Securities code: Welle Environmental Group Co.Ltd(300190) securities abbreviation: Welle Environmental Group Co.Ltd(300190) Announcement No.: 2022008 bond Code: 123049 bond abbreviation: convertible bond
Welle Environmental Group Co.Ltd(300190)
Announcement on the resolution of the 23rd Meeting of the 4th board of directors
The board of directors and 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.
Welle Environmental Group Co.Ltd(300190) sent the notice of the 23rd Meeting of the Fourth Board of directors to all directors of the company by e-mail and fax on April 6, 2022; On April 14, 2022, the 23rd Meeting of the Fourth Board of directors of the company (hereinafter referred to as “the meeting”) was held by on-site combined with communication. There are 9 directors who should attend the meeting and 9 actually attended the meeting. The meeting is presided over by Mr. Li Zhongyue, chairman of the board; 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 work report of the board of directors in 2021 was reviewed and adopted
The company has prepared the work report of the board of directors in 2021 to report the operation of the company. This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. At the same time, the independent directors of the company made an annual report on their work and will report to all shareholders at the general meeting of shareholders.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9 in favor, 0 abstention and 0 against
2、 Deliberated and passed the proposal on the work report of the general manager of the company in 2021
The board of directors listened to the general manager’s work report for 2021 made by the general manager and believed that the company’s management carefully implemented and implemented various resolutions of the board of directors around the work plan and objectives for 2021, actively carried out various work, and the report was in line with the actual operation of the company, and agreed with the above report.
9 in favor, 0 abstention and 0 against
3、 The proposal on the full text and summary of the company’s 2021 annual report was deliberated and adopted
The company has prepared the full text and abstract of the 2021 annual report, and the details will be published on the information disclosure media designated by the CSRC.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9 in favor, 0 abstention and 0 against
4、 The proposal on profit distribution of the company in 2021 was deliberated and passed
Audited by ShineWing certified public accountants, the net profit attributable to the shareholders of the listed company in the consolidated statements of the company in 2021 is 18625087297 yuan, the net profit of the parent company is 11074440047 yuan, and 10% of the statutory surplus reserve is 1107444005 yuan in accordance with the relevant provisions of the company law and the articles of Association; Plus the undistributed profit of 58766866371 yuan at the beginning of the year, minus the distributed profit in 2020, the profit available for distribution to shareholders this time is 60918045175 yuan. In order to ensure the sustainable, stable and healthy development of the company and better safeguard the long-term interests of all shareholders, the company has formulated the profit distribution plan for 2021 as follows:
Taking 781587620 shares as the base, the company distributed a cash dividend of RMB 1 (including tax) to all shareholders for every 10 shares, with a total cash dividend of 78158762 yuan. If the share capital changes after the board of directors deliberates the profit distribution plan, the distribution proportion will be adjusted according to the principle that the total distribution amount remains unchanged. This profit distribution plan complies with the provisions of the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies and the profit distribution policy in the articles of association.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9 in favor, 0 abstention and 0 against
5、 The proposal on the self-evaluation report of the company’s internal control in 2021 was deliberated and adopted
The company has prepared the self-evaluation report on internal control in 2021 and published it on the information disclosure media designated by the CSRC.
9 in favor, 0 abstention and 0 against
6、 Deliberated and passed the proposal on the appointment of the company’s audit institution in 2022
ShineWing Certified Public Accountants (special general partnership) is a professional audit institution with securities practice qualification. It served as the company’s audit institution in 2021. In view of its familiarity with the company and maintaining the continuity of audit work, it is proposed to continue to hire 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.
As for the annual audit fee in 2022, the company will negotiate with the audit institution according to the audit work in 2022.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9 in favor, 0 abstention and 0 against
7、 The proposal on the special report on the deposit and use of raised funds in 2021 was reviewed and approved. The company prepared the special report on the deposit and use of raised funds in 2021. Independent directors, sponsors and accounting firms expressed their opinions on this report. See the announcement on the information disclosure media website designated by the CSRC for details.
9 in favor, 0 abstention and 0 against
8、 Deliberated and passed the proposal on the company’s 2021 annual financial statement report
The company has prepared the financial statement report of 2021, the details of which will be released to the information disclosure media designated by the CSRC.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9 in favor, 0 abstention and 0 against
9、 The proposal that the company and some wholly-owned subsidiaries intend to apply to Agricultural Bank Of China Limited(601288) for comprehensive credit with a total amount of 360 million yuan was reviewed and approved
According to the needs of business development, the company and some wholly-owned subsidiaries plan to apply for a comprehensive credit with a total amount of 360 million yuan from Agricultural Bank Of China Limited(601288) Changzhou Tianning sub branch, of which the company applies for a comprehensive credit with a total amount of 270 million yuan from Agricultural Bank Of China Limited(601288) Changzhou Tianning sub branch, and Changzhou Jinyuan mechanical equipment Co., Ltd., a wholly-owned subsidiary of the company, applies for a comprehensive credit with a total amount of 30 million yuan from Agricultural Bank Of China Limited(601288) Changzhou Tianning sub branch, Welle Environmental Group Co.Ltd(300190) (Suzhou) Energy Technology Co., Ltd., a wholly-owned subsidiary of the company, applied to Agricultural Bank Of China Limited(601288) Zhangjiagang branch for a comprehensive credit line of 60 million yuan, and authorized the chairman of the company to handle specific credit matters and sign various documents related to this credit.
9 in favor, 0 abstention and 0 against
10、 The proposal on the company’s application to Bank Of Jiangsu Co.Ltd(600919) Changzhou branch for a comprehensive credit line of 300 million yuan was reviewed and approved
According to the needs of business development, the company plans to apply to Bank Of Jiangsu Co.Ltd(600919) Changzhou branch for a comprehensive credit line of 300 million yuan with a credit term of one year, authorize the chairman of the company to handle specific credit matters and sign various documents related to this credit.
9 in favor, 0 abstention and 0 against
11、 The proposal on the company’s application to Bank Of Shanghai Co.Ltd(601229) for a comprehensive credit line of 100 million yuan was deliberated and adopted
According to the needs of business development, the company plans to apply to Bank Of Shanghai Co.Ltd(601229) Changzhou branch for a comprehensive credit line of 100 million yuan with a credit term of one year, authorize the chairman of the company to handle the specific application for credit and sign various documents related to this credit.
9 in favor, 0 abstention and 0 against
12、 The proposal on the company and its subsidiaries applying to Industrial Bank Co.Ltd(601166) for a comprehensive credit line of 500 million yuan was deliberated and adopted
According to the needs of business development, the company and its subsidiaries now intend to apply to Industrial Bank Co.Ltd(601166) Changzhou branch for a comprehensive credit of 500 million yuan, of which 310 million yuan is the exposure line, and authorize the chairman of the company to handle specific credit matters and sign various documents related to this credit. The specific credit line is subject to the amount approved by Industrial Bank Co.Ltd(601166) Changzhou branch.
9 in favor, 0 abstention and 0 against
13、 The proposal on providing guarantee for Hangzhou energy and Environmental Engineering Co., Ltd., a wholly-owned subsidiary of the company, was deliberated and adopted
The company plans to provide guarantee for the comprehensive credit of RMB 60 million applied by the wholly-owned subsidiary of the company, Hangzhou energy and Environment Engineering Co., Ltd. (hereinafter referred to as “Hangzhou energy and environment”) to Shanghai Pudong Development Bank Co.Ltd(600000) Hangzhou Zhongshan sub branch, with a credit term of one year. The company intends to provide guarantee for this credit, and the guarantee period is from the effective date of the guarantee contract to three years after the expiration of the debt performance period. This guarantee can obtain necessary financial support for hangneng environment and contribute to the sustainable and stable operation of hangneng environment. The board of directors of the company intends to authorize the chairman of the company or the authorized agent designated by the chairman to handle relevant businesses within the guarantee limit, handle relevant procedures on behalf of the company, sign relevant legal documents, etc. the relevant guarantee matters shall be subject to the officially signed guarantee agreement. The financial risk of this guarantee is within the company’s control. This transaction does not constitute a connected transaction and will not damage the interests of the company and shareholders.
9 in favor, 0 abstention and 0 against
14、 The proposal on providing guarantee for Welle Environmental Group Co.Ltd(300190) (Suzhou) Energy Technology Co., Ltd., a wholly-owned subsidiary of the company, was deliberated and adopted
According to the above credit proposal, the wholly-owned subsidiary of the company Welle Environmental Group Co.Ltd(300190) (Suzhou) Energy Technology Co., Ltd. (hereinafter referred to as ” Welle Environmental Group Co.Ltd(300190) energy”) plans to apply to Agricultural Bank Of China Limited(601288) Zhangjiagang branch for a comprehensive credit of 60 million yuan, including 40 million yuan of general credit and 20 million yuan of low-risk credit with a credit term of one year. The company intends to provide guarantee for this credit, and the guarantee period is from the effective date of the guarantee contract to three years after the expiration of the debt performance period. This guarantee can obtain necessary financial support for Welle Environmental Group Co.Ltd(300190) energy and contribute to the sustainable and stable operation of Welle Environmental Group Co.Ltd(300190) energy. The board of directors of the company intends to authorize the chairman of the company or the authorized agent designated by the chairman to handle relevant businesses within the guarantee limit, handle relevant procedures on behalf of the company, sign relevant legal documents, etc. the relevant guarantee matters shall be subject to the officially signed guarantee agreement. The financial risk of this guarantee is within the company’s control. This transaction does not constitute a connected transaction and will not damage the interests of the company and shareholders.
9 in favor, 0 abstention and 0 against
15、 The proposal on providing guarantee for Haikou Shenwei Environmental Service Co., Ltd., a joint-stock subsidiary of the company, was deliberated and adopted
Haikou Shenwei Environmental Service Co., Ltd. (hereinafter referred to as “Haikou Shenwei”) plans to apply to Haikou Rural Credit Cooperative Association for a loan of 80 million yuan for the construction investment of Haikou yanchunling leachate project for a period of 10 years. The above loan can obtain necessary financial support for the operation of Haikou Shenwei and help promote the construction process of Haikou yanchunling leachate project. The company holds 30% of the equity of Haikou Shenwei. Haikou Shenwei is a joint-stock subsidiary of the company. Now the company plans to guarantee the loan applied by Haikou Shenwei at the proportion of 30%, that is, to provide joint and several liability guarantee for the loan of 24 million yuan. At the same time, the company pledges 30% of the equity of Haikou Shenwei to Haikou rural credit cooperative association as guarantee, The remaining loan amount shall be guaranteed by Haikou Shenwei Environmental Protection Industry Holding Co., Ltd., another shareholder of Haikou Shenwei, with joint and several liabilities and corresponding equity pledge.
The financial risk of this guarantee is within the company’s control. This transaction does not constitute a connected transaction and will not damage the interests of the company and shareholders. The board of directors of the company intends to authorize the chairman of the company or the authorized agent designated by the chairman to handle relevant businesses within the guarantee limit, handle relevant procedures on behalf of the company, sign relevant legal documents, etc. the relevant guarantee matters shall be subject to the officially signed guarantee agreement. The transaction does not constitute a connected transaction, and providing guarantee for it will not damage the interests of the company and shareholders.
9 in favor, 0 abstention and 0 against
16、 Deliberated and passed the proposal on equity pledge of subsidiaries
On December 30, 2021, the company held the 22nd Meeting of the 4th board of directors, deliberated and approved the proposal on providing guarantee for Hainan Welle Environmental Group Co.Ltd(300190) Environmental Service Co., Ltd., a wholly-owned subsidiary of the company. The company provided guarantee for approving Hainan Welle Environmental Group Co.Ltd(300190) Environmental Service Co., Ltd. to apply for a fixed asset loan of 75 million yuan for capital construction projects to China Everbright Bank Company Limited Co.Ltd(601818) Sanya Branch. In order to further provide credit enhancement measures for the above financing matters, the company plans to pledge 100% of the equity of Hainan Welle Environmental Group Co.Ltd(300190) Environmental Services Co., Ltd. held by the company to China Everbright Bank Company Limited Co.Ltd(601818) Sanya Branch, and plans to authorize the chairman of the company or the authorized agent designated by the chairman to handle relevant businesses, handle relevant procedures on behalf of the company, sign relevant legal documents, etc. 9 in favor, 0 abstention and 0 against
17、 The proposal on using idle raised funds to purchase financial products 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 implementation of the company’s raised funds investment projects and the normal operation of the company. The above matters will not affect the operation of the raised funds investment projects
