Securities code: 002204 securities abbreviation: Dalian Huarui Heavy Industry Group Co.Ltd(002204) Announcement No.: 2021-078 Dalian Huarui Heavy Industry Group Co.Ltd(002204)
Announcement on resolutions of the 21st Meeting of the 5th 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.
Dalian Huarui Heavy Industry Group Co.Ltd(002204) (hereinafter referred to as “the company”) ）The 21st Meeting of the 5th board of directors was notified by written delivery and e-mail on December 20, 2021 and held by communication voting on December 23, 2021. There were 8 directors who should participate in the voting at the meeting, 8 voting votes were issued, 8 voting replies from directors were actually received, and all directors of the company attended the meeting. The convening and deliberation procedures of the meeting comply with the relevant provisions of the company law and the articles of association.
The meeting deliberated and adopted the following proposals by open ballot:
1、 The proposal on introducing investors into wholly-owned subsidiaries through capital and share increase through public listing was deliberated and adopted
The board of directors approved Dalian Huarui heavy industry CNC Equipment Co., Ltd. (hereinafter referred to as “CNC Company”), a wholly-owned subsidiary of the company ）Investors are introduced to increase capital and shares through public listing in Dalian property exchange, and the capital increase price is not less than 1 yuan / registered capital. At the same time, among the trademarks being used by CNC company, 3 are owned by the company, and 3 patents are jointly owned by the company and CNC company. The above intangible asset equity evaluation value owned by the company totals 347650 yuan. The company will increase its capital to take shares in CNC company this time, and the final proportion of the capital increase value is the same as that of the new investor.
The CNC company plans to increase the registered capital by 15 million yuan to 45 million yuan (including the company’s capital increase with intangible assets). After the capital increase and share expansion, the registered capital of CNC Company will increase from 5 million yuan to 20 million yuan to 50 million yuan. It is expected that CNC Company will no longer be included in the scope of the company’s consolidated statements. The final capital increase scale, the introduction of investors and the shareholding ratio will be determined by competitive negotiation according to the listing results After the capital increase and share expansion, the equity in the CNC Company shall not be less than the asset evaluation value of RMB 3.3756 million. If the newly increased registered capital does not reach 15 million yuan, the capital increase fails.
See China Securities Journal, securities times and cninfo.com for details（ http://www.cn.info.com..cn. ）Announcement on the introduction of investors by wholly-owned subsidiaries through public listing (Announcement No.: 2021-080). Voting results: 8 in favor, 0 against and 0 abstention.
2、 Deliberated and passed the proposal on debt restructuring of wholly owned subsidiaries
The board of directors agreed that Dalian Huarui heavy industry Metallurgical Equipment Manufacturing Co., Ltd. (hereinafter referred to as “metallurgical equipment company”), a wholly-owned subsidiary of the company, signed the debt restructuring (repayment) agreement with Chenxi Zhongyan Zhuhua Shunda Co., Ltd. (hereinafter referred to as “Chenxi Shunda company”) and Chenxi Shunda Municipal Construction Co., Ltd. (hereinafter referred to as “Shunda municipal construction company”) , as of July 12, 2021, Chenxi Shunda company has restructured the debt owed by Chenxi Shunda company to metallurgical equipment company with a loan of 2.9 million yuan and an interest of 282900 yuan. According to the agreement, Shunda construction company will pay 800000 yuan to the metallurgical equipment company by telegraphic transfer before December 31, 2021. After Shunda construction company pays in full according to the above agreement, the metallurgical equipment company agrees to waive the remaining payment and interest of Chenxi Shunda company.
As of the announcement date of this resolution, metallurgical equipment company has received the above 800000 yuan. According to the preliminary calculation of the financial department of the company, after the debt restructuring, the metallurgical equipment company can offset the fully accrued bad debt provision of 2.9 million yuan, which is expected to increase the total profit of the company for the current period by 800000 yuan (the final result shall be subject to the results confirmed by the annual audit of the accounting firm). The voting result: 8 votes in favor, 0 votes against and 0 abstention.
3、 Deliberated and adopted the revised
<信息披露事务管理办法>
The board of directors agreed to comprehensively revise the management measures for information disclosure affairs in accordance with the current effective laws and regulations and the actual situation of the company, and the management measures for information disclosure Affairs (December 2011) disclosed by the company on cninfo.com on December 29, 2011 shall be abolished at the same time.
The full text of the revised system is published on cninfo.com on the same day（ http://www.cn.info.com..cn. ）Measures for the administration of Dalian Huarui Heavy Industry Group Co.Ltd(002204) information disclosure on.
Voting results: 8 in favor, 0 against and 0 abstention.
It is hereby announced
Dalian Huarui Heavy Industry Group Co.Ltd(002204)
Board of directors
December 24, 2021
