthy development of the company. The board of directors agreed to the 2021 profit distribution plan proposed by the company.
For the independent opinions of the independent directors on the profit distribution plan, see the independent opinions of Guangdong No.2 Hydropower Engineering Company Ltd(002060) independent directors on relevant matters disclosed by the company on cninfo.com on March 30, 2022.
7、 9 in favor, 0 against and 0 abstention, and the 2021 internal control evaluation report of the company was reviewed and adopted;
The board of directors agreed to the internal control evaluation report of the company in 2021.
For details, please refer to the internal control evaluation report of Guangdong No.2 Hydropower Engineering Company Ltd(002060) 2021 disclosed by the company in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on March 30, 2022. For the independent opinions agreed by the independent directors on the company’s 2021 internal control evaluation report, see the independent opinions of Guangdong No.2 Hydropower Engineering Company Ltd(002060) independent directors on relevant matters disclosed by the company on cninfo.com on March 30, 2022.
8、 9 in favor, 0 against and 0 abstention. The proposal on renewing the appointment of accounting firm was adopted (this proposal needs to be submitted to the general meeting of shareholders for deliberation);
Dahua Certified Public Accountants (special general partnership) is an accounting firm with securities related business qualification. In the process of serving the company in 2021, it adhered to the principle of independent audit, objectively, fairly and fairly reflected the financial situation of the company, earnestly performed the duties of the audit institution, and safeguarded the legitimate rights and interests of the company and shareholders from a professional perspective. In order to maintain the continuity and stability of the audit work, the board of directors agreed that the company would continue to employ Dahua Certified Public Accountants (special general partnership) as the auditor of the company’s 2022 financial report.
For details, please refer to the announcement of Guangdong No.2 Hydropower Engineering Company Ltd(002060) on renewing the appointment of accounting firm disclosed by the company in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on March 30, 2022. For the opinions of the audit committee of the board of directors on the company’s continued employment of accounting firms, see the opinions of the audit committee of the board of directors on relevant matters disclosed by the company on cninfo.com on March 30, 2022.
The independent directors shall make prior approval on the company’s renewal of the accounting firm and express their agreed independent opinions. For details, please refer to the prior approval of Guangdong No.2 Hydropower Engineering Company Ltd(002060) independent directors on the renewal of accounting firm and the independent opinions of Guangdong No.2 Hydropower Engineering Company Ltd(002060) independent directors on relevant matters disclosed by the company on cninfo.com on March 30, 2022.
9、 9 in favor, 0 against and 0 abstention. The proposal on accounting estimate change was deliberated and adopted;
The board of directors agreed to change the combination division and expected loss rate of the company’s accounts receivable, other accounts receivable and contract assets.
For details, please refer to the announcement of Guangdong No.2 Hydropower Engineering Company Ltd(002060) on the change of accounting estimates of the company disclosed by the company in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on March 30, 2022. 10、 9 in favor, 0 against and 0 abstention. The proposal on investing in the construction of phase II 50mwp photovoltaic power generation project of guantian reservoir in Suixi County, Guangdong Province was considered and adopted; In order to expand the clean energy power generation business, expand the scale of clean energy power generation business and improve the profit level, the board of directors agreed that Suixi Guangdong No.2 Hydropower Engineering Company Ltd(002060) Energy Co., Ltd., a wholly-owned subsidiary of southeast Guangdong No.2 Hydropower Engineering Company Ltd(002060) Investment Co., Ltd., invested in the construction of phase II 50mwp photovoltaic power generation project of guantian reservoir in Suixi County, Guangdong Province, with a total investment of 228442300 yuan.
For details, please refer to the announcement of Guangdong No.2 Hydropower Engineering Company Ltd(002060) on investment and construction of phase II 50mwp photovoltaic power generation project of guantian reservoir in Suixi County, Guangdong Province disclosed by the company in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on March 30, 2022.
11、 The proposal on providing guarantee for Suixi County Guangdong No.2 Hydropower Engineering Company Ltd(002060) Energy Co., Ltd. (this proposal needs to be submitted to the general meeting of shareholders for deliberation) was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes;
In order to promote the investment and construction of phase II 50mwp photovoltaic power generation project of guantian reservoir in Suixi County, Guangdong Province and strive for the project to be put into operation as soon as possible, the board of directors agreed that the company would provide construction period guarantee for Suixi County Guangdong No.2 Hydropower Engineering Company Ltd(002060) Energy Co., Ltd., a wholly-owned subsidiary of southeast Guangdong No.2 Hydropower Engineering Company Ltd(002060) Investment Co., Ltd., which is a wholly-owned subsidiary of Suixi County Guangdong No.2 Hydropower Engineering Company Ltd(002060) Energy Co., Ltd., with a loan of no more than 18104056 yuan.
The proposal was approved by more than two-thirds of the directors present at the board of directors and by more than two-thirds of all independent directors.
For details, see the announcement of Guangdong No.2 Hydropower Engineering Company Ltd(002060) on providing guarantee for Suixi Guangdong No.2 Hydropower Engineering Company Ltd(002060) Energy Co., Ltd. disclosed by the company in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on March 30, 2022.
12、 The proposal on providing guarantee for Bachu County Guangdong No.2 Hydropower Engineering Company Ltd(002060) Energy Co., Ltd. (this proposal needs to be submitted to the general meeting of shareholders for deliberation) was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes;
In order to promote the investment and construction of the 150 MW light storage integration project in Bachu County, Xinjiang, and strive for the project to be put into operation as soon as possible, the board of directors agreed that the company would provide a guarantee for the construction period for the loan of no more than 5821018 million yuan from financial institutions from Bachu County Guangdong No.2 Hydropower Engineering Company Ltd(002060) Energy Co., Ltd., a wholly-owned subsidiary of Xinjiang Guangdong No.2 Hydropower Engineering Company Ltd(002060) Energy Co., Ltd.
The proposal was approved by more than two-thirds of the directors present at the board of directors and by more than two-thirds of all independent directors.
For details, please refer to the announcement of Guangdong No.2 Hydropower Engineering Company Ltd(002060) on providing guarantee for Guangdong No.2 Hydropower Engineering Company Ltd(002060) Energy Co., Ltd. of Bachu County disclosed by the company in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on March 30, 2022.
13、 The proposal on providing guarantee for Hami Guangdong No.2 Hydropower Engineering Company Ltd(002060) Energy Co., Ltd. (this proposal needs to be submitted to the general meeting of shareholders for deliberation) was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes;
In order to promote the investment and construction of Xinjiang Hami thirteen rooms phase I 50MW wind farm project and strive for the project to be put into operation as soon as possible, the board of directors agreed that the company would provide construction period guarantee for Hami Guangdong No.2 Hydropower Engineering Company Ltd(002060) Energy Co., Ltd., a wholly-owned subsidiary of Xinjiang Guangdong No.2 Hydropower Engineering Company Ltd(002060) Energy Co., Ltd., with a loan of no more than 2378232 thousand yuan from financial institutions.
The proposal was approved by more than two-thirds of the directors present at the board of directors and by more than two-thirds of all independent directors.
For details, see the announcement of Guangdong No.2 Hydropower Engineering Company Ltd(002060) on providing guarantee for Hami Guangdong No.2 Hydropower Engineering Company Ltd(002060) Energy Co., Ltd. disclosed by the company in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on March 30, 2022.
14、 The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
The board of directors approved the company to hold the 2021 annual general meeting of shareholders.
For details, see the notice of Guangdong No.2 Hydropower Engineering Company Ltd(002060) on convening the 2021 annual general meeting of shareholders disclosed by the company in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on March 30, 2022.
Documents for future reference
Guangdong No.2 Hydropower Engineering Company Ltd(002060) the resolution of the 24th Meeting of the 7th board of directors.
It is hereby announced.
Guangdong No.2 Hydropower Engineering Company Ltd(002060) board of directors March 30, 2022
