Securities code: 300261 securities abbreviation: Aba Chemicals Corporation(300261) Announcement No.: 2022-009 Aba Chemicals Corporation(300261)
Announcement on the resolution of the 25th 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.
The 25th meeting of the Fourth Board of directors of Aba Chemicals Corporation(300261) (hereinafter referred to as “the company”) was held in the company’s conference room at 16:00 p.m. on February 10, 2022. The meeting notice was delivered to all directors and supervisors by hand and email on January 29, 2022. Nine directors should attend the meeting and nine actually attended the meeting. Supervisors and other senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the relevant provisions of the company law and the articles of association.
The meeting was voted by open ballot. After full discussion and deliberation by the directors present, the following resolutions were adopted at the meeting:
1. The proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the Fifth Board of directors was deliberated and adopted
The term of office of the Fourth Board of directors of the company will expire on March 1, 2022. In accordance with the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other laws and regulations, normative documents and the relevant provisions of the company’s charter, the nomination committee of the board of directors will conduct qualification examination, The board of directors of the company nominated Mr. Cai Tong, Ms. Wang Zhuoying, Mr. Mao Haifeng, Mr. Ma Lifan, Mr. Liu Wei and Mr. Li Hang as candidates for non independent directors of the Fifth Board of directors of the company, with a term of office of three years from the date of deliberation and approval by the general meeting of shareholders of the company.
The independent directors of the company expressed independent opinions on the matter. In order to ensure the normal operation of the board of directors, before the new board of directors takes office, the original directors will still earnestly perform their duties as directors in accordance with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association, and shall not commit any acts detrimental to the interests of the company and shareholders.
The proposal adopts the method of voting item by item for the nomination of each candidate. The specific voting results are as follows:
(1) Nominate Mr. Cai Tong as a candidate for non independent director of the 5th board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
(2) Nominate Ms. Wang Zhuoying as a candidate for non independent director of the 5th board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
(3) Nominate Mr. Mao Haifeng as a candidate for non independent director of the 5th board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
(4) Nominate Mr. Ma Lifan as a candidate for non independent director of the 5th board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
(5) Nominate Mr. Liu Wei as a candidate for non independent director of the 5th board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
(6) Nominate Mr. Li Hang as a candidate for non independent director of the 5th board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting system shall be adopted to vote on each candidate separately.
2. The proposal on the general election of the board of directors and the nomination of candidates for independent directors of the Fifth Board of directors was deliberated and adopted
The term of office of the Fourth Board of directors of the company will expire on March 1, 2022. In accordance with the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other laws and regulations, normative documents and the relevant provisions of the company’s charter, the nomination committee of the board of directors will conduct qualification examination, The board of directors of the company nominated Mr. Zhang Jun, Mr. Yan Jia and Ms. Rao Yanchao as candidates for independent directors of the Fifth Board of directors of the company, with a term of office of three years from the date of deliberation and approval by the general meeting of shareholders of the company.
The candidates for independent directors of the company have obtained the qualification certificate of independent directors, and the candidates for independent directors need to be reported to Shenzhen stock exchange for filing and review. Only after there is no objection can they be submitted to the general meeting of shareholders of the company for deliberation.
The proposal adopts the method of voting item by item for the nomination of each candidate. The specific voting results are as follows:
1. Nominate Mr. Zhang Jun as the candidate for independent director of the 5th board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
2. Nominate Mr. Yan Jia as the candidate for independent director of the 5th board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
3. Nominate Ms. Rao Yanchao as the candidate for independent director of the 5th board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting system shall be adopted to vote on each candidate separately.
3. The proposal on the company and its subsidiaries applying to the bank for comprehensive credit in 2022 was reviewed and approved
In order to meet the needs of business development, the company and its subsidiaries intend to apply to the bank for a comprehensive credit line of no more than RMB 300 million in 2022 (including a credit line of no more than RMB 500 million from Bank Of China Limited(601988) Taicang branch), within which the company and its subsidiaries will borrow and lend according to the actual capital needs. In order to facilitate the smooth progress of the company and its subsidiaries’ application for credit line from the bank in 2022, it is hereby requested that the board of directors of the company authorize Mr. Cai Tong, chairman and general manager, to deal with all matters related to the above application for credit line, and all legal and economic responsibilities arising therefrom shall be borne by the company. The authorization resolution shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. The above amount can be recycled within the validity period without the need for the company to issue a separate resolution.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 votes in favor; No negative vote; There were no abstentions.
4. The proposal on the company providing guarantee for subsidiaries and mutual guarantee of subsidiaries was deliberated and adopted
In order to meet the needs of the operation and development of the company and its subsidiaries, it is agreed to provide guarantees for the subsidiaries Shanghai Aba Chemicals Corporation(300261) Co., Ltd., Nantong Aba Chemicals Corporation(300261) Co., Ltd., Jiangsu Jiannong plant protection Co., Ltd., Shanghai Puyi Chemical Technology Co., Ltd., amino chemicals limited, Henan Erwang new energy environment Co., Ltd. and YABEN (Shaoxing) Pharmaceutical Co., Ltd; At the same time, it is agreed to provide mutual guarantee between subsidiaries. See the announcement on the gem information disclosure website designated by the CSRC for details.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 votes in favor; No negative vote; There were no abstentions.
5. The proposal on the prediction of daily connected transactions in 2022 was deliberated and adopted
In order to standardize the transactions between the company and related parties and effectively safeguard the rights and interests of the company and shareholders, the company has reasonably predicted the related party transactions between the company and its subsidiaries and Xiangyang Yuchang Fine Chemical Co., Ltd. and Fuxin fulongbao Pharmaceutical Technology Co., Ltd. in 2022 in accordance with the principles of openness, fairness and impartiality.
The daily related party transactions between the company and the company are based on the market principles of equality and mutual benefit, compensation for equal value, fairness and fairness, and the rights and obligations of both parties are determined at fair and reasonable prices and trading conditions, without any behavior damaging the interests of the company and all shareholders. Agree to the company’s daily related party transactions in 2022. See the announcement on the gem information disclosure website designated by the CSRC for details.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 votes in favor; No negative vote; There were no abstentions.
6. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
It is agreed to hold the first extraordinary general meeting of shareholders in 2022 on March 1, 2022. For details, see the notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed on the website formulated by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Aba Chemicals Corporation(300261) board of directors
February 12, 2002
