Stock Code: 603759 Stock Abbreviation: Haitian Announcement No.: 2022-042
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content.
Important content reminder:
● Date of shareholders meeting: July 1, 2022
● Online voting system adopted in this shareholders’ meeting: Shanghai Stock Exchange’s online voting system for shareholders’ meeting
1. Basic information on convening the meeting
(1) Types and Sessions of General Meetings of Shareholders
First Extraordinary General Meeting of Shareholders in 2022
(2) Convenor of the general meeting of shareholders: the board of directors
(3) Voting method: The voting method adopted in this general meeting is a combination of on-site voting and online voting.
(4) Date, time and place of the on-site meeting
Date and time of holding: July 1, 2022 15:00
Venue: Conference Room on the 5th Floor of the Company, No. 506, South Section of Hupan Road, Tianfu New District, Sichuan Province
(5) The system, start and end date and voting time of online voting.
Online voting system: Shanghai Stock Exchange online voting system for general meeting of shareholders
Online voting starts and ends: from July 1, 2022
Until July 1, 2022
Using the online voting system of the Shanghai Stock Exchange, the voting time through the voting platform of the trading system is the trading time period on the day when the general meeting of shareholders is held, namely 9:15-9:25, 9:30-11:30, 13:00-15: 00; the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
(VI) Margin financing and securities lending, refinancing, agreed repurchase business account and voting procedures for investors of Shanghai Stock Connect
Involving margin financing and securities lending, refinancing business, accounts related to agreed repurchase business, and voting by investors of Shanghai Stock Connect shall be implemented in accordance with the relevant provisions of the “Guidelines for the Self-Regulation of Listed Companies on the Shanghai Stock Exchange No. 1 – Standardized Operation” and other relevant regulations.
(VII) Involving the public solicitation of shareholders’ voting rights
none
2. Matters to be considered at the meeting
Proposals to be considered at this general meeting and types of voting shareholders
1. Time and media of disclosure of each proposal
The above proposal was reviewed and approved by the 33rd meeting of the third board of directors and the 25th meeting of the third board of supervisors. For details, please refer to the China Securities Journal and Shanghai Securities News on June 16, 2022. Relevant announcements in Securities Times, Securities Daily and the website of the Shanghai Stock Exchange (www.sse.com.cn).
2. Proposals for special resolutions: none
3. Proposal for separate counting of votes for small and medium investors: Proposal 1
4. Proposals involving the withdrawal of related shareholders from voting: none
Names of affiliated shareholders who should abstain from voting: none
5. Proposals involving voting by preference shareholders: none
3. Notes on voting at the general meeting of shareholders
(1) If the shareholders of the company exercise their voting rights through the online voting system of the Shanghai Stock Exchange’s general meeting, they can either log on to the voting platform of the trading system (through the designated trading terminal of securities companies) to vote, or log on to the Internet voting platform (website: vote .sseinfo.com) to vote. For the first time to log in to the Internet voting platform to vote, investors need to complete the shareholder identity certification. For specific operations, please refer to the instructions on the website of the Internet voting platform.
(2) Shareholders can exercise their voting rights through the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange. If they have multiple shareholder accounts, they can use any shareholder account that holds the company’s stock to participate in the online voting. After voting, it is deemed that all common shares of the same class or preferred shares of the same variety under all shareholder accounts have voted for the same opinion.
(3) Where the same voting right is repeatedly voted on-site, on the Exchange’s online voting platform or by other means, the result of the first voting shall prevail.
(4) Shareholders must vote on all proposals before submitting them.
4. Participants of the meeting
(1) Shareholders of the company who are registered with the Shanghai Branch of China Securities Depository and Clearing Corporation Limited after the market closes on the equity registration day have the right to attend the general meeting of shareholders (see the table below for details), and may entrust proxies in writing to attend the meeting and attend the meeting. vote. The agent does not have to be a shareholder of the company.
(2) Directors, supervisors and senior management of the company.
(3) Lawyers hired by the company.
(4) Other personnel
V. Conference Registration Method
(1) Registration time: June 30, 2022
(2) Place of registration: Securities Department, 4th Floor, No. 506, South Section of Hupan Road, Tianfu New District, Sichuan Province
(3) Registration method:
Shareholders who intend to attend the meeting should handle the meeting on-site at the above time and place with relevant supporting documents. Shareholders in different places can register by letter, which must be delivered before 4:00 pm on June 30, 2022, the time of arrival at the company. Please indicate the shareholder’s name, shareholder account, contact address, contact Telephone and the words “Shareholders’ Meeting”.
1. If natural person shareholders attend the meeting in person, they should present their original ID cards and original stock account cards (if any) for registration; if they entrust a proxy to attend the meeting, they should present their original stock account cards (if any) and ID cards. Copies, original power of attorney (please refer to Annex 1 for the format of power of attorney) and the original copy of the trustee’s ID card for registration;
2. If the legal representative of the legal person shareholder attends the meeting in person, the original ID card, a copy of the business license with the legal person seal, and the original stock account card (if any) should be presented for registration; If a person attends the meeting, the agent shall present his original ID card, a copy of the business license stamped with the legal person’s seal, the legal representative certificate, the original stock account card (if any), and the power of attorney issued by the legal representative according to law ( affixed with the official seal) to go through the registration procedures;
3. The company does not accept telephone registration.
6. Other matters
(1) Shareholders or proxies attending the meeting shall be responsible for their own transportation, board and lodging expenses;
(2) Shareholders participating in the meeting should arrive at the meeting site half an hour in advance with the original documents in the above-mentioned registration materials for sign-in.
(3) Conference contact information
Address: No. 506, South Section, Hupan Road, Tianfu New District, Sichuan Province
Tel: 028-89115006
Contact: Zhang Wei
Special announcement.
Board of Directors of Haitian Water Group Co., Ltd.
June 16, 2022
Attachment 1: Power of Attorney
Power of Attorney
Haitian Water Group Co., Ltd.:
I hereby entrust Mr. (Ms.) to represent the unit (or myself) to attend the first extraordinary general meeting of shareholders in 2022 of your company to be held on July 1, 2022, and to exercise voting rights on your behalf.
The number of ordinary shares held by the principal:
Number of preferred shares held by the client:
Principal shareholder account number:
Principal’s signature (seal): Trustee’s signature:
ID number of the principal: ID number of the trustee:
Commission Date: Year Month Day
Remark:
The client should choose one of the intentions of “agree”, “objection” or “abstention” in the power of attorney and tick “√”. If the client has not given specific instructions in this power of attorney, the trustee has the right to follow his own instructions. Willingness to vote.
Stock Code: 603759 Stock Abbreviation: Haitian Announcement No.: 2022-040
Haitian Water Group Co., Ltd.
Announcement on Resolutions of the Twenty-fifth Meeting of the Third Board of Supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of the content.
The 25th meeting of the 3rd Supervisory Committee of Haitian Water Group Co., Ltd. (hereinafter referred to as the “Company”) will be held in the form of communication at 14:00 on June 14, 2022, and the meeting notice will be sent by email on June 10, 2022 issue. The meeting was convened and presided over by Mr. Fei Zhaoxu, chairman of the board of supervisors. There were 3 supervisors who were supposed to be present, and 3 were actually present. The convening and convening procedures of the meeting are in compliance with the relevant provisions of the “Company Law of the People’s Republic of China” and the “Articles of Association of Haitian Water Group Co., Ltd.”.
After voting, the following resolutions were formed:
Reviewed and approved the “Proposal on Changing Part of the Investment Projects of Raised Funds”
The voting results were: 3 votes in favor, 0 votes against, and 0 abstentions.
The company’s changes to some of the investment projects of the raised funds this time are in line with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange. There is no illegal use of the raised funds, and there is no disguised change in the use of the raised funds and damage to the interests of shareholders. The review procedure of this matter is legal and compliant, and the change plan is unanimously agreed, and the matter is agreed to be submitted to the general meeting of shareholders for deliberation.
Special announcement.
Board of Supervisors of Haitian Water Group Co., Ltd.
June 16, 2022
Stock Code: 603759 Stock Abbreviation: Haitian Co., Ltd. Announcement No.: 2022-041
Haitian Water Group Co., Ltd.
Announcement on changing part of the investment projects of raised funds
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content.
Important content reminder:
● Original project name: Pujiang County Sewage Treatment Plant and Supporting Pipe Network Construction Project
● The name of the new project and the total investment amount: the second-phase project of the Daxing Sewage Treatment Plant in Ya’an City, with an estimated investment amount of RMB 115.79 million
● Change in the amount of funds raised: RMB 115 million
● Expected time for new projects to be put into operation normally and to generate income: The planned construction period of newly raised investment projects is 12 months, and it is expected to be put into operation in 2023
1. Overview of changing the investment projects of raised funds
(1) Basic information on projects invested with raised funds
1. Approved by the China Securities Regulatory Commission “Approval for the Initial Public Offering of Shares by Haitian Water Group Co., Ltd.” (licensed by the China Securities Regulatory Commission)[2021]22), the company publicly issued 78 million RMB ordinary shares (A shares) at an issue price of RMB 11.21 per share, raising a total of RMB 874.38 million, after deducting various issuance expenses (tax excluded) of RMB 73.3675 million The actual net amount of funds raised was RMB 801,012,500. The above-mentioned raised funds have all been in place on March 23, 2021. ShineWing Certified Public Accountants (Special General Partnership) has verified the availability of funds for the company’s public offering of shares, and issued “XYZH/2021CDAA60012” “Capital Verification”. Report”. After the above-mentioned raised funds are received, they have been deposited in the special fund account of the raised investment project.
2. The company will hold the twenty-ninth meeting of the third board of directors and the twenty-first meeting of the third board of supervisors on April 11, 2022, and the 2021 annual general meeting on May 6, 2022, to be reviewed separately. The “Proposal on Closing Part of the Company’s Raised Investment Projects and Permanently Supplementing Working Capital with the Surplus Raised Funds” was passed. In view of the fact that the company’s initial public offering of shares to raise investment project “Cuiping District Xiangbi Town Sewage Treatment Plant and Supporting Pipe Network Project (Phase I)” has entered commercial operation, the company agrees to close the project and deduct the investment amount of the raised funds from the accumulated amount. The balance of RMB 52,334,500 (including interest income of RMB 66,600) after using the raised funds and subsequent payables will be used to permanently supplement working capital. For details, please refer to the “Haitian Co., Ltd. on the closing of some of the company’s fundraising projects and the permanent supplement of the working capital with the surplus funds raised by the company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on April 12, 2022. Announcement” (Announcement No.: 2022-017).
As of May 31, 2022, the use of funds raised by the company’s initial public offering of stocks is as follows:
Unit: ten thousand yuan
Note: 1. The raised funds invested in the Xiangbi Town Sewage Treatment Plant and Supporting Pipe Network Project (Phase I) in Cuiping District do not include the follow-up payables of RMB 16.3476 million (tentative), and the specific payable amount shall be subject to the completion of the government audit according to the contract to be determined later.
2. The above amount of raised funds invested does not include bank deposit interest income and income from wealth management products generated during the deposit period of raised funds.
(2) Information on the proposed change in the investment projects of the raised funds
In order to improve the use efficiency of the raised funds and the return on investment of the raised funds, according to the actual situation of the raised funds investment projects, the company plans to reduce the raised funds investment amount of the raised investment project “Pujiang County Sewage Treatment Plant and Supporting Pipe Network Construction Project” by RMB 115,000,000. All of them will be used for the newly raised investment project “Ya’an Daxing Sewage Treatment Plant Phase II Project”. The main body of the project is the company’s wholly-owned subsidiary Ya’an Haitian Water Co., Ltd. (hereinafter referred to as “Ya’an Haitian”).
The adjusted situation of the investment projects of the company’s raised funds this time is as follows:
Unit: ten thousand yuan
Note: 1. The difference between the investment amount of the above-mentioned fundraising projects and the funds to be raised will be settled by the company with its own funds or other financing methods. 2. The above amount of raised funds does not include interest income from bank deposits and income from wealth management products generated during the deposit period of the raised funds. The final amount of the raised funds to be invested is subject to the actual balance of the project account on the day of the actual carryover after deliberation and approval at the general meeting of shareholders.
If the adjusted raised funds are not enough to complete the follow-up construction of the newly raised investment projects, Ya’an Haitian will use its own funds or other financing methods to solve the insufficiency.
The change in the investment projects of the raised funds does not constitute a connected transaction, nor does it constitute a major asset reorganization. The raised funds are still invested in the company’s main business, and there is no situation that contradicts the company’s main business development.
(3) Deliberation of the project to be changed with the raised funds
The company held the 33rd meeting of the 3rd Board of Directors and the 25th meeting of the 3rd Board of Supervisors on June 14, 2022 to review and approve the “Proposal on Changing Part of the Investment Projects of Raised Funds”, which still needs to be submitted to shareholders Assembly consideration.
2. Specific reasons for changing the investment projects of raised funds
(1) Planned investment and actual investment of the original project
The company’s fundraising project “Pujiang County Sewage Treatment Plant and Supporting Pipe Network Construction Project” has passed the thirteenth meeting of the second board of directors held on April 4, 2019, and the second temporary meeting in 2019 held on April 19, 2019. It was reviewed and approved by the general meeting of shareholders and approved by Pujiang County Development and Reform Bureau. The project owner is Pujiang Dahai Affairs Co., Ltd. The construction of Pujiang County Sewage Treatment Plant and its supporting pipe network includes the second-phase project of Pujiang County Sewage Treatment Plant and the rain and sewage pipe network project, with a total investment of RMB 870.3519 million, and the original plan to use raised funds of RMB 580 million.
As of May 31, 2022, the company has used raised funds of 86.7225 million yuan (including self-raised funds that have been pre-invested in the Pujiang project in the early stage of replacement), of which: the second-phase project of Pujiang County Sewage Treatment Plant was put into commercial operation in September 2020 ; The rain and sewage pipe network project is under construction. After the project is changed, the company will continue to invest RMB 378,277,500 of the raised funds for the construction of “Pujiang County Sewage Treatment Plant and Supporting Pipe Network Construction Project”.
(2) The specific reasons for the change
In the second-phase project of Pujiang County Sewage Treatment Plant, the rain and sewage pipe network project includes 9 sub-projects including Daxing Town, Chaoyanghu Town, and Chengjia Town in Pujiang County. The construction start order of these sub-projects was obtained during the period, and the construction was completed within 3 years as agreed, and the construction period was relatively long. In order to improve the use efficiency of raised funds and the return on investment of raised funds, the company plans to reduce the investment amount of raised funds for the original raised investment project “Pujiang County Sewage Treatment Plant and Supporting Pipe Network Construction Project”, and use it for the construction of the new raised investment project “Ya’an Daxing” Sewage Treatment Plant Phase II Project”.
(3) Situation of capital increase in subsidiaries and borrowing to implement fundraising projects
The company intends to use the raised funds of RMB 115,000,000 from this change for the construction of the “Ya’an Daxing Sewage Treatment Plant Phase II Project”. The main body of the project is Ya’an Haitian, of which: RMB 34,500,000 will be invested in Ya’an Haitian by way of capital increase, and the loan will be borrowed. Invested RMB 80.50 million in Ya’an Haitian. After the capital increase was completed, the registered capital of Ya’an Haitian was changed from RMB 10 million to RMB 44.500 million.
3. Description of the newly raised investment projects
(1) Basic information of the project and investment plan
1. Basic information of the project
Project Name: Phase II Project of Ya’an Daxing Sewage Treatment Plant
Implementer: Ya’an Haitian Water Co., Ltd.
Project Location: Daxing Town, Ya’an City
The basic situation of the project: the second-phase expansion scale of the second-phase project of the Daxing Sewage Treatment Plant in Ya’an City is 24,000 m3/d (some buildings and structures are 30,000 m3/d), the total variation coefficient Kz=1.47, and the effluent standard implements the “Urban Sewage Treatment Plant” Pollutant Emission Standard (GB18918-2002) Class A Standard.
Project nature: expansion
2. Project investment plan
The total investment of the project is 115.7900 million yuan, of which: construction investment is 112.8784 million yuan, the specific composition is as follows:
(2) Analysis of the necessity of the project
1. The construction of this project is to solve the current needs of sewage treatment in Daxing area of Ya’an City. According to the on-site investigation, the Daxing area of Ya’an City has developed rapidly, the amount of sewage entering the plant has gradually increased, and the sewage plant has been operating at full capacity during the peak period. With the urban development in the Daxing area of Ya’an City, the sewage collection pipe network has been gradually improved, and the existing sewage treatment plant can no longer meet the demand, and the expansion project of the sewage treatment plant is imminent. At the same time, according to the “Ya’an City Master Plan (2013-2030)”, the total scale of the Daxing Sewage Treatment Plant is planned to reach 40,000 m3/d in 2030. Therefore, the second-phase project of the Ya’an Daxing Sewage Treatment Plant is also gradually implementing the sewage engineering plan. requirements.
2. The construction of this project is to protect the water environment of the Minjiang River. Yucheng District of Ya’an City belongs to the general control area of the Minjiang River Basin. The effluent and receiving water body of Daxing Sewage Treatment Plant is the Qingyi River, a tributary of the Minjiang River. This expansion project will help reduce the damage to the Minjiang River and protect the water environment of the Qingyi River and even the Minjiang River Basin. have an important role.
3. This project is a specific project to implement the requirements of the relevant documents of the Sichuan Provincial Department of Environmental Protection. In order to implement the “Environmental Protection Law of the People’s Republic of China”, “Law of the People’s Republic of China on the Prevention and Control of Water Pollution”, “Water Pollution Prevention and Control Action Plan” and “Sichuan Province Environmental Protection Regulations” and other laws and regulations, strengthen the monitoring of water pollutants in the Minjiang and Tuojiang river basins of Sichuan Province. To supervise and manage the discharge, reduce the discharge of pollutants, and further improve the water environment quality of the Minjiang River and Tuojiang River Basin, the Sichuan Provincial Department of Environmental Protection issued the “Sichuan Province Minjiang River and Tuojiang River Basin Water Pollutant Discharge Standard”. “General Control Area”. In this region, it is of great significance to improve sewage treatment measures and reduce the discharge of pollutants in the Minjiang River.
(3) Analysis of economic benefits of the project
According to the predicted realization of the project’s operating income, costs and expenses, and the forecast of the project’s gross profit rate, it is estimated that the financial internal rate of return (after tax) of the total investment of the project is 8.23%, and the total investment payback period is 10.33 years (including the construction period). 1 year), can meet the basic requirements of the industry, and have a certain profitability.
4. Market prospects and risk warnings of new projects
(1) Market prospects of new projects
With the continuous development of Ya’an’s social economy and the continuous improvement of environmental protection policy requirements, the existing scale of urban sewage treatment can no longer meet the needs of local development. In February 2020, the Housing and Urban-Rural Development Bureau of Ya’an City issued the “Notice on Immediately Launching Projects to Improve the Quality and Efficiency of Sewage in the Main Urban Area of Ya’an City”, and the notice required “immediately start the second phase of the Ya’an City Sewage Treatment Plant Project”. Authorized by the Ya’an Municipal People’s Government, on November 23, 2021, Ya’an Water Supply and Drainage Co., Ltd. and Ya’an Haitian signed the “Supplementary Agreement to the Franchise Agreement for the Ya’an Daxing Sewage Treatment Plant Project”, stipulating that Ya’an Haitian is the Daxing sewage treatment in Ya’an City. The investment, construction and operator of the second-phase project of the plant.For details, please refer to the “Haitian Co., Ltd. on the signing of a wholly-owned subsidiary” disclosed by the company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on November 25, 2021<雅安市大兴污水处理厂项目特许经营协议之补充协议>Announcement” (Announcement No.: 2021-077).
Through full demonstration and careful feasibility analysis, the company plans to implement the second-phase project of Ya’an Daxing Sewage Treatment Plant as a new fund-raising project. After the completion of the project, it will help to strengthen the protection of the water environment of the Qingyi River and even the Minjiang River Basin, and it is of great significance to improve the sewage treatment measures in Ya’an City and reduce the discharge of pollutants in the Minjiang River.
(2) Risk warning
1. At present, the new crown epidemic in my country is still under the influence, and there are certain uncertain risks in the specific implementation of the project. The company will always pay attention to the impact of external factors and adjust the project construction process in a timely manner.
2. Project construction land risk
According to the “Ya’an Daxing Sewage Treatment Plant Project Franchise Agreement” and relevant supplementary agreements, the construction land of this project will be provided by Ya’an City Water Supply and Drainage Co., Ltd. to Ya’an Haitian for free use during the franchise period, and Ya’an City Water Supply and Drainage Co., Ltd. is responsible for The company is obliged to cooperate with Ya’an Haitian to go through the land use approval procedures to ensure that the land is state-owned construction land. At present, Ya’an Haitian has obtained the construction land planning permit, construction project planning permit and construction project construction permit for the project, but has not yet obtained the state-owned land use right certificate. While carrying out project construction, the company will actively coordinate with relevant units to improve relevant procedures to avoid adverse effects on the company.
V. Approval of new projects
The Ya’an Daxing Sewage Treatment Plant Phase II project has been approved by the Ya’an Development and Reform Commission and has been approved by the Ya’an Ecological Environment Bureau on the environmental impact report form.
6. Opinions of independent directors, board of supervisors, sponsors or independent financial advisers on changing the investment projects of raised funds
(1) Opinions of independent directors
The plan to change the investment projects of the raised funds is made based on the actual operation of the company, which is conducive to improving the efficiency of the use of raised funds, promoting the development of the company’s main business, and enhancing the company’s sustainable operation and profitability. It is in line with the company’s development strategy. There is a situation that damages the interests of shareholders. The company’s relevant decision-making procedures comply with the “Guidelines for the Supervision of Listed Companies No. 2 – Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies”, “Guidelines for the Self-discipline Supervision of Listed Companies on the Shanghai Stock Exchange No. 1 – Standardized Operation” and the company’s “Management System for Raised Funds”. “, unanimously agreed to this change plan, and agreed to submit the matter to the general meeting of shareholders for deliberation.
(2) Opinions of the Supervisory Committee
The company’s changes to some of the investment projects of the raised funds this time are in line with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange. There is no illegal use of the raised funds, and there is no disguised change in the use of the raised funds and damage to the interests of shareholders. The review procedure of this matter is legal and compliant, and the change plan is unanimously agreed, and the matter is agreed to be submitted to the general meeting of shareholders for deliberation.
(3) Verification Opinions of the Sponsor
After verification, the sponsor believes that: the company’s reduction of the proposed investment amount of some raised investment projects this time and all of them will be used for new raised investment projects has been reviewed and approved by the board of directors and the board of supervisors. The company’s shareholders meeting reviewed and approved, and performed the necessary internal decision-making procedures. This matter complies with the “Guidelines for the Self-Regulation of Listed Companies on the Shanghai Stock Exchange No. 1—Standardized Operation”, “Stock Listing Rules on the Shanghai Stock Exchange”, and “Guidelines for the Supervision of Listed Companies No. 2—Supervision Requirements for the Management and Use of Funds Raised by Listed Companies (2022 Amendment)” and other relevant regulations; the company’s changes to some of the raised fund projects this time meet the company’s strategic development needs, improve the use efficiency of raised funds, and do not harm the interests of the company and shareholders.
7. Matters concerning the change of the use of raised funds and the submission to the general meeting of shareholders for deliberation
Some of the investment projects with raised funds this time have to be submitted to the general meeting of shareholders for deliberation and approval before implementation.
Special announcement.
Haitian Water Group Co., Ltd.
Board of Directors
June 16, 2022