Securities code: Hangxiao Steel Structure Co.Ltd(600477) securities abbreviation: Hangxiao Steel Structure Co.Ltd(600477) No.: 2022010
Hangxiao Steel Structure Co.Ltd(600477)
Announcement of resolutions of the 39th meeting of the 7th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents Hangxiao Steel Structure Co.Ltd(600477) (hereinafter referred to as “the company”) the 39th meeting of the seventh board of directors was held by means of communication on March 4, 2022. There were 7 directors who should vote and 7 directors who actually voted at the meeting. The meeting was held in accordance with the company law of the people’s Republic of China, the articles of association and other relevant provisions.
The relevant topics of the meeting are as follows:
1、 The proposal on adjusting the amount of funds raised for non-public development bank stock raising investment projects was deliberated and adopted.
It is agreed that the company will adjust and finally determine the specific investment projects, priorities and specific investment amount of each project according to the actual net amount of raised funds without changing the proposed investment projects and complying with relevant laws and regulations. For details, see the interim announcement disclosed by the company on the same day: 2022011 Hangxiao Steel Structure Co.Ltd(600477) announcement on adjusting the use amount of raised funds for non-public offering stock investment projects.
The independent directors of the company expressed their independent opinions on the proposal, and the recommendation institution Citic Securities Company Limited(600030) issued corresponding verification opinions.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
2、 The proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses was deliberated and adopted.
The company uses the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses. There is no disguised change in the purpose of the raised funds and damage to the interests of shareholders, which will not affect the normal progress of the raised funds investment projects. Therefore, it is agreed that the company will use the raised funds to replace the self raised funds of 194405 million yuan and 471700 yuan (excluding value-added tax) that have been invested in the investment projects with raised funds in advance, with a total of 199122 million yuan. This replacement is in line with the provisions of replacement within 6 months after the arrival of the raised funds. For details, see the interim announcement disclosed by the company on the same day: 2022012 Hangxiao Steel Structure Co.Ltd(600477) announcement on using raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses.
The independent directors of the company expressed their independent opinions on the proposal, and the recommendation institution Citic Securities Company Limited(600030) issued corresponding verification opinions. Dahua Certified Public Accountants (special general partnership) conducted a special audit and issued an assurance report.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
3、 The proposal on using some idle raised funds to temporarily supplement working capital was deliberated and adopted. In order to improve the use efficiency of raised funds, reduce the company’s financial costs, meet the company’s working capital needs and optimize the financial structure, in line with the principle of maximizing the interests of the company and shareholders, and on the premise of ensuring the construction capital needs of raised investment projects, the company is agreed to use idle raised funds of no more than 500 million yuan (including 500 million yuan) to supplement working capital temporarily, The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company.
The company’s use of some idle raised funds to temporarily supplement working capital is limited to the production and operation related to its main business. It will not use the raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading, or provide financial assistance to others. There is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, Nor will it affect the normal progress of the investment plan of raised funds. The company will timely return the raised funds to the special account for raised funds at any time according to the progress and demand of the investment project of raised funds. For details, see the interim announcement disclosed by the company on the same day: 2022013 Hangxiao Steel Structure Co.Ltd(600477) announcement on temporarily replenishing working capital with some idle raised funds.
The independent directors of the company expressed their independent opinions on the proposal, and the recommendation institution Citic Securities Company Limited(600030) issued corresponding verification opinions.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
4、 The proposal on Amending the articles of association was deliberated and adopted.
It is agreed to amend the relevant contents of the current articles of association of the company according to the non-public offering of the company. For details, see the interim announcement disclosed by the company on the same day: 2022014 Hangxiao Steel Structure Co.Ltd(600477) announcement on Amending the articles of association.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
According to the relevant authorization of the second extraordinary general meeting of shareholders in 2020 and the second extraordinary general meeting of shareholders in 2021 to the board of directors, the amendment of the articles of association does not need to be submitted to the general meeting of shareholders for deliberation.
It is hereby announced.
Hangxiao Steel Structure Co.Ltd(600477) board of directors March 5, 2022
