Securities code: 301127 securities abbreviation: Tianyuan environmental protection Announcement No.: 2022-004 Wuhan Tianyuan environmental protection Co., Ltd
Announcement of resolutions of the 8th meeting of the 5th 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
The notice of the 8th meeting of the 5th board of directors of Wuhan Tianyuan environmental protection Co., Ltd. (hereinafter referred to as “the company”) was sent to all directors of the company by telephone and e-mail on January 20, 2022. The meeting was held in the company’s conference room by on-site and communication on January 25, 2022, including Mr. Pang Xuexi, Mr. Liu Jian, Mr. Li Xianwang Mr. Huang Xinkui attended by means of communication. The meeting was convened and presided over by Mr. Huang Kaiming, chairman of the company. 9 directors should attend the meeting, 9 directors actually attended the meeting, and the company’s supervisors and other senior managers attended the meeting as nonvoting delegates.
The convening, convening and voting of this meeting comply with the company law of the people’s Republic of China and other laws, regulations, normative documents and the relevant provisions of the articles of association, and the meeting is legal and effective.
2、 Deliberations of the board meeting
1. The proposal on changing the total number of shares and registered capital of the company, amending the articles of association and handling the filing and registration of industrial and commercial changes was reviewed and approved
The company publicly issued 102.5 million RMB common shares (A shares) to the public with the approval of registration of initial public offering of Wuhan Tianyuan environmental protection Co., Ltd. (zjxk [2021] No. 3712) issued by China Securities Regulatory Commission. After the issuance, the registered capital of the company was changed from 307495800 yuan to 409995800 yuan, and the total shares of the company were changed from 307495800 shares to 409995800 shares. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies (revised in 2022) and other laws and regulations, and in combination with the actual situation of the company, The name of the articles of Association (Draft) of Wuhan Tianyuan environmental protection Co., Ltd. (hereinafter referred to as the “articles of Association (Draft)”) adopted by the company’s third extraordinary general meeting in 2020 is now changed to the articles of association of Wuhan Tianyuan environmental protection Co., Ltd. (hereinafter referred to as the “articles of association”), and the relevant provisions in the articles of association are modified accordingly. At the same time, the chairman of the company or his authorized person is authorized to handle the subsequent industrial and commercial change registration, filing and other related matters. The validity period of the authorization is from the date of deliberation and approval by the general meeting of shareholders to the date of completion of the relevant industrial and commercial change registration and the filing of the articles of association. The change and filing of the above industrial and commercial matters shall be subject to the final approval of the competent department of industrial and commercial registration.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on changing the total number of shares and registered capital of the company, amending the articles of association and handling the filing registration of industrial and commercial changes (Announcement No.: 2022-005) and the revised articles of association.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2. The proposal on using raised funds to replace self raised funds that have been invested in raised investment projects in advance and paid issuance expenses was deliberated and adopted
After deliberation, it is agreed that the company shall, in accordance with laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies According to the provisions of the normative documents and the relevant arrangements of the issuance application documents, the total amount of self raised funds invested in advance is RMB 68.7539 million by using the funds raised in this issuance, including RMB 63.8482 million by replacing the self raised funds invested in the projects raised in advance and RMB 4.9057 million (excluding tax).
The independent directors of the company have expressed their independent opinions on the matter; Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued Zhonghuan zhuanzi (2022) 011009 verification report on the pre investment of raised investment projects and paid issuance fees by Wuhan Tianyuan environmental protection Co., Ltd. with self raised funds; The sponsor Zhongtian Guofu Securities Co., Ltd. issued verification opinions on the matter.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on using raised funds to replace self raised funds that have been invested in raised investment projects in advance and paid issuance expenses (Announcement No.: 2022-006).
Voting results: 9 in favor, 0 against and 0 abstention.
3. The proposal on using some idle raised funds for cash management was deliberated and adopted
It is agreed that on the premise of ensuring the funds required by the company’s raised investment projects and ensuring the safety of the raised funds and the company’s normal production and operation activities, the temporarily idle raised funds with an amount not exceeding RMB 75 million (including this amount) are used to purchase with high safety, good liquidity Investment products (including but not limited to principal guaranteed financial products, structured deposits, agreed deposits, call deposits, time deposits, large certificates of deposit, etc.) with a principal guaranteed agreement and an investment period of no more than 12 months are effective within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company, and the funds within the above limit can be recycled and used within the validity period of the investment, When the cash management of temporarily idle raised funds expires, it will be returned to the special account for raised funds in time.
The independent directors of the company have expressed their independent opinions on the matter; The sponsor Zhongtian Guofu Securities Co., Ltd. issued verification opinions on the matter.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on using some idle raised funds for cash management (Announcement No.: 2022-007).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4. The proposal on using raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects was deliberated and adopted
In order to ensure the smooth implementation of the raised investment project, based on the actual needs of the construction of the raised investment project, it is agreed that the company will use the raised funds of RMB 179283700 to provide interest free loans to Yibin tianbai Sewage Treatment Engineering Construction Management Co., Ltd. (hereinafter referred to as “Yibin tianbai”) to implement the “Yibin Cuiping tianbai sewage treatment plant (phase III) construction project”.
The company’s use of the raised funds to provide interest free loans to Yibin tianbai, a wholly-owned subsidiary, is to meet the implementation needs of the raised investment project, help promote the construction and development of the raised investment project, comply with the use plan and arrangement of the raised funds, and there is no disguised change in the investment direction of the raised funds and damage to the interests of the company and shareholders, which is in line with the company’s strategic development and long-term planning.
The independent directors of the company have expressed their independent opinions on the matter; The sponsor Zhongtian Guofu Securities Co., Ltd. issued verification opinions on the matter.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on using raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects (Announcement No.: 2022-008).
Voting results: 9 in favor, 0 against and 0 abstention.
5. The proposal on establishing the registration and management system for insiders of inside information of Wuhan Tianyuan environmental protection Co., Ltd. was deliberated and adopted
In accordance with the relevant supporting regulations and normative documents issued by the China Securities Regulatory Commission and Shenzhen Stock Exchange on the gem, the board of directors of the company formulated the registration and management system for insiders of Wuhan Tianyuan environmental protection Co., Ltd.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Registration and management system for insiders of inside information disclosed on the (January 2022).
Voting results: 9 in favor, 0 against and 0 abstention.
6. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
After deliberation, it is agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting at 14:00 on February 15, 2022.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-009).
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 8th meeting of the 5th board of directors of Wuhan Tianyuan environmental protection Co., Ltd;
2. Independent opinions of independent directors of Wuhan Tianyuan environmental protection Co., Ltd. on matters related to the eighth meeting of the Fifth Board of directors.
It is hereby announced.
Board of directors of Wuhan Tianyuan environmental protection Co., Ltd
January 26, 2022
