Shanghai Dazhong Public Utilities : DZUG Held the 21st Meeting of the Eleventh Session of Board of Directors and the Eighteenth Session of Board of Supervisors

DZUG Held the 21st Meeting of the Eleventh Session of Board of Directors and the Eighteenth Session of Board of Supervisors

The 21st meeting of the eleventh session of Board of Directors of DZUG was held on-site on March 30, 2023. The meeting was chaired by Mr. Yang Guoping, Chairman of the Board of Directors. All supervisors and senior managers attended the meeting. After earnestly study and discussion, the directors at the meeting passed the following resolutions:
(1) Work report of the Board of Directors for the year 2022;
(2) Operation Work Report for the Year 2022;
(3) Work Report of Independent Non-executive Directors for the Year 2022;
(4) Final Financial Report for the Year 2022 and the Financial Budget Report for the Year 2023 of the Company;
(5) Profit Distribution Proposal of the Company for the Year 2022;
(6) Full Text and Abstract of 2022 Annual Report;
(7) Internal Control Self-assessment Report of the Company for the Year 2022;
(8) Duty Fulfillment Report of Audit Committee of the Board of Directors for the Year 2022;
(9) Annual Social Responsibility Report of the Company for the Year 2022;
(10) Environmental, Social and Governance (ESG) Report of the Company for the Year 2022;
(11) Resolution on Estimated Ongoing Ordinary Related-party Transactions of the Company for the Year 2023;
(12) Resolution on Application for Comprehensive Bank Credit Facilities of the Company for the Year 2023;
(13) Resolution on the Provision of Guarantee by the Company for Controlled Subsidiaries with respect to External Financing for the Year 2023;
(14) Resolution on the Use of Idle Fund for Cash Management of the Company;
(15) Resolution on the Re-appointment of Domestic Audit Firm and Internal Control Audit Firm of the Company for the Year 2023;
(16) Resolution on the Re-appointment of Overseas Audit Firm of the Company for the Year 2023;
(17) Resolution on Change to Accounting Policies for the Year 2022;
(18) Resolution on Accrual of Asset Impairment Provision and Asset Write-off of the Company for the Year 2022;
(19) Resolution on Issuance of Corporate Bonds and Overseas Bonds;
(20) Resolution on Registration and Issuance of Super Short-term Commercial Papers and Short-term Commercial Papers by the Company;
(21) Resolution on Registration and Issuance of Medium-term Notes by the Company;
(22) Resolution on General Election of the Board of Directors of the Company;
(23) Resolution on Holding the Annual General Meeting of the Company for the Year 2022;
(24) Resolution on the principal authorizer change of the ESS of the Stock Exchange.

In addition, the Board of Directors also confirmed the 17th meeting of eleventh session of the Audit Committee of the Board, the third meeting of the eleventh session of Remuneration and Appraisal Committee of the Board, the fourth meeting of the eleventh session of Nomination Committee of the Board, and the third meeting of the eleventh session of Strategic Development Committee of the Board. Jiayuan (Hong Kong) Law Firm had been invited to provide training on the listing rules of the Hong Kong Stock Exchange for directors, supervisors, and senior managers.

In 2022, domestic and overseas environments were complicated and volatile, and domestic economy was under the pressure of economic downturn due to impacts of many factors beyond expectations such as Russia-Ukraine war and conflict, the game in China-US relations and repeated pandemic outbreaks at home. Faced with tremendous difficulties and challenges, the board of directors and the management of the Company led all employees to rise to the occasion, keep progressing steadily, make overall planning for pandemic containment and business development and continuously drive the sustainable development of the Company steadily and firmly, all upholding the development strategy of "equal focus on public utilities and financial venture capital investment".

In terms of the main operating indicators, the annual profit of most public utility entities in 2022 was remained stable compared with the same period of last year. However, affected by the fluctuations of the capital market, the decrease of the stock positions caused a negative impact on the profit.

The profit distribution proposal of the company for the year 2022: with the total share capital of 2,952,434,675 shares at the end of 2022 as the base, it is proposed to distribute cash dividends of RMB0.30 (tax inclusive) per 10 shares. The proposal must be submitted to the 2022 annual general meeting for approval before it can be implemented.

As the tenure of the 11th board of directors of the Company has expired, a general election of the board of directors shall be conducted according to the Company Law and the Articles of Association. According to provisions of the Articles of Association and the Working Rules for Nomination Committee of the Board of Director regarding nomination of director candidates, Mr. Yang Guoping, Mr. Liang Jiawei and Mr. Wang Baoping are nominated as candidates for executive director of the 12th board of directors of the Company; Mr. Shi Pingyang and Mr. Jin Yongsheng as candidates for non-executive director of the 12th board of directors of the Company; Mr. Jiang Guofang, Ms. Li Yingqi, Mr. Liu Feng and Mr. Yang Ping are nominated as candidates for independent non-executive director of the 12th board of directors of the Company. The aforesaid director candidates will be submitted to voting at the 2022 AGM of the Company.

On the same day, the 18th meeting of the 11th Supervisory Committee took place on site, all supervisors and senior managers attended the meeting, which deliberated and approved fourteen resolutions.

After three years of hard work, the present Supervisory Committee is about to retire. According to laws and regulations and normative documents such as Company Law and the Self-discipline Regulatory Guideline No. 1 of Shanghai Stock Exchange for Companies Listed on the Main Board-Normative Operation, and the relevant provisions of the Articles of Association, the Company will conduct general election of the Supervisory Committee according to relevant legal procedures. The Supervisory Committee agrees to nominate Ms. Zhao Siyuan and Ms. Li Ping as supervisor candidates for the 12th Supervisory Committee of the Company, whose identities are required to be submitted to the 2022 AGM of the Company for deliberation. Moreover, Mr. Cao Jing has been elected by the Company's employee congress as supervisor in the capacity of employee representative.