Securities code: 002785 securities abbreviation: Xiamen Wanli Stone Stock Co.Ltd(002785) Announcement No.: 2022-006 Xiamen Wanli Stone Stock Co.Ltd(002785)
Announcement of resolutions of the 26th meeting of the 4th 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 26th meeting of the 4th board of directors of Xiamen Wanli Stone Stock Co.Ltd(002785) (hereinafter referred to as “the company”) issued a meeting notice by mail and communication on January 30, 2022, and held an interim meeting by on-site combined with communication in the conference room of the company on the 8th floor, Hongye Building, No. 201 Hubin North Road, Siming District, Xiamen on February 11, 2022. There were 6 directors who should vote at the meeting and 6 directors who actually voted. The meeting was presided over by the chairman, Mr. Hu Jingpei, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of the meeting complied with the relevant provisions of the company law and the articles of association, and the resolutions made were legal and effective. After voting, the proposals considered and adopted at the meeting are as follows:
2、 Deliberations of the board meeting
1. Deliberated and passed the proposal on the prediction of the company’s daily connected transactions in 2022;
According to the needs of daily production and operation in 2022, the company signed the product procurement framework agreement with Xiamen Dongfang Wanli raw stone Co., Ltd., a joint-stock company of the company. It is estimated that the total amount of daily related party transactions will not exceed 30 million yuan, Signed the business cooperation framework agreement with Xiamen stone Commodity Operation Center Co., Ltd. (hereinafter referred to as “stone Commodity Operation Center”), a joint-stock company of the company, and the total amount of daily connected transactions is expected to be no more than 50 million yuan.
In view of the fact that Mr. Hu Jingpei, the chairman of the company, is the director of the stone Commodity Operation Center, Mr. Hu Jingpei, the chairman of the company, and Mr. Zou Peng, the director, are the directors of Xiamen Dongfang Wanli raw stone Co., Ltd., and Ms. Zhang Zhenwen, the vice president of the company, is the legal representative and manager of Xiamen Dongfang Wanli raw stone Co., Ltd., which constitutes the related relationship specified in 6.3.3 of the stock listing rules. Mr. Hu Jingpei and Mr. Zou Peng, the related directors of this proposal, abstained from voting.
Please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com for details of the announcement on the prediction of the company’s daily connected transactions in 2022（ http://www.cn.info.com.cn. ）。
The independent directors of cninfo.com have expressed their opinions on the company in advance. Please refer to cninfo.com for details（ http://www.cn.info.com.cn. ）。
The proposal needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 4 in favor, 0 against, 0 abstention and 2 avoidance.
2. Deliberated and passed the proposal on the application of the company and its subsidiaries for credit line to financial institutions;
In order to ensure the smooth development of the business of the company and its subsidiaries, the company plans to apply to financial institutions for a credit line of no more than 534.48 million yuan, and authorize Mr. Hu Jingpei, chairman of the company, to sign all contracts, agreements and agreements related to the above total credit line (including but not limited to credit, loan, guarantee, mortgage, financing, etc.) on behalf of the company Vouchers and other legal documents; The corresponding documents of other subsidiaries shall be signed by the authorized representative specified in the articles of association.
For details of the announcement on the company and its subsidiaries applying for credit lines from financial institutions, please refer to the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）。
The proposal needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 6 in favor, 0 against, 0 abstention and 0 avoidance.
3. Deliberated and passed the proposal on the provision of external guarantees by the company and its subsidiaries;
The company and its subsidiaries intend to provide joint and several liability guarantee for the financing business of its subsidiaries within the scope of the company’s consolidated statements, and the amount of guarantee to be provided shall not exceed RMB 534.48 million. The actual guarantee amount, type and term shall be subject to the contract, and the operation management is authorized to handle relevant matters.
For details of the announcement on the provision of external guarantees by the company and its subsidiaries, please refer to the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）。
The independent directors of the company have expressed independent opinions on this matter. Please refer to cninfo.com for details（ http://www.cn.info.com.cn. ）。
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
Voting results: 6 in favor, 0 against, 0 abstention and 0 avoidance.
4. Deliberated and passed the proposal on the financial management quota of the company and its subsidiaries in 2022;
Under the condition of ensuring the capital demand of the company’s daily operation and effectively controlling the investment risk, in order to improve the efficiency of the company’s capital use and increase the return of shareholders, the company and its subsidiaries are agreed to use their own funds for financial management and cash management, and the total transaction amount is expected to not exceed RMB 100 million. The above trading quota is valid within 12 months from the date of deliberation and approval by the board of directors of the company. Within the above period, the quota can be recycled and rolled. Within the validity period and scope of the quota, the management of the company is authorized to exercise relevant investment decision-making power and sign relevant documents, which shall be organized, implemented and managed by the Finance Department of the company.
For details of the announcement on the financial management quota of the company and its subsidiaries in 2022, please refer to the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）。
The independent directors of the company have expressed independent opinions on this matter. Please refer to cninfo.com for details（ http://www.cn.info.com.cn. ）
Voting results: 6 in favor, 0 against, 0 abstention and 0 avoidance
5. Deliberated and passed the proposal on the provision for credit impairment and asset impairment in 2021; After deliberation, the board of directors considered that the provision for credit impairment and asset impairment follows and complies with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company. The provision for credit impairment and asset impairment is based on the principle of prudence, fully and fairly reflects the financial status, asset value and operating results of the company as of December 31, 2021, Make the company’s accounting information about asset value more authentic, reliable and reasonable.
For details of the announcement on the provision for credit impairment and asset impairment in 2021, please refer to the securities times, China Securities Journal, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）。
The independent directors of the company expressed independent opinions on the matter. For details, please refer to the website cninfo（ http://www.cn.info.com.cn. ）。
Voting results: 6 in favor, 0 against, 0 abstention and 0 avoidance.
6. Deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022;
Since the proposal of this meeting of the company needs to be submitted to the general meeting of shareholders for deliberation, it is hereby proposed that the company hold the first extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on March 2, 2022 in the conference room Xiamen Wanli Stone Stock Co.Ltd(002785) on the 8th floor of Hongye Building, 201 Hubin North Road, Siming District, Xiamen City, Fujian Province.
For details of the notice on convening the first extraordinary general meeting of shareholders in 2022, please refer to the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）。
Voting results: 6 in favor, 0 against, 0 abstention and 0 avoidance
3、 Documents for future reference
1. The resolution of the board of directors signed by the attending directors and stamped with the seal of the board of directors;
2. Prior approval opinions of independent directors on matters related to the 26th meeting of the Fourth Board of directors; 3. Independent opinions of independent directors on matters related to the 26th meeting of the Fourth Board of directors;
4. Xiamen Wanli Stone Stock Co.Ltd(002785) framework agreement on product procurement with Xiamen Dongfang Wanli raw stone Co., Ltd;
5. Xiamen Wanli Stone Stock Co.Ltd(002785) business cooperation framework agreement with Xiamen stone Commodity Operation Center Co., Ltd.
It is hereby announced.
Xiamen Wanli Stone Stock Co.Ltd(002785) board of directors February 14, 2022
