Securities code: Hengdian Group Dmegc Magnetics Co.Ltd(002056) securities abbreviation: Hengdian Group Dmegc Magnetics Co.Ltd(002056) Announcement No.: 2022010 Hengdian Group Dmegc Magnetics Co.Ltd(002056)
Announcement of resolutions of the 21st Meeting of the 8th 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
Hengdian Group Dmegc Magnetics Co.Ltd(002056) (hereinafter referred to as “the company”) the 21st Meeting of the 8th board of directors was notified to all directors in writing and e-mail on February 26, 2002, and was held in the conference room on the ninth floor of dongci building at 12:30 p.m. on March 9, 2002. Six directors (including independent directors) should attend the meeting, and six directors actually attended the meeting. The supervisors and senior managers of the company attended the meeting as nonvoting delegates.
The number of attendees, convening procedures and discussion contents of this meeting comply with the provisions of the company law of the people’s Republic of China, the articles of association and the rules of procedure of the board of directors.
2、 Deliberations of the board meeting
The meeting was presided over by Ren Hailiang, chairman of the company. After careful discussion, the directors attending the meeting deliberated and adopted the following proposals: (I) the annual report of the company in 2021 and its summary were deliberated and adopted by the meeting with 6 votes in favor, 0 votes against and 0 abstentions;
See the company’s 2021 annual report and its abstract on the company’s designated information disclosure website http://cninfo.com.cn. , the summary of the company’s 2021 annual report (Announcement No.: 2022012) was also published in the securities times on March 11, 2022.
This report shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) the meeting deliberated and adopted the work report of the board of directors of the company in 2021 with 6 affirmative votes, 0 negative votes and 0 abstention votes;
See the company’s designated information disclosure website for the work report of the board of directors in 2021 http://cninfo.com.cn. 。
The independent directors of the company submitted the 2021 annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. For details of the 2021 annual report of independent directors, please refer to the company’s designated information disclosure website http://cninfo.com.cn. 。
This report shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) the 2021 general manager’s work report of the company was deliberated and adopted by the meeting with 6 affirmative votes, 0 negative votes and 0 abstention votes;
The general manager of the company reported to the board of directors the work development and results in 2021, the business objectives in 2022 and the main work to be carried out.
(IV) the meeting deliberated and adopted the company’s 2021 annual financial statement report with 6 affirmative votes, 0 negative votes and 0 abstention votes;
See the company’s designated information disclosure website for details of the company’s 2021 annual financial statement http://cninfo.com.cn. 。
This report shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) the meeting deliberated and adopted the 2021 profit distribution plan of the company with 6 affirmative votes, 0 negative votes and 0 abstention votes;
In consideration of the company’s continuous return to investors and the company’s long-term development, the profit distribution plan for 2021 will distribute cash dividends of 2.40 yuan (including tax) to all shareholders for every 10 shares based on the company’s total share capital of 1626712074 shares, with a total cash dividend distribution of 39041089776 yuan. The balance of undistributed profits after this dividend distribution is carried forward to subsequent annual distribution. In addition, the company does not convert capital reserve into share capital and bonus shares in the current period.
The company’s announcement on the profit distribution plan for 2021 (Announcement No.: 2022013) is detailed in the company’s designated information disclosure website http://cninfo.com.cn. It was also published in the securities times on March 11, 2022.
The independent directors of the company have expressed independent opinions on the profit distribution plan of the company in 2021. For the independent opinions of the independent directors on matters related to the 21st Meeting of the eighth board of directors, please refer to the information disclosure website designated by the company http://cninfo.com.cn. 。
This plan shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) the meeting deliberated and adopted the company’s proposal on renewing the appointment of the audit institution in 2022 by 6 votes in favor, 0 against and 0 abstention;
The company decided to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the audit institution in 2022 for one year.
The company’s announcement on the reappointment of the audit institution in 2022 (Announcement No.: 2022014), see
Information disclosure website designated by the company http://cninfo.com.cn. It was also published in the securities times on March 11, 2022.
The independent directors of the company have issued prior approval opinions and independent opinions on the company’s re employment of the audit institution in 2022. See the company’s designated information disclosure website for the independent opinions of the independent directors on matters related to the 21st Meeting of the eighth board of directors http://cninfo.com.cn. 。
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VII) the meeting deliberated and adopted the 2021 annual internal control self-evaluation report of the company with 6 affirmative votes, 0 negative votes and 0 abstention votes;
See the company’s designated information disclosure website for details of the company’s 2021 internal control self-evaluation report http://cninfo.com.cn. 。
The independent directors of the company issued independent opinions on the self-evaluation report of the company’s internal control in 2021. See the company’s designated information disclosure website for the independent opinions of the independent directors on matters related to the 21st Meeting of the eighth board of directors and the opinions of the board of directors on the self-evaluation of internal control http://cninfo.com.cn. 。 (VIII) the meeting deliberated and adopted the 2021 annual social responsibility report of the company with 6 affirmative votes, 0 negative votes and 0 abstention votes;
For details of the company’s 2021 social responsibility report, please refer to the company’s designated information disclosure website http://cninfo.com.cn. 。
(IX) the meeting deliberated and adopted the proposal on the prediction of the company’s daily connected transactions in 2022 by 4 votes in favor, 0 against and 0 abstention, in which the connected directors Xu Wencai and Hu Tiangao avoided voting;
Due to the needs of the company’s business development, there are some necessary and reasonable related party transactions between the company and its subsidiaries and the subsidiaries of Hengdian Group Holding Co., Ltd. or other enterprises that can be influenced by the actual controller. It is estimated that the contract signing amount in 2022 will be 948.36 million yuan, and the main transaction categories involve purchasing products, fuels, selling products, entrusted processing Provide catering services, project contracting and leasing, etc.
See the company’s designated information disclosure website for details of the company’s announcement on the forecast of daily connected transactions in 2022 (Announcement No.: 2022015) http://cninfo.com.cn. It was also published in the securities times on March 11, 2022.
The independent directors of the company have issued prior approval opinions and independent opinions on the daily connected transactions of the company in 2022. See the information disclosure website designated by the company for the independent opinions of the independent directors of the company on matters related to the 21st Meeting of the eighth board of directors http://cninfo.com.cn. 。
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) the meeting deliberated and adopted the proposal on entrusted financial management and related party transactions of the company in 2022 by 4 votes in favor, 0 against and 0 abstention, in which the related directors Xu Wencai and Hu Tiangao avoided voting;
The company plans to purchase the financial products of the related party Nanhua Futures Co.Ltd(603093) and its subsidiaries (including but not limited to Nanhua Fund Management Co., Ltd., Henghua International Asset Management Co., Ltd. and Henghua International Asset Management (Singapore) Co., Ltd.) with its own idle funds of no more than 400 million yuan on the premise of ensuring the daily operation capital demand and capital security, The 400 million yuan financial management limit can be jointly used by the company, its wholly-owned subsidiaries and holding subsidiaries. The service life is from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting.
For details of the company’s announcement on entrusted financial management and related party transactions in 2022 (Announcement No.: 2022016), please refer to the company’s designated information disclosure website http://cninfo.com.cn. It was also published in the securities times on March 11, 2022.
The independent directors of the company have expressed their prior approval opinions and independent opinions on the entrusted financial management and related party transactions of the company in 2022. See the company’s designated information disclosure website for the independent opinions of the independent directors on the matters related to the 21st Meeting of the eighth board of directors http://cninfo.com.cn. 。
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（11） The meeting deliberated and adopted the proposal on the company’s provision of guarantee amount for subsidiaries in 2022 by 6 votes in favor, 0 against and 0 abstention;
The company plans to provide guarantee for the wholly-owned subsidiary Zhejiang Dongyang dongci Chengji Electronics Co., Ltd. and the holding subsidiary Jiangsu dongci New Energy Technology Co., Ltd., and the guarantee amount is expected to be no more than RMB 500 million. The above guarantee amount is expected to be recycled from the date of deliberation and approval at the 2021 annual general meeting to the date of holding the 2022 annual general meeting.
For details of the announcement on the prediction of the company’s guarantee amount for subsidiaries in 2022 (Announcement No.: 2022017), please refer to the information disclosure website designated by the company http://cninfo.com.cn. It was also published in the securities times on March 11, 2022.
The independent directors of the company have expressed independent opinions on the estimated amount of guarantee provided by the company to its subsidiaries in 2022. See the company’s designated information disclosure website for the independent opinions of the independent directors on matters related to the 21st Meeting of the eighth board of directors http://cninfo.com.cn. 。
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（12） The proposal of the company on the by election of non independent directors of the eighth board of directors was deliberated and adopted at the meeting with 6 affirmative votes, 0 negative votes and 0 abstention votes;
In view of when Jin Zhiling, a non independent director of the eighth board of directors of the company, applied to resign from the positions of chairman, director, chairman of the strategy committee of the board of directors and member of the remuneration and assessment committee, the company needs to elect a non independent director of the eighth board of directors in accordance with the company law of the people’s Republic of China, the articles of association and other relevant provisions. Upon the recommendation of shareholders, the nomination committee of the board of directors nominated Mr. Li Baoping as a candidate for non independent director of the eighth board of directors of the company (see Annex I for the detailed resume of relevant candidates), and the term of office starts from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the expiration of the term of office of the eighth board of directors of the company.
The independent directors of the company expressed independent opinions on the matters related to the by election of non independent directors of the eighth board of directors. For the independent opinions of the independent directors on the matters related to the 21st Meeting of the eighth board of directors, please refer to the information disclosure website designated by the company http://cninfo.com.cn. 。
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（13） The meeting deliberated and adopted the company’s proposal on adjusting the remuneration of some directors with 5 affirmative votes, 0 negative votes and 0 abstention votes, in which Director Ren Hailiang avoided voting when deliberating the proposal on adjusting his remuneration; The salary of Director Ren Hailiang consists of basic salary and performance salary. The basic salary is determined in combination with the average level of corresponding posts in relevant industries and the actual situation of the company. The performance salary is linked to the annual completion of the company’s business objectives and post management objectives, and fluctuates up and down according to the assessment results. The specific amount shall be submitted to the general meeting of shareholders to authorize the remuneration and appraisal committee of the board of directors of the company to determine according to the company’s performance and performance appraisal system.
The independent directors of the company have expressed independent opinions on adjusting the remuneration of some directors. See the company’s designated information disclosure website for the independent opinions of the independent directors on matters related to the 21st Meeting of the eighth board of directors http://cninfo.com.cn. 。
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（14） The meeting deliberated and adopted the company’s proposal on changing business scope with 6 affirmative votes, 0 negative votes and 0 abstention votes;
The company’s announcement on changing business scope (Announcement No.: 2022018) is detailed in the company’s designated information disclosure website http://cninfo.com.cn. , also published in
