Securities code: Safbon Water Service (Holding) Inc.Shanghai(300262) securities abbreviation: Safbon Water Service (Holding) Inc.Shanghai(300262) Announcement No.: 2022022 Safbon Water Service (Holding) Inc.Shanghai(300262)
Announcement of the resolution of the 36th meeting of the Fourth Board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Safbon Water Service (Holding) Inc.Shanghai(300262) (hereinafter referred to as “the company”) the 36th meeting of the Fourth Board of directors was notified to all directors, supervisors and senior executives in writing and communication on April 17, 2022, and was held in the conference room of the company by communication voting on April 27, 2022. Six directors should be present at the meeting, and six directors actually participated in the voting, which is in line with the quorum for convening the meeting of the board of directors. The meeting was presided over by Mr. Cheng Hui, chairman of the company, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening of the meeting complies with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
After careful consideration by the directors attending the meeting, the meeting adopted the following resolutions:
(I) deliberated and passed the proposal on the work report of the general manager of the company in 2021
The board of directors of the company carefully listened to the general manager’s work report for 2021 made by Mr. Wang Xian, the general manager, and believed that the management of the company effectively implemented the resolutions of the general meeting of shareholders and the board of directors in 2021 and made efforts for the stable and sustainable development of the company.
Voting results: 5 in favor, 0 against and 1 abstention.
Director Ms. Liu Tao abstained. Reason for abstaining: the general manager’s work summary should be targeted.
This proposal does not need to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(II) deliberated and passed the proposal on the work report of the board of directors in 2021
For details of this proposal, please refer to cninfo.com.cn, the gem information disclosure website designated by China Securities Regulatory Commission on April 28, 2022 “Section III Management Discussion and analysis” in the 2021 annual report published.
Independent directors Ms. Liu Tao, Mr. Li Jianyong and Mr. Kang Zhongliang also submitted the 2021 work report to the board of directors and will report on their work at the 2021 annual general meeting of shareholders. For details, please refer to cninfo (www.cn. Info. Com. CN.), the gem information disclosure website designated by the CSRC on April 28, 2022 Relevant announcements published.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(III) deliberated and passed the proposal on the company’s 2021 annual financial statement report
For details of this proposal, please refer to cninfo.com.cn, the gem information disclosure website designated by China Securities Regulatory Commission on April 28, 2022 The financial report of 2021 is published. Voting results: 4 in favor, 0 against and 2 abstentions.
Ms. Liu Tao, director, abstained. Reasons for abstaining: Based on the reasons for abstaining from the proposal on the company’s provision for asset impairment and write off of assets in 2021 and the proposal on correction and retroactive adjustment of previous accounting errors, she expressed doubts about this proposal.
Mr. Li Jianyong, the director, abstained. The reason for abstaining: the company’s loss in 2021 was large, and it involved factors such as the provision for asset impairment and write off of assets, which could not be judged in a short time after receiving the financial statements. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(IV) deliberated and passed the proposal on the company’s profit distribution plan in 2021
According to the audit findings of Zhonghua Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company in the consolidated statements of the company in 2021 is -1303691500 yuan, and the net profit realized by the parent company is -615483700 yuan. According to the provisions of the company law and the articles of association, 10% of the statutory surplus reserve will not be withdrawn. As of December 31, 2021, the profit available to shareholders of the parent company is -3745601 million yuan.
The company pays attention to the reasonable return to shareholders, takes into account the sustainable development of the company, maintains the continuity and stability of the company’s profit distribution policy, and fully considers the opinions of all parties in the decision-making and demonstration process of profit distribution policy. In combination with the company’s own development stage and capital situation, the company plans not to make profit distribution in 2021.
For details of this proposal, please refer to cninfo.com.cn, the gem information disclosure website designated by China Securities Regulatory Commission on April 28, 2022 Special instructions on no profit distribution in 2021 published. Independent directors expressed their independent opinions on the proposal.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(V) deliberated and passed the proposal on the full text and summary of the company’s 2021 annual report
The preparation procedures of the company’s 2021 annual report, 2021 annual report summary and 2021 annual audit report comply with laws, regulations and relevant provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company’s operation in 2021, and there are no false records, misleading statements or major omissions.
For details of the annual report of 2021, the summary of the annual report of 2021 and the annual audit report of 2021, see the company’s gem information disclosure website cninfo (www.cn. Info. Com. CN.) designated by the CSRC on April 28, 2022 Published content. The suggestive announcement of the annual report shall be published in the securities times, Securities Daily, Shanghai Securities News and China Securities News at the same time.
Voting results: 5 in favor, 0 against and 1 abstention.
Ms. Liu Tao, director, abstained. Reasons for abstaining: Based on the reasons for abstaining from the proposal on the company’s provision for asset impairment and write off of assets in 2021 and the proposal on correction and retroactive adjustment of previous accounting errors, she expressed doubts about this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(VI) deliberated and passed the proposal on the change of accounting policies of the company
On January 26, 2021, the Ministry of finance of the people’s Republic of China issued the notice on printing and distributing the interpretation of accounting standards for Business Enterprises No. 14 (CAI Kuai [2021] No. 1) (hereinafter referred to as “Interpretation No. 14”), which clarified the accounting treatment of social capital parties on government and social capital cooperation (PPP) project contracts.
。 Interpretation No. 14 shall come into force from the date of promulgation, and the new relevant businesses from January 1, 2021 to the date of implementation shall also be adjusted according to the interpretation.
According to the requirements of the above documents, the company changes its accounting policies accordingly.
The proposal has been deliberated and approved by the audit committee of the board of directors, and the independent directors of the company have expressed independent opinions on the proposal. For details, please refer to cninfo (www.cn. Info. Com. CN.) on April 28, 2021, which is the information disclosure website designated by the CSRC on the gem Announcement on changes in accounting policies disclosed.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal does not need to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(VII) deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
In the audit work in 2021, Zhonghua Certified Public Accountants (special general partnership) adhered to the principle of independent audit, conscientiously performed its audit duties, and issued various professional reports with objective and fair contents, based on a rigorous, realistic, objective and fair working attitude and in strict accordance with the auditing standards for Chinese certified public accountants. In order to maintain the continuity of the audit work, with the approval and recommendation of the audit committee of the company, the company plans to appoint Zhonghua Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2022. For details, see the company’s cninfo.com (www.cn. Info. Com. Cn.) on the information disclosure website of the Venture Board designated by the CSRC on April 28, 2022 Announcement on reappointment of audit institutions in 2022.
Independent directors have expressed their prior approval opinions and independent opinions on the proposal.
Voting result of this proposal: 5 in favor, 0 against and 1 abstention.
Ms. Liu Tao, the director, abstained. Reasons for abstaining: Based on the fact that Zhonghua Certified Public Accountants (special general partnership) has served for the company for many years, there was provision for impairment of large assets and write off of assets in 2021, and there was correction of accounting errors in the early stage; I have doubts about this motion.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(VIII) deliberated and passed the proposal on the company’s 2021 annual social responsibility report
For details of this proposal, please refer to cninfo.com.cn, the gem information disclosure website designated by China Securities Regulatory Commission on April 28, 2022 The 2021 annual social responsibility report published by. Voting results: 6 in favor, 0 against and 0 abstention.
This proposal does not need to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(IX) deliberated and passed the proposal on the company’s self-evaluation report on internal control in 2021
For details of this proposal, please refer to cninfo.com.cn, the gem information disclosure website designated by China Securities Regulatory Commission on April 28, 2022 Self evaluation report on internal control in 2021 published.
The independent directors of the company expressed independent opinions on this proposal.
Voting results: 5 in favor, 0 against and 1 abstention.
Director Ms. Liu Tao abstained. Reason for abstaining: she has no objection to the content of the company’s 2021 internal control self-evaluation report, but has doubts about the effectiveness of internal control.
This proposal does not need to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(x) the proposal on the annual remuneration of the company’s directors and senior managers in 2022 was deliberated and adopted. The Fourth Board of directors of the company is composed of 7 directors, including 3 independent directors. Directors who serve in shareholder units do not receive remuneration for their positions as directors; Directors who participate in the operation of the enterprise shall receive corresponding remuneration according to their specific employment in the company, and no longer receive the remuneration of directors. The remuneration of independent directors of the Fourth Board of directors will be formulated according to the remuneration level of the company’s industry and scale and in combination with the actual operation of the company.
The senior managers of the company are Mr. Wang Xian and Ms. Yu Xiuli, who respectively serve as the general manager, Secretary of the board of directors and chief financial officer of the company. The salary of senior managers in 2022 is divided into basic annual salary and performance annual salary. The basic salary is received according to the current administrative position, and the performance annual salary is an assessment method based on the completion of the company’s business indicators and the combination of performance objectives and code of conduct.
The independent directors of the company expressed independent opinions on the remuneration of directors and senior managers in this proposal. For details, please refer to the company’s website (www.cn. Info. Com. CN.) on April 28, 2022 Relevant announcements of disclosure.
Voting results: 6 in favor, 0 against and 0 abstention.
The remuneration of directors in this proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（11） The proposal on the company’s provision for asset impairment and write off of assets in 2021 was reviewed and approved
For details of this proposal, please refer to cninfo.com.cn, the gem information disclosure website designated by China Securities Regulatory Commission on April 28, 2022 Announcement on the provision for impairment of assets and write off of assets in 2021.
The independent directors of the company expressed independent opinions on this proposal.
Voting results: 4 in favor, 0 against and 2 abstentions.
Ms. Liu Tao, director, abstained. Reason for abstaining: because the company’s business rules have not changed substantially, and the amount of asset impairment provision and write off assets in 2021 is too large to judge its rationality.
Mr. Li Jianyong, director, abstained. Reason for abstaining: the amount of provision for asset impairment and write off of assets in 2021 is large, which can not be judged in a short time after receiving the financial report, and further details need to be provided.
This proposal does not need to be submitted to the 2021 annual general meeting of shareholders for deliberation.
（12） Deliberated and passed the proposal on correction and retroactive adjustment of accounting errors in the previous period
For details of this proposal, please refer to cninfo.com.cn, the gem information disclosure website designated by China Securities Regulatory Commission on April 28, 2022 Announcement on correction and retroactive adjustment of accounting errors in the previous period.
The independent directors of the company expressed independent opinions on this proposal.
Voting results: 5 in favor, 0 against and 1 abstention.
Ms. Liu Tao, the director, abstained. Reasons for abstaining: the reasons for the correction of accounting errors include that the Dongying project in the previous year was recognized as a BOT project without franchise right, which was questioned.
This proposal does not need to be submitted to the 2021 annual general meeting of shareholders for deliberation.
（13） Deliberated and passed the proposal on convening the 2021 annual general meeting of shareholders
The company will hold the 2021 annual general meeting of shareholders on May 18, 2022. For details, please refer to cninfo (www.cn. Info. Com. CN.) on the gem information disclosure website designated by the CSRC on April 28, 2022 Relevant announcements published.
Voting results: 6 in favor, 0 against and 0 abstention.
3、 Bei chawen
