Securities code: Safbon Water Service (Holding) Inc.Shanghai(300262) securities abbreviation: Safbon Water Service (Holding) Inc.Shanghai(300262) Announcement No.: 2022014 Safbon Water Service (Holding) Inc.Shanghai(300262)
Announcement on the resolution of the 35th meeting of the Fourth 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.
1、 Meetings of the board of directors
Safbon Water Service (Holding) Inc.Shanghai(300262) (hereinafter referred to as “the company”) the 35th meeting of the Fourth Board of directors was notified to all directors, supervisors and senior executives in writing and communication on April 2, 2022, and was held by communication voting on April 6, 2022. 7 directors should be present at the meeting, and 7 directors actually attended the meeting, which is in line with the quorum for convening the meeting of the board of directors. The meeting was presided over by Mr. Cheng Hui, chairman of the company, and all supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening of the meeting complies with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
After careful consideration by the directors attending the meeting, the meeting adopted the following resolutions:
(I) deliberated and passed the proposal on signing the equity pledge agreement with China Galaxy Securities Co.Ltd(601881) Asset Management Co., Ltd
On September 30, 2021, the company signed the main guarantee contract “debt restructuring contract” with China Galaxy Securities Co.Ltd(601881) Asset Management Co., Ltd. (hereinafter referred to as “Galaxy assets”) with the number of galaxy-zbsc-2021-a-02-011.
At the request of Galaxy assets, the company provides pledge guarantee for the above debt restructuring contract with 29.5% equity of Jiangxi Pohu low carbon environmental protection Co., Ltd. (hereinafter referred to as “Pohu environmental protection”), signs the equity pledge agreement numbered galaxy-zbsc-2022-a-02-001, agrees and approves all the contents of the above equity pledge agreement. For details, please refer to the announcement on signing equity pledge agreement and equity pledge of subsidiaries (Announcement No.: 2022016) published on cninfo.com on the same day.
Voting results: 4 in favor, 1 against and 2 abstentions.
Mr. Zhang Chunlin, the director, raised objections on the grounds that the guarantee for accounts receivable of Pohu environmental protection and its six plants pledged by the company to Galaxy assets is sufficient; Solving the 350 million principal of “17 ba’an debt” is the commitment of Shandong Gaochuang Construction Group Co., Ltd. (hereinafter referred to as “Shandong Gaochuang”), and the company’s assets should not be used to help Shandong Gaochuang solve problems, otherwise it will cause certain risks to the company’s future asset transfer or financing.
Independent director Mr. Li Jianyong abstained. Reason for abstaining: this proposal is in line with the short-term interests of the company, but the proposal still needs to put forward improvement measures and opinions.
Mr. Kang Zhongliang, an independent director, abstained. Reasons for abstaining: the company has pledged accounts receivable to Galaxy assets for debt guarantee, and now Galaxy assets requires equity pledge; I think it is not appropriate to sign the equity pledge agreement within the validity period of the pledge of accounts receivable, so I abstained.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) deliberated and passed the proposal on convening the first extraordinary general meeting of shareholders in 2022
The company will hold the first extraordinary general meeting of shareholders in 2022 on April 25, 2022. For details, see the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022017) published on cninfo.com on the same day.
Voting results: 5 in favor, 1 against and 1 abstention.
Mr. Zhang Chunlin, the director, raised objections on the grounds that the guarantee for accounts receivable of Pohu environmental protection and its six plants pledged by the company to Galaxy assets is sufficient; Solving the 350 million principal of “17 ba’an debt” is the commitment of Shandong Gaochuang. We should not use the company’s assets to help Shandong Gaochuang solve the problem, otherwise it will cause certain risks to the company’s asset transfer or financing in the future.
Mr. Kang Zhongliang, an independent director, abstained. Reasons for abstaining: the company has pledged accounts receivable to Galaxy assets for debt guarantee, and now Galaxy assets requires equity pledge; I think it is not appropriate to sign the equity pledge agreement within the validity period of the pledge of accounts receivable. Similarly, this proposal does not need to be submitted to the general meeting of shareholders for deliberation, so I abstained from voting.
3、 Documents for future reference
1. Resolution of the 35th meeting of the 4th board of directors
It is hereby announced.
Safbon Water Service (Holding) Inc.Shanghai(300262) board of directors April 6, 2022
