Securities code: Hubei Energy Group Co.Ltd(000883) securities abbreviation: Hubei Energy Group Co.Ltd(000883) Announcement No.: 2022016 Hubei Energy Group Co.Ltd(000883)
Announcement on the resolutions of the 17th meeting of the ninth 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 31, 2022, Hubei Energy Group Co.Ltd(000883) (hereinafter referred to as the company) held the 17th meeting of the 9th board of directors by means of communication voting. The notice of this meeting was sent by e-mail or delivery on March 25, 2022. All 8 directors of the board of directors participated in the meeting by means of communication voting. The convening, convening and voting procedures of this meeting comply with the provisions of relevant laws and regulations, normative documents and the articles of association, such as the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (revised in 2022). The meeting considered and adopted the following matters:
1、 Reviewed and approved the adjustment of the company’s organizational structure
In order to meet the needs of the company’s management, the meeting agreed to adjust the existing organizational structure of the company’s headquarters. After this adjustment, the organizational structure of the company is 13 functional departments and 2 directly subordinate organizations (excluding subsidiaries).
The 13 functional departments are: Office (Party Committee Office), assets and finance department, human resources department (Party Committee Organization Department), quality and safety department, production technology and marketing department, investment and development department (Energy Research Center, new energy development office), construction management department (water pumping and energy storage office), procurement and materials department, enterprise management and legal department (Board Office) Discipline inspection department (Party committee patrol leading group office), audit department, party masses work department and administration department.
The two directly affiliated institutions are: Accounting Center, Peru chaguya project department (International Business Department), etc.
Voting results: the number of valid votes is 8, including 8 affirmative votes, 0 negative votes and 0 abstention votes.
2、 Deliberated and approved the acquisition of the equity of Zhongqi LECHU clean energy (Tianmen) Co., Ltd. by the company’s subsidiary
In order to implement the strategic deployment of Xi Jinping general secretary “carbon peaking and carbon neutralization”, further expand the company’s installed capacity of new energy and achieve the company’s objectives of the 14th five year plan, the meeting agreed that Hubei Energy Group Co.Ltd(000883) group new energy development Co., Ltd. (hereinafter referred to as new energy company), a wholly-owned subsidiary of the company, would acquire 100% equity of Zhongqi LECHU clean energy (Tianmen) Co., Ltd. at an equity consideration of no more than 104597 million yuan, The project is located in Lushi Town, Tianmen City, Hubei Province, with a construction scale of 150000kw. The company will accept all its assets and assume all its liabilities, and the total investment of the project (equity value + total liabilities) will not exceed 622.5 million yuan.
For details of the proposal, please refer to the company’s publication in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on April 1, 2022 Announcement on the acquisition of the equity of Zhongqi LECHU clean energy (Tianmen) Co., Ltd. by the wholly-owned subsidiary of the company.
Voting results: the number of valid votes is 8, including 8 affirmative votes, 0 negative votes and 0 abstention votes.
3、 The investment in the construction of Zhongxiang Shuanghe 100MW agricultural photovoltaic complementary power station project was reviewed and approved. In view of the fact that the investment in Zhongxiang Shuanghe 100000 kW agricultural photovoltaic complementary power station project is in line with the national industrial policy, the company’s development plan, technically and economically feasible and the risk is controllable, The meeting agreed that Zhongxiang new energy Co., Ltd. of Hubei Energy Group Co.Ltd(000883) group, an indirect holding subsidiary of the company, would invest in the construction and subsequent operation and management of the project with a total investment of no more than 57 Jiangnan Mould & Plastic Technology Co.Ltd(000700) yuan.
Hubei Energy Group Co.Ltd(000883) group Zhongxiang new energy Co., Ltd. is a wholly-owned subsidiary of the new energy company, a wholly-owned subsidiary of the company. The meeting agreed that the capital of the project should be solved through the capital increase of the company to the new energy company, and other funds should be provided by the company with entrusted loans or self raised by the new energy company.
For details of the proposal, please refer to the company’s publication in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on April 1, 2022 Announcement on the company’s investment in the construction of Zhongxiang Shuanghe 100MW agricultural photovoltaic complementary power station project.
Voting results: the number of valid votes is 8, including 8 affirmative votes, 0 negative votes and 0 abstention votes.
4、 Deliberated and approved the investment and construction of Yicheng Yinghe Matoushan 100MW agricultural photovoltaic complementary power station project
In view of the fact that the investment and construction of Yicheng Yinghe Matoushan 100000 kW agricultural photovoltaic complementary power station project conforms to the national industrial policy, conforms to the Hubei Energy Group Co.Ltd(000883) development plan, is technically and economically feasible and the risk is controllable, the meeting agreed that the company’s indirect holding subsidiary Hubei Energy Group Co.Ltd(000883) group Hanyi new energy Co., Ltd. (hereinafter referred to as Hanyi company) will build and operate the project with a total investment of no more than 512248400 yuan.
Hanyi company is a wholly-owned subsidiary of the company’s wholly-owned subsidiary Hubei Energy Group Co.Ltd(000883) group Hanjiang Energy Development Co., Ltd. (hereinafter referred to as Hanjiang energy company). The meeting agreed that the capital of the project should be solved from the registered capital allocated by the company to Hanjiang energy company, and other funds should be provided by the company or raised by Hanjiang energy company.
For details of the proposal, please refer to the company’s publication in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on April 1, 2022 Announcement on the company’s investment in the construction of Yicheng Yinghe Matoushan 100MW agricultural photovoltaic complementary power station project.
Voting results: the number of valid votes is 8, including 8 affirmative votes, 0 negative votes and 0 abstention votes.
5、 Deliberated and approved the investment and construction of Yicheng Dongwan Matoushan 100MW agricultural photovoltaic complementary power station project
Whereas, the investment and construction of 100000 kW photovoltaic power generation project in Yicheng Dongwan conforms to the national industrial policy and Hubei Energy Group Co.Ltd(000883) development plan, with feasible technology and economy and controllable risk. The meeting agreed that Hanyi company, an indirect holding subsidiary of the company, would build and manage the project with a total investment of no more than 4718147 million yuan.
Hanyi company is a wholly-owned subsidiary of Hanjiang energy company, a wholly-owned subsidiary of the company. The meeting agreed that the capital of the project should be settled from the registered capital allocated by the company to Hanjiang energy company, and other funds should be provided by the company or raised by Hanjiang energy company.
For details of the proposal, please refer to the company’s publication in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on April 1, 2022 Announcement on the company’s investment in the construction of 100MW agricultural photovoltaic complementary power station project in Matoushan, Yicheng Dongwan.
Voting results: the number of valid votes is 8, including 8 affirmative votes, 0 negative votes and 0 abstention votes.
6、 Reviewed and approved the investment and construction of Shuanghe 100MW photovoltaic power generation project
Considering that the investment in Shuanghe 100000 kW photovoltaic power generation project conforms to the national industrial policy and Hubei Energy Group Co.Ltd(000883) development plan, and is technically and economically feasible and the risk is controllable, the meeting agreed that the wholly-owned subsidiary Hubei Energy Group Co.Ltd(000883) group Shuanghe New Energy Development Co., Ltd. (hereinafter referred to as Shuanghe NEW energy company) will build Shuanghe 100000 kW photovoltaic power generation project with a total investment of no more than 4856246 yuan.
The capital fund of the project shall be increased by the company to Shuanghe new energy company, and other funds shall be provided by the company with financial support or bank loans.
For details of the proposal, please refer to the company’s publication in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on April 1, 2022 Announcement on the company’s investment in Shuanghe 100MW photovoltaic power generation project.
Voting results: the number of valid votes is 8, including 8 affirmative votes, 0 negative votes and 0 abstention votes.
7、 Deliberated and approved the permanent replenishment of the company’s working capital with the surplus raised funds in 2015
In order to improve the use efficiency of the raised funds and reduce the company’s financial expenses, based on the principle of maximizing the interests of shareholders, the meeting agreed to change the use of 416293900 yuan of funds saved due to the termination of Dawu triangle Mountain project into permanent supplementary working capital, and the savings of other projects raised funds in 2015 were 930164900 yuan, That is, a total of 13464588 million yuan (including unpaid project balance, deposit interest, etc. and temporary supplementary working capital in 2022) will be permanently supplemented with working capital. The final amount will be subject to the actual amount after bank settlement on the day of fund transfer out. Before the permanent replenishment of working capital, the temporary replenishment funds shall be returned to the special account for raised funds, and the unpaid balance of the project will be paid through the company’s own funds in the later stage.
Independent directors express independent opinions on the proposal. For details, please refer to the company’s publication on cninfo.com.cn on April 1, 2022 Independent opinions of Hubei Energy Group Co.Ltd(000883) independent directors on relevant matters of the 17th meeting of the ninth board of directors.
For details of the proposal, please refer to the company’s publication in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on April 1, 2022 Announcement on permanently supplementing the company’s working capital with surplus raised funds in 2015.
Voting results: the number of valid votes is 8, including 8 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
8、 The audit work plan of the division for 2022 was reviewed and adopted
In order to effectively perform the supervision responsibilities, continuously improve the company’s standardized and scientific operation management level and risk prevention and control ability, and give full play to the “immune system” function of internal audit, the meeting agreed to the company’s 2022 annual audit work plan.
Voting results: the number of valid votes is 8, including 8 affirmative votes, 0 negative votes and 0 abstention votes.
It is hereby announced.
Hubei Energy Group Co.Ltd(000883) board of directors March 31, 2022
