Securities code: Welle Environmental Group Co.Ltd(300190) securities abbreviation: Welle Environmental Group Co.Ltd(300190) Announcement No.: 2022009 bond Code: 123049 bond abbreviation: convertible bond
Welle Environmental Group Co.Ltd(300190)
Announcement on the resolutions of the 15th meeting of the 4th board of supervisors
The board of supervisors and supervisors 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.
Welle Environmental Group Co.Ltd(300190) sent the notice of the 15th meeting of the Welle Environmental Group Co.Ltd(300190) 4th board of supervisors to all supervisors of the company by email and fax on April 6, 2022; On April 14, 2022, the 15th meeting of the Fourth Board of supervisors of the company (hereinafter referred to as “the meeting”) was held by on-site combined with communication. The meeting was presided over by Mr. Zhu Weibing, chairman of the board of supervisors. Three supervisors should attend the meeting and three actually attended the meeting; The meeting was held in accordance with the company law of the people’s Republic of China and other laws, administrative regulations and departmental rules, as well as the relevant provisions of the Welle Environmental Group Co.Ltd(300190) articles of Association (hereinafter referred to as the “articles of association”), and the resolutions made were legal and effective. The following proposals were considered and adopted by voting at this meeting:
1、 The proposal on the full text and summary of the company’s 2021 annual report was deliberated and adopted
After examination, the board of supervisors believes that the procedures of the 2021 annual report and the summary of the 2021 annual report prepared by the board of directors comply with relevant laws, regulations and the provisions of the CSRC, the contents of the report truly and accurately reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3 in favor, 0 abstention and 0 against
2、 The proposal on profit distribution of the company in 2021 was deliberated and passed
The profit distribution plan for 2021 is: take 781587620 shares as the base, distribute cash dividends of RMB 1 (including tax) to all shareholders for every 10 shares, and distribute cash dividends of RMB 78158762 in total. The board of supervisors believes that the profit distribution plan for 2021 formulated by the board of directors is in line with the actual situation of the company, does not violate the relevant provisions of the company law and the articles of association, and does not damage the interests of the company and minority shareholders
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3 in favor, 0 abstention and 0 against
3、 Deliberated and passed the proposal on the work report of the board of supervisors in 2021
During the reporting period, the board of supervisors earnestly performed its duties, prudently exercised the powers conferred by the articles of association and the general meeting of shareholders, earnestly performed the functions of the board of supervisors in combination with the actual business needs of the company, and safeguarded the legitimate rights and interests of the company and shareholders.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation
3 in favor, 0 abstention and 0 against
4、 The proposal on the self-evaluation report of the company’s internal control in 2021 was deliberated and adopted
The board of supervisors believes that all internal control systems of the company have strong pertinence, rationality and effectiveness, are in line with the actual development of the company, and the company has completed the internal control work well. The self-evaluation report of the company’s internal control in 2021 is true and effective.
3 in favor, 0 abstention and 0 against
5、 Deliberated and passed the proposal on the company’s 2021 annual financial statement report
The 2021 annual financial statement prepared by the company truly and in detail reflects the company’s financial situation and conforms to the company’s business situation. For details, please refer to the information disclosure website designated by the CSRC.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3 in favor, 0 abstention and 0 against
6、 The proposal on the special report on the deposit and use of raised funds in 2021 was reviewed and approved. After review, the board of supervisors held that in 2021, the company standardized the use and management of raised funds in strict accordance with the requirements of rules and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, There is no illegal use of the raised funds, the actual investment projects of the company’s raised funds are consistent with the promised investment projects, and there is no damage to the interests of shareholders.
3 in favor, 0 abstention and 0 against
7、 Deliberated and passed the proposal on the appointment of the company’s audit institution in 2022
The board of supervisors agreed to appoint ShineWing Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 to be responsible for the audit of the company’s accounting statements and other related work; The term of employment is one year, from January 1, 2022 to December 31, 2022.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3 in favor, 0 abstention and 0 against
8、 Deliberated and passed the proposal on the company’s dividend return plan for the next three years
In accordance with the requirements of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37), the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other relevant documents of the CSRC, as well as the relevant provisions of the articles of association, and comprehensively considering the company’s operating conditions and other factors, the company has formulated the plan for shareholders’ dividend return in the Welle Environmental Group Co.Ltd(300190) next three years (20222024), The above reporting plan is in line with the company’s business development and the interests of shareholders.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3 in favor, 0 abstention and 0 against
9、 The proposal on purchasing principal guaranteed financial products with idle raised funds was deliberated and adopted
In order to improve the use efficiency of raised funds, the company plans to use idle raised funds with a maximum amount of no more than RMB 140 million to purchase principal guaranteed financial products with high safety and good liquidity issued by financial institutions, without affecting the normal progress of raised funds investment projects and changing the purpose of raised funds in a disguised manner, It is conducive to improving the use efficiency of idle raised funds and obtaining certain investment income. Therefore, it is agreed that the company uses idle raised funds to purchase low-risk breakeven financial products of financial institutions.
3 in favor, 0 abstention and 0 against
10、 The proposal on using idle self owned funds to purchase principal guaranteed financial products was deliberated and adopted
On the premise of ensuring that the normal operation of the company is not affected, the company plans to use idle self owned funds to purchase low-risk financial products with high safety and good liquidity, which can improve the use efficiency of funds and increase capital income.
Therefore, the board of supervisors agreed that the company should use its own idle funds of no more than 250 million yuan to purchase low-risk financial products with high security and good liquidity.
3 in favor, 0 abstention and 0 against
11、 Proposal on purchasing directors, supervisors and senior managers liability insurance
The company plans to purchase liability insurance for all directors, supervisors and senior managers every year, The general meeting of shareholders is hereby requested to authorize the management to handle matters related to the purchase of all directors, supervisors and senior managers’ liability insurance (including but not limited to determining other relevant responsible personnel; determining insurance companies; determining insurance amount, premium and other insurance terms; signing relevant legal documents and handling other matters related to insurance), as well as matters related to renewal or re insurance at or before the expiration of the future directors, supervisors and senior managers’ liability insurance contract. The company’s purchase of directors, supervisors and senior managers’ liability insurance is conducive to improving the risk control system and promoting relevant responsible personnel to fully exercise their supervision rights and perform relevant duties, without damaging the interests of the company and all shareholders.
All supervisors of the company avoided voting as related parties, and the proposal was not voted at this meeting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and voting.
It is hereby announced.
Welle Environmental Group Co.Ltd(300190) board of supervisors April 15, 2022
