Securities code: Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) securities abbreviation: Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) Announcement No.: 2022018 Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068)
Announcement of resolutions of the 8th meeting of the second board of directors
All directors and senior managers of the company guarantee that the contents of the announcement are true, accurate and complete, and are responsible for false records, misleading statements or major omissions in the announcement.
1、 Meetings of the board of directors
Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) (hereinafter referred to as "the company") the eighth meeting of the second board of directors was notified by telephone, e-mail and written delivery on March 18, 2022, and was held by show of hands in the company's conference room on March 31 (Thursday). There are 8 directors who should attend the meeting and 8 actually attended the meeting. The meeting was convened and presided over by chairman Tang Weizhong, and the Secretary of the board of directors, supervisors and senior managers of the company attended the meeting as nonvoting delegates.
The meeting was held in accordance with the requirements of the company law, the articles of association and relevant laws and administrative regulations, and the meeting was legal and effective.
2、 Deliberations of the board meeting
After deliberation by the directors present at the meeting, the following proposals were adopted:
1. Deliberated and adopted the 2021 annual report and its summary
After examination, the board of Directors believes that the contents of the company's annual report 2021 and the summary of the annual report 2021 truly, accurately and completely reflect the actual situation of the company's operation in 2021, and there are no false records, misleading statements or major omissions; The preparation and review procedures of the report comply with the requirements of laws and administrative regulations, comply with the relevant provisions of the CSRC and the Shenzhen Stock Exchange, and agree to report to the public.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Annual report 2021 and summary of annual report 2021 issued. Voting result: 8 affirmative votes; No negative vote; No abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for voting.
2. Deliberated and adopted the work report of the board of directors in 2021
During the reporting period, the board of directors of the company implemented the resolutions of the general meeting of shareholders in strict accordance with the provisions of laws and regulations, normative documents and the articles of association, earnestly performed its duties, continuously standardized corporate governance and promoted the healthy and stable development of the company. All directors earnestly performed their duties and played a positive role in the scientific decision-making and standardized operation of the board of directors of the company.
The company reported on its duties at the 2021 annual general meeting of independent directors and submitted the report to the 2021 annual general meeting of independent directors of the company.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）The work report of the board of directors in 2021 and the work report of independent directors in 2021 issued.
Voting result: 8 affirmative votes; No negative vote; No abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for voting.
3. Deliberated and adopted the 2021 general manager's work report
After review, the board of Directors believes that the 2021 general manager's work report of Mr. Guo Shuizhong, the general manager of the company, objectively and truly reflects the overall operation of the company in 2021. The management has effectively implemented the resolutions of the general meeting of shareholders, the board of directors and the board of supervisors, and the overall operation of the company is in good condition.
Voting result: 8 affirmative votes; No negative vote; No abstentions.
4. The proposal on the company's profit distribution plan for 2021 was reviewed and approved
After review, the board of directors agreed to distribute cash dividends of RMB 1.2 (including tax) to all shareholders for every 10 shares based on 84000000000 shares of the company, with a total of RMB 10080000.
The directors attending the meeting believed that the profit distribution plan for 2021 was in line with the relevant provisions on profit distribution in the company law, securities law and the articles of association, and was legal, compliant and reasonable.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Announcement on 2021 profit distribution plan issued by the company.
Independent directors have expressed their independent opinions on this proposal.
Voting result: 8 affirmative votes; No negative vote; No abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for voting.
5. Deliberated and adopted the financial final accounts report of 2021
After review, the board of Directors believes that the financial statement of 2021 truly and accurately reflects the financial situation and operating results of the company in 2021.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）The financial final accounts report of 2021 issued.
Voting result: 8 affirmative votes; No negative vote; No abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for voting.
6. Deliberated and passed the proposal on Approving the issuance of 2021 financial report
After review, the board of directors passed the proposal on Approving the issuance of 2021 financial report.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）2021 annual audit report issued by the company.
Voting result: 8 affirmative votes; No negative vote; No abstentions.
7. The proposal on renewing the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution in 2022 was deliberated and adopted
After review, the board of directors agreed to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Announcement on renewing the appointment of accounting firms issued by the.
The independent directors have expressed their prior approval opinions and agreed independent opinions on this proposal.
Voting result: 8 affirmative votes; No negative vote; No abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for voting.
8. The proposal on the remuneration scheme of directors, supervisors and senior managers in 2022 was deliberated and adopted
After review, the board of directors agreed to the remuneration plan for directors, supervisors and senior managers in 2022.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Announcement on the remuneration scheme of directors, supervisors and senior managers in 2022 issued by the company.
Independent directors have expressed their independent opinions on this proposal.
Voting result: 8 affirmative votes; No negative vote; No abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for voting.
9. The special report on the deposit and use of raised funds in 2021 was reviewed and adopted
After review, the board of Directors believes that the use and management of the company's raised funds during the reporting period comply with the relevant provisions of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and the company's raised funds management system. The actual use of the raised funds during the reporting period is legal and compliant, and there is no illegal use of the raised funds; There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders; The company has timely, truly, accurately and completely fulfilled the relevant information disclosure obligations.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Special report on the deposit and use of raised funds in 2021. See http://www.cninfo.com.cn for details such as the special verification opinions issued by the sponsor, the independent opinions of the independent directors on the proposal, and the assurance report issued by the accounting firm（ http://www.cn.info.com.cn. ）。
Voting result: 8 affirmative votes; No negative vote; No abstentions.
10. The proposal on the application of comprehensive credit line by the company and its wholly-owned subsidiaries to the bank and the guarantee provided by the company for the application of comprehensive credit line by wholly-owned subsidiaries was deliberated and adopted
After review, the board of directors agreed that the company and its wholly-owned subsidiary Zhejiang Shengtang Environmental Protection Technology Co., Ltd. apply to the bank for comprehensive credit with a total amount of no more than 600 million yuan. The validity period of the credit line shall not exceed 12 months from the date of deliberation and approval by the board of directors. Within the scope of the above credit line, Tang Weizhong and Zhang Jielai, the actual controllers of the company, promised to provide joint and several liability guarantee with a total credit line of no more than 600 million yuan for the company's comprehensive credit. The total amount of guarantee provided by the company for its subsidiaries this time shall not exceed 300 million yuan of joint and several liability guarantee.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Announcement on the company and its subsidiaries' intention to apply for comprehensive credit line and guarantee line from the bank.
Voting result: 8 affirmative votes; No negative vote; No abstentions.
11. Deliberated and adopted the self-evaluation report on internal control in 2021
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in 2021 issued by the company.
Independent directors have expressed their independent opinions on this proposal.
12. Deliberated and passed the proposal on Amending the articles of Association
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）The articles of association and the announcement on Amending the articles of Association issued by the company.
Voting result: 8 affirmative votes; No negative vote; No abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for voting.
13. Deliberated and adopted the proposal on Amending the rules of procedure of the general meeting of shareholders
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）The rules of procedure of the general meeting of shareholders.
Voting result: 8 affirmative votes; No negative vote; No abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for voting.
14. Deliberated and adopted the proposal on Amending the rules of procedure of the board of directors
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）The rules of procedure of the board of directors issued.
Voting result: 8 affirmative votes; No negative vote; No abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for voting.
15. The proposal on Amending the working system of independent directors was deliberated and adopted
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Work system of independent directors issued by the company.
Voting result: 8 affirmative votes; No negative vote; No abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for voting.
16. The proposal on Amending the management system of raised funds was deliberated and adopted
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Management system for raised funds issued by the State Council.
Voting result: 8 affirmative votes; No negative vote; No abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for voting.
17. The proposal on Amending the administrative measures for independent vote counting of small and medium-sized investors was deliberated and adopted
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Measures for the administration of separate vote counting for small and medium-sized investors.
Voting result: 8 affirmative votes; No negative vote; No abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for voting.
