Information of the first extraordinary general meeting of shareholders in 2022 January 2002
Beijing Capital Eco-Environment Protection Group Co.Ltd(600008)
Agenda of the first extraordinary general meeting of shareholders in 2022
1、 Meeting time and place
(I) on site shareholders' meeting
Time: 9:30 am, January 17, 2022
Venue: conference room 2212, building 2, New Metropolis Hotel, No. 21 Chegongzhuang street, Xicheng District, Beijing
(II) online voting
Online voting system: online voting system for shareholders' meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from January 17, 2022 to January 17, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. 2、 Convener of the meeting
Beijing Capital Eco-Environment Protection Group Co.Ltd(600008) board of directors III. voting method
Combination of on-site voting and online voting IV. meeting content
(I) the host introduces the guests
(II) the host announces the attendance of shareholders and their representatives
(III) the moderator announces the beginning of the meeting to discuss and consider proposals
No. proposal name
Non cumulative voting proposal 1 proposal on Amending the rules of procedure of Beijing Capital Eco-Environment Protection Group Co.Ltd(600008) board of directors
2. Proposal on providing domestic and foreign loans for capital (Hong Kong) Co., Ltd
(IV) questions and speeches of shareholders
(V) the meeting deliberated and voted on the above proposals item by item
(VI) the moderator announced that the staff counted the votes
(VII) the scrutineer shall read out the voting results
(VIII) the lawyer reads out the legal opinion
(IX) the directors present at the meeting shall sign on the resolutions of the general meeting of shareholders, meeting minutes and other documents
(x) the moderator announces the end of the meeting. V. other matters of the meeting
(I) voting shall be by open ballot, and the voting right shall be determined according to the number of shares held. All shareholders and their representatives need to sign on the vote.
(II) complete the voting of proposals in order of deliberation.
(III) shareholders and shareholders' representatives present at the meeting may raise questions on the proposals considered at the meeting, which shall be answered and explained by the company's directors, supervisors and senior executives. The company's directors, supervisors or senior executives have the right not to answer questions involving the company's trade secrets.
(IV) the voting is divided into approval, objection or abstention, and the vacant vote shall be deemed as invalid.
(V) shareholders or representatives of shareholders and supervisors shall be selected at the meeting to count and count the votes, and the voting results shall be announced on the spot.
(VI) Beijing Tianda Gonghe law firm witnessed the legitimacy of the voting results and the agenda of the meeting.
(VII) the directors present at the meeting shall sign on the resolutions and records of the general meeting of shareholders.
Motion 1
Beijing Capital Eco-Environment Protection Group Co.Ltd(600008)
About revising Beijing Capital Eco-Environment Protection Group Co.Ltd(600008)
Proposal on the rules of procedure of the board of directors
Shareholders and shareholder representatives:
Beijing Capital Eco-Environment Protection Group Co.Ltd(600008) held the tenth interim meeting of the eighth board of directors in 2021 on December 30, 2021, considered and adopted the proposal on Amending the rules of procedure of Beijing Capital Eco-Environment Protection Group Co.Ltd(600008) board of directors. See Shanghai stock exchange for the revised rules of procedure of Beijing Capital Eco-Environment Protection Group Co.Ltd(600008) board of directors（ http://www.sse.com.cn. ）。 Please consider it.
Beijing Capital Eco-Environment Protection Group Co.Ltd(600008) proposal II in January 2022
Beijing Capital Eco-Environment Protection Group Co.Ltd(600008)
Proposal on providing domestic and foreign loans to capital (Hong Kong) Co., Ltd. shareholders and shareholder representatives:
1、 Overview of guarantee
Beijing Capital Eco-Environment Protection Group Co.Ltd(600008) (hereinafter referred to as "the company") convened the 10th interim meeting of the eighth board of directors in 2021 on December 30, 2021, deliberated and adopted the proposal on providing domestic guarantee and foreign loan for capital (Hong Kong) Co., Ltd, It is agreed that shouchuang (Hong Kong) Co., Ltd. (hereinafter referred to as "shouchuang Hong Kong") shall pay to Agricultural Bank Of China Limited(601288) Hong Kong Branch (hereinafter referred to as "ABC Hong Kong") The Hongkong and Shanghai Banking Corporation Limited (hereinafter referred to as "HSBC") applies for a loan not exceeding HK $1.7 billion and applies for a HK $1.8 billion loan from a syndicate with China China Construction Bank Corporation(601939) (Asia) Co., Ltd. (hereinafter referred to as "CCB Asia") as the agent. The company provides joint and several liability guarantee for the above HK $3.5 billion loan. The guarantee is as follows: the wholly-owned subsidiary of the company initiated Hong Kong to apply for a HK $3.5 billion loan from ABC Hong Kong, HSBC and a syndicate with CCB Asia as the agent, with a term of no more than 1 year and a comprehensive cost of HIBOR + 1.30%. The loan is used to replace the remaining principal and interest of the original HK $3.2 billion loan and the principal and interest of the original HK $1.8 billion loan. The company provides joint and several liability guarantee for the above HK $3.5 billion loan, and the relevant loan and guarantee agreement will be signed after the approval of the general meeting of shareholders.
2、 Basic information of the guaranteed
Pioneer Hong Kong is a wholly-owned subsidiary of the company. It was incorporated in Hong Kong with the approval of the Ministry of Commerce of the people's Republic of China and the State Administration of foreign exchange in 2004, with a paid in capital of HK $1.43 billion; Registered address: room 1613-1618, 16th floor, Bank of America Center, 12 Harcourt Road, central, Hong Kong; Business scope: investment and financing of water projects, consulting services, etc. As of December 31, 2020, the audited total assets of pioneer Hong Kong were about RMB 25.353 billion (unless otherwise specified below, "Yuan" refers to RMB), the total liabilities were about RMB 21.994 billion, the current liabilities were about RMB 12.617 billion, the bank loans were about RMB 11.208 billion, the net assets were about RMB 3.359 billion, and the consolidated operating income in 2020 was about RMB 5.321 billion, The consolidated net profit is about 57 million yuan; As of September 30, 2021, the unaudited total assets of pioneer Hong Kong are about 28.185 billion yuan, the total liabilities are about 24.618 billion yuan, the current liabilities are about 10.628 billion yuan, the bank loans are about 13.439 billion yuan, and the net assets are about 35.67 billion yuan
From January to September 2021, the operating revenue is about 6.046 billion yuan, and the consolidated net profit is about 158 million yuan. 3、 Main contents of the guarantee agreement
First Hong Kong applies for loans of no more than HK $1.7 billion and HK $1.8 billion from ABC Hong Kong, HSBC and the syndicate with CCB Asia as the agent, with a term of no more than 1 year and a comprehensive cost of HIBOR + 1.30%.
The company provided joint and several liability guarantee for the above HK $3.5 billion loan.
4、 Opinions of the board of directors
The above guarantee is to meet the capital needs of the company's wholly-owned subsidiaries in the process of operation. Pioneer Hong Kong has stable operation, good credit status and controllable guarantee risk. The company's guarantee for wholly-owned subsidiaries will not damage the interests of the company and all shareholders, and will not adversely affect the normal operation and business development of the company. The above guarantees are fair and equal, and comply with relevant policies and regulations and the articles of association.
5、 Opinions of independent directors
The company's provision of guarantee for the loan of its wholly-owned subsidiary capital (Hong Kong) Co., Ltd. is in line with the company's strategic development needs, the relevant decision-making procedures are in line with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of the company and shareholders. We unanimously agree to this guarantee and agree to submit it to the general meeting of shareholders of the company for deliberation.
6、 Accumulated external guarantees and overdue guarantees
As of December 30, 2021, the total amount of external guarantees provided by the company and its holding subsidiaries was 10771.007 million yuan, accounting for 41.52% of the latest audited net assets of the company; The total amount of guarantee provided by the company to its holding subsidiaries is 6288.4546 million yuan, accounting for 24.24% of the company's latest audited net assets.
There is no overdue guarantee in the company.
Please consider it.
Beijing Capital Eco-Environment Protection Group Co.Ltd(600008) January 2022
