Securities code: 002014 securities abbreviation: Huangshan Novel Co.Ltd(002014) Announcement No.: 2022-006 Huangshan Novel Co.Ltd(002014)
Announcement on the resolutions of the 14th meeting of the 7th 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 14th meeting of the 7th board of directors of Huangshan Novel Co.Ltd(002014) (hereinafter referred to as "the company") was notified by fax or e-mail on February 14, 2022 and held by on-site combined with communication voting on February 24, 2022. There are 14 directors who should attend the meeting and 14 directors who actually participated in the voting, including Mr. Zhou Yuan, Mr. Gao Minjian, Mr. Hong Haizhou, Mr. Shen Tao and Mr. Wang Dong, independent directors Mr. Yang Jingchao and Mr. Chen Jihua, who participated in the meeting by means of communication voting, and supervisors and senior managers attended the meeting as nonvoting delegates. The convening and voting procedures of this meeting comply with the relevant provisions of the company law and the articles of association. The meeting is presided over by Mr. Sun Yi, chairman of the board of directors. After full discussion by the directors present, the following resolutions were adopted:
After full discussion by the directors present, the following resolutions were adopted:
1、 The meeting deliberated and adopted the 2021 general manager's work report of the company with 14 affirmative votes, 0 negative votes and 0 abstention votes.
2、 The meeting deliberated and adopted the work report of the board of directors in 2021 with 14 affirmative votes, 0 negative votes and 0 abstention votes.
This report shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. See cninfo.com for details of the 2021 annual work report of the board of directors http://www.cn.info.com.cn.
Mr. Wang Bin, Mr. Chen jiemiao, Mr. Yang Jingchao, Mr. Chen Jihua and Mr. Cui Peng, the independent directors of the company, submitted the 2021 annual report of independent directors and will report on their work at the 2021 annual general meeting of shareholders of the company. For details, see http://www.cninfo.com.cn http://www.cn.info.com.cn. 。
3、 The meeting deliberated and adopted the company's 2021 annual financial statement with 14 affirmative votes, 0 negative votes and 0 abstention votes.
See http://www.cninfo.com.cn for details of the 2021 annual financial statement report http://www.cn.info.com.cn. 。 This report needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 The plan for profit distribution in 2021 was reviewed and adopted by 14 votes in favor, 0 votes against and 0 abstentions, and independent directors expressed independent opinions.
According to the audit of Rongcheng Certified Public Accountants (special general partnership), the company (parent company) achieved a net profit of 229694338.26 yuan in 2021, plus 565683699.57 yuan of undistributed profit at the beginning of the year, minus 12484045.90 yuan of surplus reserve withdrawn in 2021 and 255204944.50 yuan of dividend distributed in 2020, As of December 31, 2021, the profit available for distribution is 527689047.43 yuan.
According to the relevant provisions of the company law and other laws and regulations, listed companies do not enjoy the relevant rights of profit distribution, conversion of provident fund into share capital and so on.
On the premise of conforming to the principle of profit distribution, ensuring the normal operation and sustainable development of the company and taking into account the interests of shareholders, the company proposes the profit distribution plan for 2021 as follows:
Based on the total share capital of 510409889 shares after deducting the remaining repurchased shares (3606835 shares) in the special repurchase account, a cash dividend of RMB 5.00 (including tax) is distributed to all shareholders for every 10 shares. Without bonus shares, a total cash dividend of RMB 255204944.50 is distributed, and the remaining undistributed profit of RMB 27284102.93 is temporarily used to supplement working capital or company development and carried forward to future annual distribution.
Based on the total share capital of 510409889 shares after deducting the remaining repurchased shares (3606835 shares) in the special repurchase account, the surplus reserve is converted into share capital, and 2 shares are added for every 10 shares. After the increase, the surplus reserve of the company was 154926384 yuan, and the share capital was increased to 616098702 shares.
The company's profit distribution plan for 2021 is formulated according to the actual situation of the company's operation and development. The profit distribution plan is conducive to the long-term development of the company, does not damage the interests of the company and shareholders, and complies with the provisions of cash dividend in the articles of association: the company shall give priority to cash dividend for profit distribution, The accumulated profits distributed in cash in the last three years shall not be less than 30% of the average annual distributable profits realized in the last three years. This plan shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 The meeting deliberated and adopted the 2021 internal control evaluation report of the company with 14 affirmative votes, 0 negative votes and 0 abstention votes, and the independent directors expressed independent opinions.
See cninfo.com for details http://www.cn.info.com.cn. Internal control evaluation report of the company in 2021.
Rongcheng Certified Public Accountants (special general partnership) audited the effectiveness of internal control over the company's financial report on December 31, 2021 and issued Rongcheng Shenzi [2022] No. 230z0322 internal control audit report. For details, please refer to cninfo.com http://www.cn.info.com.cn. 。
6、 The meeting deliberated and adopted the proposal on the remuneration of directors and senior managers in 2021 with 14 affirmative votes, 0 negative votes and 0 abstention votes, and the independent directors expressed their independent opinions.
According to the actual performance completed by the company in 2021 and the provisions on assessment and incentive in the management measures for remuneration and assessment of managers, the company plans to pay a total of 8.3968 million yuan to directors (excluding independent directors) and senior managers in 2021. The specific distribution is as follows:
Name amount (10000 yuan)
Sun Yi 195.35 honghaizhou 0
Zhouyuan ShenTao 11.75
Bao Zuben 195.35 Wang Dong 11.75
Gao Minjian 11.75 Wu Xufeng 108.00
Pan Jian 130.55 Tang Yongliang 54.48
Fangzhou 108.95
Total 839.68
The proposal on Directors' remuneration shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 The annual report of the company in 2021 and its summary were deliberated and adopted at the meeting with 14 affirmative votes, 0 negative votes and 0 abstention votes.
The full text of the proposal to be submitted to the annual general meeting of shareholders of cninfo.com in 2021 http://www.cn.info.com.cn. , the summary of the annual report was published in the securities times, Shanghai Securities News and cninfo on February 25, 2022 http://www.cn.info.com.cn. Come on.
8、 The meeting deliberated and adopted the proposal on renewing the appointment of audit institutions in 2022 with 14 affirmative votes, 0 negative votes and 0 abstention votes, and the independent directors expressed independent opinions.
See the details published in the securities times, Shanghai Securities News and cninfo.com on February 25, 2022 http://www.cn.info.com.cn. Announcement on the renewal of the appointment of accounting firms.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 The meeting deliberated and adopted the proposal on the prediction of daily connected transactions in 2022 with 10 affirmative votes, 0 negative votes and 0 abstention votes, and the related directors Sun Yi, Bao Zuben, pan Jian and Fang Zhou avoided voting; Independent directors recognized and expressed independent opinions in advance.
See the details published in the securities times, Shanghai Securities News and cninfo.com on February 25, 2022 http://www.cn.info.com.cn. The company's daily forecast announcement of related party transactions on.
10、 The meeting considered and adopted the proposal on purchasing short-term financial products with its own idle funds with 14 affirmative votes, 0 negative votes and 0 abstention votes, and the independent directors expressed their independent opinions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. See the details published in the securities times, Shanghai Securities News and cninfo.com on February 25, 2022 http://www.cn.info.com.cn. Announcement on the proposed purchase of short-term financial products with its own idle funds.
11、 The meeting deliberated and adopted the proposal on project investment with 14 affirmative votes, 0 negative votes and 0 abstention votes.
See the details published in the securities times, Shanghai Securities News and cninfo.com on February 25, 2022 http://www.cn.info.com.cn. Announcement on project investment on.
12、 The meeting deliberated and adopted the proposal on disposal of fixed assets with 14 affirmative votes, 0 negative votes and 0 abstention votes.
It is agreed to authorize the general manager to sell and dispose of some valuable machinery and equipment eliminated by backward production capacity and technological upgrading and transformation. The estimated sale price is not lower than the net book value, and the remaining net book value of this part of machinery and equipment is 6.5385 million yuan.
13、 The meeting deliberated and adopted the proposal on by election of members of the special committee of the board of directors with 14 affirmative votes, 0 negative votes and 0 abstention votes.
Agree to elect Mr. Lin Zhonggao and Mr. Huang Youli as members of the audit committee of the seventh board of directors, of which Mr. Lin Zhonggao is the chairman; By election Mr. Huang Youli as a member of the nomination, remuneration and assessment committee of the seventh board of directors. The term of office is the same as that of the seventh board of directors.
The personnel of the audit committee and the nomination, remuneration and assessment committee after adjustment are as follows:
1. Audit Committee
Chairman: Mr. Lin Zhonggao (independent director)
Members: Mr. Huang Youli (independent director), Mr. Wang Dong
2. Nomination, remuneration and assessment committee
Chairman: Mr. Cui Peng (independent director)
Members: Mr. Huang Youli (independent director), Mr. Yang Jingchao (independent director), Mr. Sun Yi, Mr. Zhou Yuan and Mr. Pan Jian
14、 The meeting deliberated and adopted the proposal on Amending the articles of association with 14 affirmative votes, 0 negative votes and 0 abstention votes.
See cninfo.com for the full text of the articles of association and the comparison table of amendments http://www.cn.info.com.cn. 。
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and shall be approved by more than 2 / 3 of the voting rights held by shareholders (including shareholders' agents) attending the general meeting of shareholders.
15、 The meeting deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders with 14 affirmative votes, 0 negative votes and 0 abstention votes.
The board of directors decided to hold the 2021 annual general meeting of shareholders in the company's conference room on March 18, 2022 to review the relevant proposals submitted by the board of directors and the board of supervisors.
See securities times, Shanghai Securities News and cninfo.com on February 25, 2022 for details of the notice http://www.cn.info.com.cn. Notice on convening the 2021 annual general meeting of shareholders.
See http://www.cninfo.com.cn on February 25, 2022 for the independent opinions of independent directors on relevant matters of the company http://www.cn.info.com.cn. Independent opinions of independent directors on relevant matters of the company.
It is hereby announced.
Huangshan Novel Co.Ltd(002014) board of directors
February 25, 2002
