Securities code: Haitian Water Group Co.Ltd(603759) securities abbreviation: Haitian Water Group Co.Ltd(603759) Announcement No.: 2022012 Haitian Water Group Co.Ltd(603759)
Announcement on the resolutions of the 29th meeting of the third 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.
Haitian Water Group Co.Ltd(603759) (hereinafter referred to as "the company") the 29th meeting of the third board of directors was held on site at 14:00 on April 11, 2022, and the meeting notice was sent by e-mail on April 1, 2022. The meeting was presided over by Mr. Fei Gongquan, chairman of the board of directors. There were 7 directors who should be present and 7 actual directors. The convening and convening of the meeting met the relevant provisions of the company law of the people's Republic of China and the articles of association.
After voting, the following resolutions are formed:
1、 Deliberated and adopted the annual report and summary of 2021
Voting results: 7 in favor, 0 against and 0 abstention.
Please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The full text of the annual report of Haitian Water Group Co.Ltd(603759) 2021 and the summary of the annual report of Haitian Water Group Co.Ltd(603759) 2021 disclosed.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 Deliberated and adopted the financial final accounts report for 2021
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
The independent director expressed his opinion that the company's special report on the deposit and use of raised funds in 2021 truly, accurately and completely reflected the deposit and use of raised funds during the reporting period. The deposit and use of the company's raised funds in 2021 have fulfilled the necessary procedures and comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation, the articles of association and the raised funds management system, There is no situation that damages the interests of the company's shareholders, especially the minority shareholders.
Please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report on the deposit and actual use of raised funds in Haitian Water Group Co.Ltd(603759) 2021 (Announcement No.: 2022014).
4、 The proposal on closing part of the company's investment projects with raised funds and permanently replenishing the surplus raised funds with working capital was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors expressed their opinions that the company has fulfilled the necessary deliberation procedures for the settlement of some raised investment projects and the permanent supplement of the surplus raised funds to the working capital, which is in line with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and the company's management system for the use of raised funds. The company will permanently supplement the working capital with the surplus raised funds for daily production, operation and business development, which is conducive to improving the use efficiency of the raised funds. There is no illegal use of the raised funds and damaging the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, the proposal was unanimously agreed and submitted to the general meeting of shareholders of the company for deliberation. Please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement of Haitian Water Group Co.Ltd(603759) on closing some raised investment projects of the company and permanently supplementing the surplus raised funds with working capital (Announcement No.: 2022017) disclosed.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5、 Deliberated and adopted the report on the performance of the audit committee of the board of directors in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
Please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed report on the performance of the audit committee of the board of directors in Haitian Water Group Co.Ltd(603759) 2021.
6、 Deliberated and adopted the work report of the board of directors in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
7、 Reviewed and approved the work report of the general manager (president) in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
8、 Deliberated and adopted the 2021 annual internal control evaluation report
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors expressed their opinions that: the company has established a relatively complete, reasonable and effective internal control management system, and all internal control systems meet the requirements of relevant laws, regulations and regulatory authorities, meet the needs of the company's production and operation at this stage, and are effectively implemented in business activities. The internal control evaluation report of the company in 2021 is in line with the actual situation of the company's internal control, and the content is complete. We agree with the relevant conclusions of this report.
Please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Internal control evaluation report of Haitian Water Group Co.Ltd(603759) 2021 disclosed.
9、 The plan for profit distribution and conversion of capital reserve into share capital in 2021 was reviewed and approved. The voting results were: 7 in favor, 0 against and 0 abstention.
It is agreed that based on the company's existing total share capital of 312000000 shares, it is proposed to distribute cash dividends of 2.06 yuan (including tax) for every 10 shares to all shareholders, and increase 4.8 shares for every 10 shares to all shareholders with capital reserve, totaling 6427200000 yuan and 1497660000 shares. The total share capital after this distribution is 461760000 shares.
The independent director expressed his opinion that the company's plan for profit distribution and conversion of capital reserve into share capital in 2021 fully considers the company's current business development, profitability, capital demand, reasonable return of shareholders and other factors, which is conducive to the sustainable, stable and healthy development of the company and does not damage the legitimate rights and interests of the company and shareholders. We unanimously agreed on the company's 2021 profit distribution plan and the plan of converting capital reserve into share capital, and submitted the plan to the company's 2021 annual general meeting for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement of Haitian Water Group Co.Ltd(603759) 2021 annual profit distribution and capital reserve converted into share capital plan (Announcement No.: 2022015) disclosed.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
10、 Deliberated and passed the proposal on Amending 11 systems including the articles of Association
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement of Haitian Water Group Co.Ltd(603759) on Amending the articles of association and relevant systems (Announcement No.: 2022016) disclosed.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
11、 The proposal on Revising three systems including the working system of the Secretary of the board of directors was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
12、 The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted. The voting results: 7 in favor, 0 against and 0 abstention.
The board of directors decided to convene the 2021 annual general meeting of shareholders of the company on Friday, May 6, 2022 to consider relevant proposals. Please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The notice of Haitian Water Group Co.Ltd(603759) 2021 annual general meeting of shareholders (Announcement No.: 2022018) disclosed.
It is hereby announced.
Haitian Water Group Co.Ltd(603759) board of directors April 12, 2022
