Securities code: Beijing Originwater Technology Co.Ltd(300070) securities abbreviation: Beijing Originwater Technology Co.Ltd(300070) Announcement No.: 2022036 Beijing Originwater Technology Co.Ltd(300070)
Announcement on the resolution of the 23rd Meeting of the 5th 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.
Beijing Originwater Technology Co.Ltd(300070) (hereinafter referred to as "the company") the 23rd Meeting of the 5th board of directors was held on site at 9:30 a.m. on April 7, 2022 in the company's conference room, and the meeting notice was delivered by telephone and e-mail on March 28, 2022. There are 9 directors who should attend the meeting, and 9 actually attended the meeting, including 3 independent directors. The convening and convening of the board of directors comply with the provisions of the company law of the people's Republic of China and the articles of association.
The meeting was presided over by Mr. Wen Jianping, chairman of the company. After voting by all directors, the following proposals were considered: 1. The proposal on the work report of the general manager in 2021 was considered and adopted;
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
2、 Deliberated and adopted the proposal on the work report of the board of directors in 2021;
For details, please refer to the work report of the board of directors in 2021 announced by the company on the gem information disclosure media designated by the CSRC on the same day. Wang Kaijun, Wang Yueyong and Fu Tao, the independent directors of the company, submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. For details, please refer to the 2021 report on the work of independent directors announced by the company on the gem information disclosure media designated by the CSRC on the same day.
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Deliberated and passed the proposal on the annual report of 2021 and the summary of the annual report of 2021; See the 2021 annual report and the 2021 annual report summary announced by the company on the same day on the gem information disclosure media designated by the CSRC.
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Deliberated and passed the proposal on the financial final accounts report of 2021;
In 2021, the company achieved an operating income of 954878138533 yuan, a year-on-year decrease of 0.72%; The total profit was 83519076102 yuan, a year-on-year decrease of 42.04%; The net profit attributable to the shareholders of the company was 58380815403 yuan, a year-on-year decrease of 48.93%.
The proposal was adopted with 0 votes in favor and 9 abstentions. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Deliberated and passed the proposal on the profit distribution plan for 2021;
Audited by Daxin Certified Public Accountants (special general partnership), the company realized a net profit of 58380815403 yuan attributable to the shareholders of the company in 2021, and the net profit of the parent company was 3021255618 yuan. According to the relevant provisions of the articles of association, the statutory surplus reserve of 302125562 yuan and the discretionary surplus reserve of 0 yuan are withdrawn respectively according to 10% of the net profit realized by the parent company in 2021. As of December 31, 2021, the profit available to shareholders of the parent company is 529447071236 yuan, and the balance of capital reserve of the parent company at the end of the year is 1106529612697 yuan.
In accordance with the relevant provisions of the company law of the people's Republic of China and the articles of association, the following distribution plan is hereby formulated: Based on the total share capital of 3624209363 shares of the company on April 7, 2022, RMB 0.26 (tax included) is distributed to all shareholders for every 10 shares, with a total of 9422944344 yuan in cash.
Note: if the total share capital of the company changes before the implementation of distribution, the company will disclose the distribution proportion calculated according to the latest total share capital of the company in the profit distribution implementation announcement in accordance with the principle of "the total amount of cash dividends, the total amount of bonus shares and the total amount of converted share capital are fixed".
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Deliberated and passed the proposal on the self evaluation report on internal control in 2021;
The board of directors conducted a serious self-examination and analysis of the company's internal control and believed that the company's current internal control system is relatively complete, reasonable and effective, can meet the requirements of the company's operation and management and the needs of the company's development, can better ensure the authenticity, legitimacy and integrity of the company's accounting data, and can ensure the safety and integrity of the company's property and materials.
For details, please refer to the 2021 internal control self-evaluation report announced by the company on the same day on the gem information disclosure media designated by the CSRC.
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
7、 Deliberated and passed the proposal on the special report on the actual storage and use of raised funds in 2021;
The company uses the raised funds in strict accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of Shenzhen Stock Exchange, the standardized operation of companies listed on the gem, the management system of raised funds and the provisions and requirements of relevant laws and regulations of the CSRC, and performs the relevant information disclosure in a timely, true, accurate and complete manner, There is no illegal use of the raised funds.
For details, please refer to the special report on the actual storage and use of raised funds in 2021 announced by the company on the gem information disclosure media designated by the CSRC on the same day.
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
8、 Deliberated and passed the proposal on the report on environment, society and governance in 2021;
For details, please refer to the 2021 environmental, social and governance report announced by the company on the same day on the gem information disclosure media designated by the CSRC.
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
9、 The proposal on the prediction of daily connected transactions in 2022 was deliberated and adopted one by one;
1. Related party transactions with China Communications Construction Group Co., Ltd;
The proposal was adopted with 4 votes in favor, 0 against and 0 abstention. The related directors Huang Jianglong, Liu Xiaodan, Kong Weijian, Xu Aihua and Du Xiaoming avoided voting.
2. Related party transactions with China Communications Construction Company Limited(601800) ;
The proposal was adopted with 4 votes in favor, 0 against and 0 abstention. The related directors Huang Jianglong, Liu Xiaodan, Kong Weijian, Xu Aihua and Du Xiaoming avoided voting.
3. Connected transactions with Zhejiang Beijing Originwater Technology Co.Ltd(300070) Environmental Technology Co., Ltd;
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
4. Related party transactions with Xi'an Biyuan water Co., Ltd;
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
5. Related party transactions with Jilin Beijing Originwater Technology Co.Ltd(300070) Water Technology Co., Ltd;
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
6. Connected transactions with Qingdao water Beijing Originwater Technology Co.Ltd(300070) Technology Development Co., Ltd;
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
7. Related party transactions with Fujian Zhangfa Beijing Originwater Technology Co.Ltd(300070) Technology Co., Ltd;
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
8. Related party transactions with Guangdong Haiyuan Environmental Protection Technology Co., Ltd;
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
9. Related party transactions with Xinjiang Kunlun new water source technology Co., Ltd;
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
10. Related party transactions with CCCC Finance Leasing Co., Ltd.
The proposal was adopted with 4 votes in favor, 0 against and 0 abstention. The related directors Huang Jianglong, Liu Xiaodan, Kong Weijian, Xu Aihua and Du Xiaoming avoided voting.
The independent directors of the company have expressed clear consent to this proposal. For details, see the announcement on the prediction of daily connected transactions in 2022 announced by the company on the gem information disclosure media designated by the CSRC on the same day.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Deliberated and passed the proposal on the remuneration scheme of directors in 2022;
With reference to the salary levels of other companies in the same industry and in combination with the actual situation of the company, the company formulates the salary scheme of the company's directors in 2022, as follows:
(1) Non independent directors: directors who hold specific positions in the company will receive corresponding remuneration according to their specific positions in the company, and will no longer receive remuneration for their positions as directors; Other non independent directors do not receive remuneration for their positions as directors.
(2) Independent directors: the post allowance for independent directors of the company is 120000 yuan per person per year (before tax). The independent directors of the company have expressed clear consent to this proposal. For details, see the relevant contents of the company's announcement on the gem information disclosure media designated by the CSRC on the same day.
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 Deliberated and passed the proposal on the remuneration scheme for senior managers in 2022;
The remuneration of the company's senior managers shall be determined by the remuneration and assessment committee of the board of directors according to the company's remuneration management system, performance management system and other relevant regulations, as well as the main scope, responsibilities and importance of the positions of senior managers and the remuneration level of relevant positions in other relevant enterprises.
The independent directors of the company have expressed clear consent to this proposal. For details, see the relevant contents of the company's announcement on the gem information disclosure media designated by the CSRC on the same day.
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
12、 Deliberated and passed the proposal on the completion of the company's performance commitments;
According to the relevant provisions of the share transfer agreement signed by the company's shareholders Wen Jianping, Liu Zhenguo, Chen Yili and Zhou nianyun (hereinafter referred to as the "commitment party") and the company's controlling shareholder China Urban Rural Holding Group Co., Ltd. (hereinafter referred to as "China urban rural"), if the company fails to realize the performance commitment, the commitment party shall perform the performance compensation obligation. In 2021, the company's net profit attributable to the owner of the parent company is lower than the agreed performance commitment requirements. According to the agreement, the commitment party shall perform relevant performance compensation obligations. For details, see the announcement on the completion of the company's performance commitment on the gem information disclosure media designated by the CSRC on the same day.
The independent directors of the company have expressed clear consent to this proposal. For details, see the relevant contents of the company's announcement on the gem information disclosure media designated by the CSRC on the same day.
The proposal was adopted with 3 affirmative votes, 0 negative votes and 0 abstention. The affiliated directors Wen Jianping, Huang Jianglong, Liu Xiaodan, Kong Weijian, Xu Aihua and Du Xiaoming avoided voting.
13、 Deliberated and passed the proposal on changing the registered capital and amending the articles of Association;
In order to further improve the corporate governance structure and standardize the company's operation, in accordance with the provisions of relevant laws, regulations and normative documents such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the articles of association of listed companies, the Listing Rules of gem shares of Shenzhen Stock Exchange and the standardized operation of GEM listed companies, and in combination with the company's current repurchase and cancellation of 10000000 restricted shares, The total share capital of the company is reduced from 3634209363 shares to 3624209363 shares, and the registered capital of the company is reduced from 3634209363 yuan to 3624209363 yuan. The company plans to change the registered capital and revise the corresponding provisions of the articles of association. At the same time, the general meeting of shareholders is requested to authorize the board of directors to handle the above matters, industrial and commercial registration changes and other related matters. For details, please refer to the announcement on changing registered capital and amending the articles of association and the articles of association on the gem information disclosure media designated by the CSRC on the same day.
The independent directors of the company have expressed clear consent to this proposal. For details, see the relevant contents of the company's announcement on the gem information disclosure media designated by the CSRC on the same day.
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14、 Deliberated and passed the proposal on Amending the rules of procedure of the special committee of the board of directors of the company; In order to further improve the corporate governance structure and standardize the company's operation, according to the provisions of relevant laws, regulations and normative documents such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem, the standardized operation of companies listed on the gem and the latest provisions of the articles of association, the company, It is decided to revise and integrate the working rules of each committee of the board of directors of the company. For details, see the rules of procedure of the special committee of the board of directors announced on the gem information disclosure media designated by the CSRC on the same day.
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
15、 Deliberated and passed the proposal on providing guarantee for Sihong Jiuan water affairs Co., Ltd;
The guaranteed Sihong Jiu'An water Co., Ltd. (hereinafter referred to as "Sihong company") is a holding subsidiary of Beijing Jiu'An Construction Investment Group Co., Ltd. (hereinafter referred to as "Jiu'An construction"), a wholly-owned subsidiary of the company. The company holds 100% equity of Jiu'An construction, and Jiu'An construction holds 80% equity of Sihong company.
In order to meet the demand of financing replacement, the company agrees to provide 80% joint and several liability guarantee for the comprehensive credit business with an amount of no more than RMB 180 million applied by Sihong company to Industrial And Commercial Bank Of China Limited(601398) Sihong sub branch according to the indirect shareholding ratio of the company, with a guarantee amount of no more than RMB 144 million and a business term of 15 years, with a guarantee period of 3 years from the date of expiration of the guaranteed debt under the main contract.
The independent directors of the company have expressed clear consent to this proposal. For details, see the relevant contents of the company's announcement on the gem information disclosure media designated by the CSRC on the same day.
