Securities code: Dynagreen Environmental Protection Group Co.Ltd(601330) securities abbreviation: Dynagreen Environmental Protection Group Co.Ltd(601330) Announcement No.: pro 2022013 convertible bond Code: 113054 convertible bond abbreviation: Green convertible bond
Dynagreen Environmental Protection Group Co.Ltd(601330)
Announcement on the resolution of the fifth meeting of the Fourth 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.
Dynagreen Environmental Protection Group Co.Ltd(601330) (hereinafter referred to as "the company") the fifth meeting of the Fourth Board of directors was held in the company's conference room on March 29, 2022 by means of on-site meeting and communication. The meeting notice was sent to all directors by e-mail on March 15, 2022. There were 9 directors who should attend the meeting and 7 actually attended the meeting. Director Li Lei entrusted chairman Qiao Dewei to exercise the voting right, and director Liu Shuguang entrusted director Zhong Xia to exercise the voting right. The meeting was presided over by Mr. Qiao Dewei, chairman of the board. The meeting was held in accordance with the company law of the people's Republic of China and other laws, regulations, normative documents and the relevant provisions of Dynagreen Environmental Protection Group Co.Ltd(601330) articles of association. After full deliberation and effective voting by the directors present, the following proposals were considered and adopted:
1、 The proposal on Dynagreen Environmental Protection Group Co.Ltd(601330) 2021 annual general manager's work report was deliberated and adopted. Agree to the Dynagreen Environmental Protection Group Co.Ltd(601330) 2021 annual general manager's work report prepared by the company's management.
Voting: 9 in favor, 0 abstention and 0 against.
2、 The proposal on changes in accounting policies was deliberated and adopted. The company is approved to make changes in accounting policies in accordance with the interpretation of accounting standards for Business Enterprises No. 14. See the announcement on changes in accounting policies disclosed on the same day for details. The independent directors of the company expressed unanimous independent opinions. See the independent opinions of Dynagreen Environmental Protection Group Co.Ltd(601330) independent directors on the fifth meeting of the Fourth Board of directors for details.
Voting: 9 in favor, 0 abstention and 0 against.
3、 The proposal on withdrawing asset impairment of Ninghe straw project was deliberated and adopted. It is agreed that the asset impairment of Tianjin Ninghe straw project is 183752200 yuan, and the full amount of the impairment is included in the company's profit and loss in 2021. See the announcement on the impairment of assets disclosed on the same day for details.
The independent directors of the company expressed unanimous independent opinions. See the independent opinions of Dynagreen Environmental Protection Group Co.Ltd(601330) independent directors on the fifth meeting of the Fourth Board of directors for details.
Voting: 9 in favor, 0 abstention and 0 against.
4、 The proposal on Dynagreen Environmental Protection Group Co.Ltd(601330) 2021 annual financial statement report was deliberated and adopted. Agree to the Dynagreen Environmental Protection Group Co.Ltd(601330) 2021 annual financial statement prepared by the company.
Voting: 9 in favor, 0 abstention and 0 against.
The final financial statement of 2021 needs to be considered by the general meeting of shareholders of the company.
5、 The proposal on Dynagreen Environmental Protection Group Co.Ltd(601330) 2021 annual audit report was deliberated and adopted. Agree with the audit report issued by KPMG Huazhen Certified Public Accountants (special general partnership).
Voting: 9 in favor, 0 abstention and 0 against.
6、 The proposal on Dynagreen Environmental Protection Group Co.Ltd(601330) 2021 annual profit distribution plan was deliberated and adopted. The company's profit distribution plan for 2021 is as follows: Based on the total share capital on the date of profit distribution equity registration, the company will distribute cash dividends of RMB 0.1 per share (before tax). For details, please refer to Dynagreen Environmental Protection Group Co.Ltd(601330) Circular on the same day
Description of cash dividend ratio less than 30% in this year:
During the reporting period, the net profit attributable to the shareholders of the parent company was 69778587679 yuan, the accumulated undistributed profit of the parent company was 19365708803 yuan, and the total cash dividend to be distributed by the company was 139344 million yuan, accounting for 19.97% of the net profit attributable to the shareholders of the parent company in 2021, less than 30%. The specific reasons are described below.
(I) industry situation and characteristics of the company
The company is mainly engaged in the investment, construction and operation of domestic waste incineration power plant in BOT mode. With the steady growth of China's population, the continuous promotion of urbanization and economic development, China's domestic waste generation continues to increase and the demand for treatment is growing. According to the statistical yearbook of China's urban construction, from 2008 to 2020, the number of harmless treatment plants for urban domestic waste in China increased from 509 to 1287, and the daily treatment capacity increased from 315200 tons to 963500 tons, with a compound growth rate of 9.76%. The harmless treatment of waste is mainly divided into three ways: incineration, landfill and composting. Incineration has the advantages of obvious reduction effect, small floor area and relatively small impact on the environment. It is the fastest-growing subdivision field. From 2008 to 2020, the number of municipal solid waste incineration plants in China increased from 74 to 463, an increase of 525.68%. The daily treatment capacity increased from 51600 tons to 567800 tons, and the annual actual treatment capacity increased from 15.697 million tons to 146 million tons. The compound growth rate of daily treatment capacity and annual actual treatment capacity of waste incineration was more than 20%. The national 14th five year plan proposes that by the end of 2025, the national urban domestic waste incineration capacity will reach about 800000 tons / day, and the urban domestic waste incineration capacity accounts for about 65%, with great growth potential.
Domestic waste incineration power generation industry is a capital intensive industry. The project requires large initial investment. The capital investment of a waste incineration power plant with a daily processing capacity of 1000 tons is generally 400 million yuan to 600 million yuan. At the same time, the investment recovery cycle of waste incineration power generation projects is long, generally 8-12 years.
(II) development stage of the company and its own business model
The company is one of the earliest enterprises engaged in domestic waste incineration power generation in China. As of December 31, 2021, the company has 31 operating projects, 5 projects under construction and 7 preparatory projects in the field of domestic waste incineration power generation. The waste treatment capacity of operating projects has reached 34000 tons / day. The number of projects and waste treatment capacity of the company are among the forefront of the industry, and has formed a market layout based on the Yangtze River Delta, Pearl River Delta and Bohai Sea and radiating the whole country. The company mainly invests, constructs and operates the domestic waste incineration power plant in BOT mode. The franchise period is usually 25 to 30 years. After the expiration of the franchise right, the company needs to hand over the domestic waste incineration power plant to the concession grantor free of charge. (III) profitability and capital demand of the company
Focusing on the development of domestic waste incineration business, the company has seized the development opportunities of the industry in recent years. The waste treatment capacity has increased rapidly and the profitability has maintained a good level. The weighted average return on net assets from 2019 to 2021 is 13.23%, 13.80% and 11.06% respectively. In 2022, the company will promote the continued construction of domestic waste incineration power generation projects such as Huludao, Shuozhou, Enshi, Jingxi and Wuhan phase II, and newly start domestic waste incineration power generation projects such as Zhangqiu phase II, and continue to expand new projects, with large capital demand.
(IV) reasons why the company's cash dividend level is lower than 30%
According to the articles of association and the shareholder return plan for the next three years (20212023), the annual profit distributed by the company in cash shall not be less than 10% of the distributable profit realized in the current year. Since its listing, the company has attached great importance to cash dividends to investors and strictly abided by the provisions on cash dividends in the articles of association. The proportion of cash dividends in 2020 reached 55.36%. Combined with the company's profitability and financial situation in 2021 and the capital demand for business development in 2022, the proposed proportion of cash dividend of the company in 2021 is 19.97%.
(V) the exact purpose of retained undistributed profits and the estimated income of the company
The undistributed profits retained by the company will be used for the company's project construction to ensure the smooth progress of the company's projects under construction, further strengthen and expand the main business, improve the company's competitiveness and safeguard the long-term interests of shareholders. The company will always pay attention to the return to shareholders in the form of cash dividends, actively implement the company's profit distribution policy in strict accordance with the company law, securities law, articles of association and the requirements of regulatory authorities, and share the achievements of the company's growth and development with shareholders.
The independent directors of the company expressed unanimous independent opinions. See the independent opinions of Dynagreen Environmental Protection Group Co.Ltd(601330) independent directors on the fifth meeting of the Fourth Board of directors for details.
Voting: 9 in favor, 0 abstention and 0 against.
The company's profit distribution plan needs to be deliberated by the company's general meeting of shareholders.
7、 The proposal on 2021 performance announcement and 2021 annual report was considered and adopted. Agree to the 2021 performance announcement, 2021 annual report and their abstracts prepared by the company and disclose them to the public. Voting: 9 in favor, 0 abstention and 0 against.
8、 The proposal on the 2021 environmental, social and governance report was considered and adopted. Agree to the 2021 environmental, social and governance report prepared by the company.
Voting: 9 in favor, 0 abstention and 0 against.
9、 The proposal on self-evaluation of internal control and confirmation of the effectiveness of risk management in 2021 was considered and adopted. Agree with the Dynagreen Environmental Protection Group Co.Ltd(601330) internal control evaluation report prepared by the company, and agree that the company's risk management and internal control system are effective and sufficient.
The independent directors of the company issued unanimous independent opinions on the 2021 internal control evaluation report. See the independent opinions of Dynagreen Environmental Protection Group Co.Ltd(601330) independent directors on the fifth meeting of the Fourth Board of directors for details.
Voting: 9 in favor, 0 abstention and 0 against.
10、 The proposal on the special report on the deposit and actual use of raised funds in 2021 was considered and adopted. Agree to the special report on the deposit and actual use of raised funds in 2021 prepared by the company.
The independent directors of the company expressed unanimous independent opinions. See the independent opinions of Dynagreen Environmental Protection Group Co.Ltd(601330) independent directors on the fifth meeting of the Fourth Board of directors for details.
11、 The proposal on Dynagreen Environmental Protection Group Co.Ltd(601330) 2021 annual work report of the board of directors was deliberated and adopted. Approve the 2021 annual work report of Dynagreen Environmental Protection Group Co.Ltd(601330) board of directors prepared by the board of directors of the company.
Voting: 9 in favor, 0 abstention and 0 against.
The work report of the board of directors needs to be considered by the general meeting of shareholders of the company.
12、 The proposal on Dynagreen Environmental Protection Group Co.Ltd(601330) 2022 annual business plan was deliberated and adopted. Agree to the 2022 business plan prepared by the company.
Voting: 9 in favor, 0 abstention and 0 against.
13、 The proposal on Dynagreen Environmental Protection Group Co.Ltd(601330) 2022 annual financial budget report was deliberated and adopted. Approve the financial budget report of Dynagreen Environmental Protection Group Co.Ltd(601330) 2022 prepared by the company.
Voting: 9 in favor, 0 abstention and 0 against.
The financial budget report of 2022 needs to be considered by the general meeting of shareholders of the company.
14、 The proposal on the group's application for comprehensive credit in 2021 was deliberated and adopted. It is agreed that the company and its subsidiaries apply to financial institutions for comprehensive credit of no more than RMB 3 billion for a period of no more than three years, of which the comprehensive credit of subsidiaries does not exceed RMB 2.3 billion, and the company shall provide joint and several liability guarantee. See Dynagreen Environmental Protection Group Co.Ltd(601330) announcement on providing guarantee for subsidiaries for details.
The independent directors of the company expressed unanimous independent opinions on the guarantee. See the independent opinions of Dynagreen Environmental Protection Group Co.Ltd(601330) independent directors on the fifth meeting of the Fourth Board of directors for details.
Voting: 9 in favor, 0 abstention and 0 against.
The guarantee provided by the company for its subsidiaries needs to be deliberated by the general meeting of shareholders of the company.
15、 The proposal on applying for fixed asset loans by project companies under the group was reviewed and adopted. Approve Shantou Dynagreen Environmental Protection Group Co.Ltd(601330) environmental protection Co., Ltd. to apply for fixed asset loans with a total amount of no more than RMB 80 million and a term of no more than 15 years (including a grace period of no more than 3 years); It is agreed that Huizhou Dynagreen Environmental Protection Group Co.Ltd(601330) environmental protection Co., Ltd. shall apply for a loan with a total amount of no more than 150 million yuan, a loan term of no more than 10 years and a grace period of no more than 2 years; It is agreed that Beijing Dynagreen Environmental Protection Group Co.Ltd(601330) environmental protection Co., Ltd. shall apply for a loan with a total amount of no more than RMB 100 million, a loan term of no more than 5 years and a grace period of no more than 1 year. For the first two loans, each company shall provide its own project charging right as pledge, and the company shall provide joint and several liability guarantee. See Dynagreen Environmental Protection Group Co.Ltd(601330) announcement on providing guarantee for subsidiaries for details.
The independent directors of the company expressed unanimous independent opinions on the guarantee. See the independent opinions of Dynagreen Environmental Protection Group Co.Ltd(601330) independent directors on the fifth meeting of the Fourth Board of directors for details.
Voting: 9 in favor, 0 abstention and 0 against.
The guarantee provided by the company for its subsidiaries needs to be deliberated by the general meeting of shareholders of the company.
16、 The proposal on the remuneration plan of the company's directors and supervisors in 2022 was deliberated and adopted. It is agreed that the remuneration plan of the company's directors and supervisors in 2022 is consistent with that in 2021.
The independent directors of the company expressed unanimous independent opinions. See the independent opinions of Dynagreen Environmental Protection Group Co.Ltd(601330) independent directors on the fifth meeting of the Fourth Board of directors for details.
Voting: 9 in favor, 0 abstention and 0 against.
The remuneration plan of directors and supervisors in 2022 needs to be considered by the general meeting of shareholders of the company.
17、 The proposal on the salary assessment of the company's senior managers in 2021 and the salary plan in 2022 was reviewed and approved. Agree with the salary assessment of the company's management in 2021 and the salary plan in 2022. The independent directors of the company expressed unanimous independent opinions. See the independent opinions of Dynagreen Environmental Protection Group Co.Ltd(601330) independent directors on the fifth meeting of the Fourth Board of directors for details.
Voting: 6 in favor, 0 abstention and 0 against. Executive directors Mr. Qiao Dewei, Ms. Zhong Xia and Mr. Hu Shengyong withdrew from voting.
18、 The proposal on the use of funds raised by convertible bonds was deliberated and adopted. It is agreed that the company will use the raised funds of 611367900 yuan to replace the self raised funds of 611367900 yuan invested in advance in Dengfeng project, Enshi project, Shuozhou project, Wuhan phase II project and Huludao power generation project; Consensual intention
