Securities code: Guangdong Huiyun Titanium Industry Co.Ltd(300891) company abbreviation: Guangdong Huiyun Titanium Industry Co.Ltd(300891) Announcement No.: 2022005 Guangdong Huiyun Titanium Industry Co.Ltd(300891)
Announcement of resolutions of the 7th 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 seventh meeting of the 4th board of directors of Guangdong Huiyun Titanium Industry Co.Ltd(300891) (hereinafter referred to as "the company") was held on March 8, 2022 by means of on-site combined communication. The on-site meeting was held in the conference room on the second floor of Guangdong Huiyun Titanium Industry Co.Ltd(300891) Liudu Town, yun'an District, Yunfu City. The notice of the meeting will be delivered by e-mail and personal delivery on March 4, 2022. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting (including Wang Bei, an independent director, who attended the meeting by means of communication voting). The supervisors and senior managers of the company attended the meeting as nonvoting delegates, and the meeting was presided over by Mr. Zhong Zhenguang, chairman of the board. The convening and convening procedures of this meeting comply with the provisions of relevant laws and regulations and the articles of association.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on adjusting the company's plan to issue convertible corporate bonds to unspecified objects
The second meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors held on June 8, 2021 deliberated and approved the relevant proposals of the company on issuing convertible corporate bonds to unspecified objects, and submitted them to the second extraordinary general meeting of shareholders of the company in 2021 on June 24, 2021 for deliberation and approval.
At present, according to the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, the company plans to adjust the purpose of the funds raised by issuing convertible corporate bonds to unspecified objects, and other contents in the original issuance plan remain unchanged. The details are as follows:
1. Purpose of the raised funds
Before adjustment:
The total amount of funds raised in this offering does not exceed 490 million yuan (including 490 million yuan), less
After the issuance fee, it is proposed to be fully used for the following items:
Unit: 10000 yuan
No. project name total investment of the project to be invested in raised funds
1 50kt / year to 80kt / year sulfuric acid rutile titanium dioxide primary 27909502770000 product technical transformation project
2 titanium gypsum resource technology transformation project 10935561090000
3 integrated intelligent storage center construction project 596556590000
4. Supplementary working capital 45 Shenzhen Textile (Holdings) Co.Ltd(000045) 0000
Total 49310624900000
After the funds raised from the issuance of convertible corporate bonds to unspecified objects are in place, the company will invest the raised funds into the above projects according to the actual needs of the project; If the actual net amount of raised funds after deducting the issuance expenses is lower than the amount of raised funds to be invested, the insufficient part shall be raised by the company itself. If the company invests the project with self raised funds in advance according to the company's operating conditions and development plans before the funds raised from the issuance of convertible corporate bonds to unspecified objects are in place, the part invested in advance will be replaced with raised funds after the funds raised from the issuance are in place.
After adjustment:
The total amount of funds raised in this offering does not exceed 490 million yuan (including 490 million yuan). After deducting the issuance expenses, it is proposed to be used for the following projects:
Unit: 10000 yuan
No. project name total investment of the project to be invested in raised funds
1 50kt / year to 80kt / year sulfuric acid rutile titanium dioxide primary 27909502770000 product technical transformation project
2 Shanghai Pudong Development Bank Co.Ltd(600000) T / a titanium dioxide dilute acid concentration technology transformation project 10624981060000
3 integrated intelligent storage center construction project 596556590000
4. Supplementary working capital 48 Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) 0000
Total 49 Shenzhen Sunwin Intelligent Co.Ltd(300044) 900000
If the actual net amount of raised funds after deducting the issuance expenses is lower than the amount of raised funds to be invested, the insufficient part shall be raised by the company itself. Before the funds raised in this offering are in place, the company will invest in advance with its own funds or funds raised in other ways according to the actual situation of the project progress, and replace them after the raised funds are in place.
Within the scope of the above-mentioned projects invested with raised funds, the board of directors or the person authorized by the board of directors of the company may appropriately adjust the amount of raised funds invested in the above-mentioned projects according to the actual situation such as the progress and capital demand of the project.
In addition to the above contents, other contents of the company's plan to issue convertible corporate bonds to unspecified objects have not changed.
Voting results: 9 in favor, 0 against and 0 abstention, which was adopted.
The independent directors of the company have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) proposal on the issuance of convertible bonds to the company
After deliberation, the board of directors unanimously agreed to the proposal on the plan for issuing convertible corporate bonds to unspecified objects (Revised Version).
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Disclosed the plan for issuing convertible corporate bonds to unspecified objects (Revised Draft).
Voting results: 9 in favor, 0 against and 0 abstention, which was adopted.
The independent directors of the company have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) deliberated and passed the proposal on the demonstration and analysis report on issuing convertible corporate bonds to unspecified objects (Revised Version)
After deliberation, the board of directors unanimously agreed to the proposal on the demonstration and analysis report on issuing convertible corporate bonds to unspecified objects (Revised Version). For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Disclosed the demonstration and analysis report on issuing convertible corporate bonds to unspecified objects (Revised Draft).
Voting results: 9 in favor, 0 against and 0 abstention, which was adopted.
The independent directors of the company have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) the proposal on the feasibility analysis report on the project of issuing convertible corporate bonds to unspecified objects to raise funds (Revised Version) was deliberated and adopted
After deliberation, the board of directors unanimously agreed to the proposal on the feasibility analysis report on the project of issuing convertible corporate bonds to unspecified objects to raise funds (Revised Version). For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Disclosed the feasibility analysis report on the project of issuing convertible corporate bonds to unspecified objects to raise funds (Revised Draft).
Voting results: 9 in favor, 0 against and 0 abstention, which was adopted.
The independent directors of the company have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(V) deliberated and passed the proposal on adjusting the risk prompt of the company issuing convertible corporate bonds to unspecified objects and diluting the immediate return, the filling measures taken by the company and the commitments of relevant subjects
After deliberation, the board of directors unanimously agreed to the proposal on adjusting the risk prompt of the company issuing convertible corporate bonds to unspecified objects and diluting the immediate return, the filling measures taken by the company and the commitments of relevant subjects. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）The announcement on the risk prompt of the company issuing convertible corporate bonds to unspecified objects to dilute the immediate return, the company's filling measures and the commitments of relevant subjects (Revised Draft) disclosed.
Voting results: 9 in favor, 0 against and 0 abstention, which was adopted.
The independent directors of the company have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VI) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company plans to hold the first extraordinary general meeting of shareholders in 2022 at 14:30 on March 25, 2022. This meeting adopts the combination of on-site voting and online voting.
Voting results: 9 in favor, 0 against and 0 abstention. Passed.
3、 Documents for future reference
1. Resolution of the 7th Meeting of Guangdong Huiyun Titanium Industry Co.Ltd(300891) the 4th board of directors;
2. Independent opinions of Guangdong Huiyun Titanium Industry Co.Ltd(300891) independent directors on matters related to the seventh meeting of the Fourth Board of directors.
It is hereby announced.
Guangdong Huiyun Titanium Industry Co.Ltd(300891) board of directors March 8, 2022
