Securities code: Hynar Water Group Co.Ltd(300961) securities abbreviation: Hynar Water Group Co.Ltd(300961) Announcement No.: 2022016
Hynar Water Group Co.Ltd(300961)
Announcement of the resolution of the 30th meeting of the second board of directors
The board of directors and all directors of the company guarantee that there are no false records and misleading statements in the contents of this announcement
Or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings held
Hynar Water Group Co.Ltd(300961) (hereinafter referred to as “the company”) the notice of the 30th meeting of the second board of directors (hereinafter referred to as “the meeting”) was sent to all directors by e-mail on April 15, 2022. The meeting was held in the company’s conference room on April 26, 2022 by means of on-site voting and communication voting. The meeting was presided over by Chairman Li Haibo. There were 7 directors who should attend the meeting, 7 directors who actually attended the meeting, and all supervisors and senior managers attended the meeting as nonvoting delegates. The convening and convening of this board meeting complies with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Hynar Water Group Co.Ltd(300961) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, regulations and provisions, and the resolutions of the meeting are legal and effective.
2、 Deliberations of the meeting
1. The proposal on the work report of the board of directors in 2021 was deliberated and adopted
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn./ ）Disclosed the work report of the board of directors in 2021. Mr. Peng Yongzhen, Mr. Yu Xiufeng and Ms. Yu Hongying, the independent directors of the company, will report on their work at the 2021 annual general meeting of shareholders of the company. For details, see the company’s website on cninfo on the same day（ http://www.cn.info.com.cn. ）The work report of the board of directors in 2021 and the work report of independent directors in 2021 disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
2. The proposal on the company’s 2021 annual general manager’s work report was deliberated and adopted
The board of directors reviewed the general manager’s work report for 2021 submitted by Mr. Xiao Jicheng, the general manager. In 2021, the company’s management effectively implemented the resolutions of the general meeting of shareholders and the board of directors, and better completed the development objectives of 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
3. Deliberated and passed the proposal on the company’s 2021 annual financial statement report
The financial management center has prepared the financial report and final financial statements of 2021 in strict accordance with the accounting standards for business enterprises and other standards and norms. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn./ ）Disclosed the company’s 2021 annual financial statement report.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on the company’s annual report in 2021 and the summary of the annual report in 2021 was deliberated and adopted
The information contained in the 2021 annual report and abstract of the company is true, accurate and complete, and there are no false records, misleading statements or major omissions. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn./ ）Disclosed annual report of the company in 2021 and summary of annual report of the company in 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
5. The proposal on the company’s self-evaluation report on internal control in 2021 was deliberated and adopted
The self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system. The company’s internal control system is relatively perfect and can be effectively implemented. The independent directors of the company expressed their independent opinions on the proposal. For details, see the company’s website on the same day（ http://www.cn.info.com.cn./ ）Self evaluation report on internal control of the company in 2021 disclosed. Voting results: 7 in favor, 0 against and 0 abstention.
6. The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
The company’s profit distribution plan for 2021 is: it plans to distribute cash dividends of RMB 0.23 (including tax) to all shareholders for every 10 shares based on the existing total share capital of 177280000 shares, with a total of RMB 4077440 (including tax). In this year, no capital reserve will be used to increase share capital, no bonus shares will be given, and the remaining undistributed profits will be carried forward for subsequent annual distribution. If before the implementation of the distribution plan, the total share capital of the company changes due to the issuance of new shares, equity incentive exercise, convertible bonds to shares and other reasons, the distribution proportion will be adjusted according to the principle of “fixed total cash dividends”. The independent directors of the company expressed their independent opinions on the proposal. For details, see the company’s website on the same day（ http://www.cn.info.com.cn./ ）Announcement of profit distribution in 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
7. The proposal on the 2022 salary plan of the company’s senior managers was deliberated and adopted
The senior managers of the company shall conduct comprehensive performance evaluation according to their positions and the current salary system, personal performance, performance and completion of responsibility objectives of the company, and take the evaluation results as the basis for determining the salary. The remuneration policy of 2022 can effectively stimulate the enthusiasm and initiative of senior managers and is conducive to the stable development of the company. The review procedure is in line with the provisions of the articles of association. The independent directors of the company expressed their independent opinions on the proposal.
Mr. Xiao Jicheng, a related director, abstained from voting.
Voting results: 6 in favor, 0 against and 0 abstention.
8. Deliberated and passed the proposal on the remuneration scheme of non independent directors of the company
Mr. Li Haibo, the chairman of the company, Ms. Li Qin, the vice chairman and Mr. Xiao Jicheng, the director of the company, shall determine their remuneration based on their positions in the company without paying their director’s allowance separately; Mr. Liu Wei does not receive any remuneration and allowance from the company. The independent directors of the company expressed their independent opinions on the proposal.
Related directors Mr. Li Haibo, Ms. Li Qin, Mr. Xiao Jicheng and Mr. Liu Wei abstained from voting.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
9. Deliberated and passed the proposal on the remuneration scheme of independent directors of the company
The independent directors of the company are entitled to an independent director allowance of RMB 10000 per person per month (before tax) according to the contract signed between the company and them, which is paid on an average monthly basis. In addition, they do not receive other wages and remuneration from the company. The board of directors agrees to the remuneration scheme. Related directors Mr. Yu Xiufeng, Mr. Peng Yongzhen and Ms. Yu Hongying withdrew from voting.
Voting results: 4 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
10. The proposal on the company and its subsidiaries to apply for comprehensive credit line and related party guarantee from banks and other financial institutions was deliberated and adopted
In order to meet the capital needs of the company’s daily operation and project construction, broaden financing channels and reduce financing costs, according to the development and operation plan and financial budget of 2022, the company and its subsidiaries intend to apply for a comprehensive credit line of no more than RMB 2.62 billion from banks and other financial institutions (including but not limited to banks, financial leasing platforms and other formal financial institutions), and the controlling shareholders The actual controller provides the guarantee under this credit line. The proposal complies with the provisions of relevant laws and regulations, and the voting procedure is legal and effective. The independent directors of the company have expressed their independent opinions of prior approval and consent to the proposal. For details, see the company’s website on cninfo on the same day（ http://www.cn.info.com.cn./ ）Announcement on the company and its subsidiaries to apply for comprehensive credit line and affiliated guarantee from banks and other financial institutions.
Mr. Li Haibo, a related director, avoided voting.
Voting results: 6 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
11. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance was deliberated and adopted. The board of directors of the company requested the general meeting of shareholders to authorize the board of directors to issue shares with a total financing amount of no more than 200 million yuan and no more than 20% of the net assets at the end of the most recent year. The authorization period is from the date of adoption of the 2021 annual general meeting of shareholders to the date of convening the 2022 annual general meeting of shareholders. This authorization includes the following contents:
1. Confirm whether the company meets the conditions for issuing shares to specific objects through summary procedures (hereinafter referred to as “microfinance”)
Authorize the board of directors to conduct self-examination and demonstration on the actual situation and relevant matters of the company in accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws, regulations, normative documents and the articles of association, and confirm whether the company meets the conditions for issuing shares to specific objects through summary procedures.
2. Type, quantity and par value of issued shares
Issue RMB ordinary shares (A shares) listed in China with a total financing amount of no more than 200 million yuan and no more than 20% of the net assets at the end of the latest year to specific objects, with a par value of 1.00 yuan per share. The number of issues shall be determined by dividing the total amount of raised funds by the issue price, which shall not exceed 30% of the total share capital of the company before the issue.
3. Issuing method, issuing object and placement arrangement to original shareholders
The issuance of shares adopts the method of non-public issuance to specific objects through simple procedures, and the issuance objects are legal persons, natural persons or other legal investment organizations with no more than 35 specific objects in line with the provisions of the regulatory authorities. Securities investment fund management companies, securities companies, qualified overseas investors and RMB qualified overseas institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object. If a trust company is the issuing object, it can only subscribe with its own funds. The final issuing object will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the subscription quotation and the authorization of the general meeting of shareholders. All the objects of this issuance of shares are subscribed in cash.
4. Pricing method or price range
(1) The issue price shall not be less than 80% of the average price of the company’s shares in the 20 trading days before the pricing benchmark date (the calculation formula is: the average price of shares in the 20 trading days before the pricing benchmark date = the total amount of shares traded in the 20 trading days before the pricing benchmark date / the total amount of shares traded in the 20 trading days before the pricing benchmark date);
(2) Shares issued to specific objects shall not be transferred within 6 months from the date of issuance. If the issuing object falls under the circumstances specified in paragraph 2 of Article 57 of the measures for the administration of registration, the shares subscribed by it shall not be transferred within 18 months from the date of completion of the issuance. The shares obtained by the issuing object from the shares issued by the listed company to specific objects and derived from the distribution of stock dividends by the listed company and the conversion of capital reserve shall also comply with the above share locking arrangements. This authorization of the board of directors to issue shares to specific objects will not lead to changes in the company’s control.
5. Purpose of raised funds
The purpose of the funds raised by this issuance of shares shall comply with the following provisions:
(1) Comply with national industrial policies and relevant laws and administrative regulations on environmental protection and land management;
(2) The funds raised this time shall not be used for holding financial investment, and shall not be directly or indirectly invested in companies whose main business is the trading of securities;
(3) After the implementation of the fund-raising project, it will not add horizontal competition, obviously unfair related party transactions with the controlling shareholders, actual controllers and other enterprises under their control, or seriously affect the independence of the company’s production and operation.
6. Validity of resolution
The validity period of the resolution is from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of convening the 2022 annual general meeting of shareholders.
7. Authorization of the board of directors to handle specific matters of this issuance
Authorize the board of directors to comply with this proposal, the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of registration, the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange, the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange and other relevant laws and regulations Within the scope of normative documents and the articles of association, fully handle all matters related to this microfinance, including but not limited to:
(1) Handle the declaration of this microfinance, including making, modifying, signing and reporting relevant declaration documents and other legal documents;
(2) Within the scope permitted by laws, regulations, relevant provisions of the CSRC and the articles of association, formulate, adjust and implement this small quick financing scheme in accordance with the requirements of the competent department and in combination with the actual situation of the company, including but not limited to determining the amount of raised funds, issuance price, issuance quantity, issuance object and all other matters related to the small quick financing scheme, Decide on the issuance timing of this microfinance;
(3) According to the requirements of relevant government departments and regulatory agencies, prepare, modify and submit the microfinance scheme and the application materials for the issuance and listing, go through relevant procedures, implement the share restriction and other procedures related to the issuance and listing, and deal with the information disclosure related to the Microfinance in accordance with the regulatory requirements;
(4) Sign, modify, supplement, complete, submit and execute all agreements, contracts and documents related to this microfinance (including but not limited to sponsor and underwriting agreements, agreements related to raised funds, subscription agreements signed with investors, announcements and other disclosure documents);
(5) According to the requirements of relevant competent authorities and the actual situation of the securities market, adjust the specific arrangements of the investment projects with raised funds within the scope of the resolutions of the general meeting of shareholders;
