Securities code: Guangxi Yuegui Guangye Holdings Co.Ltd(000833) securities abbreviation: Guangxi Yuegui Guangye Holdings Co.Ltd(000833) Announcement No.: 2022 – 004 Guangxi Yuegui Guangye Holdings Co.Ltd(000833)
Announcement on the resolution of the second meeting of the ninth board of directors
The board of directors does not guarantee that the information disclosed by the company is true, complete or misleading.
1、 Convening of board meeting
1. Time and method of sending meeting notice: the meeting notice has been notified to all directors by written delivery, fax and other means on February 15, 2022.
2. Time, place and method of the meeting: at 14:30 p.m. on February 28, 2022, meeting room 321, 3 / F, No. 85 Liuhua Road, Liwan District, Guangzhou, voting on site.
3. There are 9 directors who should vote at the meeting, including Liu Fuhua, Zhu Bing, Lu Yuqiang, Chen Jian, Luo Ming, Wang Zhihong, Li Shenglan, Hu Xianhua and Liu Yi. There are 9 directors who actually vote. (among them, 2 directors entrusted to vote, director Lu Yuqiang entrusted Director Zhu Bing to attend the meeting and exercise voting rights, and independent director Li Shenglan entrusted independent director Hu Xianhua to attend the meeting and exercise voting rights)
4. The board of directors was presided over by Mr. Liu Fuhua, chairman of the board of directors, and the company's supervisors and relevant senior executives attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the prediction of daily connected transactions in 2022
Independent directors expressed their independent opinions on the proposal.
3 in favor, 0 against, 0 abstention and 6 avoidance. Related directors Liu Fuhua, Zhu Bing, Lu Yuqiang, Chen Jian, Luo Ming and Wang Zhihong avoided voting on the proposal.
For details, see the announcement on the forecast of daily connected transactions in 2022 (2022005) published in the securities times, securities daily and cninfo on the same day.
(II) deliberated and passed the proposal on Revising the management system of raised funds
Comparison of terms before and after revision and basis of revision
No. revised original clause content revised clause content revised basis
clause
In order to regulate Guangxi Yuegui Guangye Holdings Co.Ltd(000833) and Guangxi Yuegui Guangye Holdings Co.Ltd(000833) (hereinafter jszss [2022] No. 13 - on the management of raised funds of (hereinafter referred to as "the company")... "The management of raised funds of (hereinafter referred to as" the company ")..." the supervision of listed companies "is issued Guidelines on the supervision of listed companies of Shenzhen Stock Exchange No. 2 - Guidance on the raising of funds by listed companies No. 2 - supervision on the management and use of raised funds by listed companies requirements for the supervision of the management and use of funds under the guidelines on self discipline supervision of municipal companies, requirements for listed companies, measures for the administration of securities issuance by listed companies Notice of Shenzhen Stock Exchange - regulation of listed companies on the main board Article 1 measures for the administration of securities issuance and Shenzhen Stock Exchange No. 1 self regulatory guidelines for listed companies of Shenzhen Stock Exchange - main operation
Guidelines for the standardized operation of listed companies (hereinafter referred to as the "standardized operation of listed companies on the listed board" (hereinafter referred to as the "main board listed companies")
Guidelines for the standardized operation of the company), Shenzhen Stock Exchange (standardized operation), Shenzhen Stock Exchange Stock Listing Rules,
This system is formulated in accordance with the stock listing rules. Formulate this system.
... the raised funds shall be deposited in a special account determined by the board of Directors... The raised funds shall be deposited in a special account established with the approval of the board of directors Centralized management of public accounts listed on Shenzhen Stock Exchange... If a company has more than two times of financing, centralized management... If a company has more than two times of financing, it shall set up a special account for raised funds separately according to Article 6 of the self regulatory guidelines No. 1-2. A special account for raised funds shall be set up for the same investment project. The funds required for the same investment project shall be - the funds required for the standardized operation of listed companies on the main board shall be stored in the same special account. Stored in the same special account. Article 6.3.6
…… …… Companies listed on the Shenzhen Stock Exchange shall report to the Shenzhen stock exchange immediately after the signing of the above-mentioned agreement. The Shenzhen Stock Exchange shall timely announce the guidelines for self-discipline supervision of the main companies in the agreement No. 1 - filing and announcing the main contents of the agreement after the signing of the above-mentioned agreement Article 7 6.3.7
If the above-mentioned agreement is terminated in advance before the expiration of its term of validity, and if the above-mentioned agreement is terminated in advance before the expiration of its term of validity, the company shall
The company shall sign a new agreement with the relevant parties within one month from the date of termination of the agreement and one month from the date of termination of the relevant agreement
The parties concerned shall sign a new agreement, timely report to Shenzhen Securities for negotiation, and make a timely announcement.
After the filing of the announcement.
The company can use idle raised funds to supplement working capital, and the company can use idle raised funds to supplement working capital temporarily, The listed public funds of Shenzhen Stock Exchange shall be deliberated and approved by the board of directors, and the independent directors shall be deliberated and approved by the board of directors. The guidelines for self-discipline supervision of independent directors, the board of supervisors and the Insurance Company No. 1 - the board of supervisors, the recommendation institution or the independent financial adviser shall make clear, and the recommendation institution or the independent financial adviser shall make clear consent and disclosure, - Listed companies on the main board shall standardize the operation and disclosure of consent opinions, and shall meet the following conditions: and shall meet the following conditions: 6.3.15
(I) the purpose of the raised funds shall not be changed in a disguised form; (I) the purpose of the raised funds shall not be changed in a disguised form;
Article 14
(IV) the amount of single replenishment of working capital shall not exceed the transaction of raising convertible corporate bonds.
50% of net funds;
……
Trading of convertible corporate bonds, etc.
Announcement No. [2022] 15 of China Securities Regulatory Commission - Article 16 (I) of Listing 5 has high security and meets the capital preservation requirements. Product issuance (I) Regulatory guidelines for Principal Guaranteed companies with high security, such as structured deposits and large certificates of deposit No. 2 - entities can provide Principal Guaranteed commitments; Products; Article 8 of the regulatory requirements for the management and use of raised funds of listed companies (revised in 2022)
……
The over raised funds are used for permanent replenishment of working capital and repayment of bank loans
It shall be deliberated and approved by the general meeting of shareholders of the company, and independent directors and supervisors shall be appointed
The board of directors and the recommendation institution or independent financial adviser shall issue a clear statement
Agree and disclose.
... the company shall promise not to enter the company within 12 months after replenishing the working capital
The over raised funds are used for permanent replenishment of working capital and return of high-risk investments such as bank securities investment and derivatives trading, as well as for holding
The borrowing shall be reviewed and approved by the general meeting of shareholders of the company, and financial assistance shall be provided and disclosed to objects other than subsidiaries. Article 17 If the listing company of Shenzhen Stock Exchange provides online voting methods, and the independent directors and sponsors use the over raised funds for projects under construction and new projects, it shall be subject to the self regulatory guidelines of the board of directors No. 1-6. Article 17 the institution or independent financial adviser shall issue explicit consent for deliberation and approval, and the independent directors, the board of supervisors and the sponsors or - The main board listed companies shall standardize and disclose the opinions on article transportation. The independent financial advisor expressed explicit consent. 6.3.10 and 6.3.23. The company shall promise that within 12 months after replenishing the working capital, the company shall submit it to the board of directors or 6.3.25 according to the actual production and operation needs
No securities investment, derivatives trading and other high-risk investment will be carried out within the year. After the deliberation and approval of the general meeting of shareholders, it will be carried out in a planned manner in the following order
And providing financial use of over raised funds for objects other than holding subsidiaries:
Funding and disclosure. (I) supplement the fund gap of the project invested by the raised funds;
(II) for projects under construction and new projects;
(III) repayment of bank loans;
(IV) temporarily replenish working capital;
(V) cash management;
(VI) permanent replenishment of working capital.
If the company changes the implementation location of the project invested with raised funds, the company shall change the implementation location of the project invested with raised funds, Should be approved by the board of directors Article 24 of the Shenzhen Stock Exchange listing company shall be deliberated and approved by the board of directors, deliberated and approved by the board of directors within two trading days, and announced within two trading days to explain the changes in article 1-7 of the company's self regulatory guidelines, and explain the changes, reasons, investment of raised funds, reasons and impact on the implementation of investment projects with raised funds - the impact caused by the implementation of standardized operation projects of listed companies on the main board and the documents issued by the sponsor and issued by the independent directors, the board of supervisors, the sponsor or the sole sponsor
