Securities code: Meihua Holdings Group Co.Ltd(600873) securities abbreviation: Meihua Holdings Group Co.Ltd(600873) Announcement No.: 2022009 Meihua Holdings Group Co.Ltd(600873)
Announcement of resolutions of the 28th meeting of the 9th 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.
1、 Meetings held
Meihua Holdings Group Co.Ltd(600873) (hereinafter referred to as “the company”) the 28th meeting of the ninth board of directors was held at 9:30 a.m. on March 11, 2022 by means of on-site and communication. There were 5 directors who should attend the meeting and 5 directors who actually attended the meeting. The meeting was presided over by Ms. Wang Aijun, chairman of the board, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the provisions of the company law and the articles of association.
2、 Deliberations of the meeting
After deliberation by all directors present at the meeting, the following proposals were adopted by voting:
1. Listen to the general manager’s 2021 annual work report
Voting: 5 in favor, 0 against and 0 abstention.
2. Proposal on the work report of the board of directors in 2021
Voting: 5 in favor, 0 against and 0 abstention.
3. Proposal on 2021 annual report and its summary
Voting: 5 in favor, 0 against and 0 abstention.
( Meihua Holdings Group Co.Ltd(600873) 2021 annual report and its abstract are available on the website of Shanghai Stock Exchange on the same day http://www.sse.com.cn. (for disclosure)
4. Proposal on 2021 annual financial statement report
According to the audit report issued by Dahua Certified Public Accountants (special general partnership): in 2021, the company realized an operating revenue of 2283689032498 yuan, an increase of 33.94% year-on-year; The net profit attributable to the shareholders of the listed company was 235109166070 yuan, a year-on-year increase of 139.40%. In 2021, the basic earnings per share was 0.76 yuan / share, an increase of 137.50% compared with the previous year.
Voting: 5 in favor, 0 against and 0 abstention.
5. Proposal on 2021 profit distribution plan (plan)
According to the provisions of the articles of association, in order to better repay shareholders, the profit distribution plan (plan) proposed by the company is to distribute cash dividends of 4.0 yuan (including tax) to all shareholders for every 10 shares based on the total share capital registered on the date of equity distribution (deducting the number of shares in the special account for share repurchase), and it is expected to distribute cash dividends of about 1.239 billion yuan (including tax). The plan needs to be submitted to the general meeting of shareholders for deliberation, and the actual amount of distribution shall be subject to the announcement on the implementation of equity distribution issued by the company. If the total share capital of the company changes before the equity registration date of equity distribution, the distribution proportion per share shall remain unchanged and the total distribution shall be adjusted accordingly.
Voting: 5 in favor, 0 against and 0 abstention.
(see the website of Shanghai Stock Exchange on the same day for details) http://www.sse.com.cn. Announcement of Meihua Holdings Group Co.Ltd(600873) 2021 annual profit distribution plan (plan) disclosed on the Announcement No.: 2022010)
6. Proposal on 2022 annual budget plan
In 2022, the company will continue to focus on budget management, take performance appraisal as the main tool to improve management, comprehensively promote the construction of the company’s standardized management system and comprehensively build the human resource management system. It is expected to achieve an operating revenue of about 25.5 billion yuan in 2022.
Voting: 5 in favor, 0 against and 0 abstention.
7. Listen to and review the 2021 annual report of independent directors
Voting: 5 in favor, 0 against and 0 abstention.
(the full text of the 2021 annual report of Meihua Holdings Group Co.Ltd(600873) independent directors was posted on the website of Shanghai Stock Exchange on the same day.) http://www.sse.com.cn. (for disclosure)
Items 7 to 2 above still need to be submitted to the shareholders’ meeting for deliberation.
8. Proposal on internal control evaluation report in 2021
Voting: 5 in favor, 0 against and 0 abstention.
(the full text of Meihua Holdings Group Co.Ltd(600873) 2021 annual internal control evaluation report was posted on the website of Shanghai Stock Exchange on the same day.) http://www.sse.com.cn. (for disclosure)
9. Proposal on internal control audit report in 2021
Voting: 5 in favor, 0 against and 0 abstention.
(the full text of Meihua Holdings Group Co.Ltd(600873) internal control audit report was posted on the website of Shanghai Stock Exchange on the same day.) http://www.sse.com.cn. (for disclosure)
10. Proposal on the 2021 annual social responsibility report of the company
Voting: 5 in favor, 0 against and 0 abstention.
(the full text of Meihua Holdings Group Co.Ltd(600873) 2021 annual social responsibility report was posted on the website of Shanghai Stock Exchange on the same day.) http://www.sse.com.cn. (for disclosure)
11. Proposal on the performance report of the audit committee in 2021
Voting: 5 in favor, 0 against and 0 abstention.
(the full text of the 2021 performance report of Meihua Holdings Group Co.Ltd(600873) audit committee was posted on the website of Shanghai Stock Exchange on the same day.) http://www.sse.com.cn. (for disclosure)
12. Proposal on the estimated total amount of financing from financial institutions by the company in 2022
The company plans to finance from financial institutions in 2022: the actual financing balance planned by the company will not exceed RMB 7 billion (excluding direct financing such as bonds), of which the actual financing balance planned by the parent company will not exceed RMB 4 billion (excluding direct financing such as bonds). The company will adjust and use the total financing amount among financial institutions according to the actual situation, The specific financing amount of each financial institution shall be subject to the contract signed between the company and it.
The board of directors agrees that from the date of deliberation and approval of this board of directors to the date of the next annual meeting of the board of directors, the board of directors will not hold a separate meeting when handling each specific financing business within the above total financing limit, and authorizes Mr. He Jun, the general manager of the company, to sign relevant documents and handle financing procedures within the financing limit.
Voting: 5 in favor, 0 against and 0 abstention.
13. Proposal on providing guarantee to wholly-owned subsidiaries in 2022
The company plans to provide guarantee (including stock) to the wholly-owned subsidiary in 2022: the actual guarantee balance provided by the company to the wholly-owned subsidiary Tongliao Meihua Holdings Group Co.Ltd(600873) Technology Co., Ltd. in 2022 shall not exceed RMB 1.4 billion, and the actual guarantee balance provided to the wholly-owned subsidiary Xinjiang Meihua amino acid Co., Ltd. shall not exceed RMB 1 billion, The actual guarantee balance provided to the wholly-owned subsidiary Jilin Meihua amino acid Co., Ltd. shall not exceed RMB 1.2 billion, the actual guarantee balance provided to the wholly-owned subsidiary Meihua Group International Trade (Hong Kong) Co., Ltd. shall not exceed the equivalent of RMB 1 billion, and the actual guarantee balance provided to the wholly-owned subsidiary Tongliao Jianlong Acid Co., Ltd. shall not exceed RMB 500 million, The actual guarantee balance provided to the wholly-owned subsidiary Langfang Meihua seasoning Food Co., Ltd. shall not exceed RMB 30 million.
Within the above guarantee limit, the board of directors will not be held separately for each guarantee, and Mr. He Jun, the general manager of the company, is authorized to sign relevant documents and handle guarantee procedures within the guarantee limit. The authorization period starts from the date of the general meeting of shareholders who passed the guarantee proposal to the date of the next annual general meeting of shareholders.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting: 5 in favor, 0 against and 0 abstention.
(see the website of Shanghai Stock Exchange on the same day for details) http://www.sse.com.cn. Announcement of Meihua Holdings Group Co.Ltd(600873) on providing guarantee to wholly-owned subsidiaries in 2022 (Announcement No.: 2022011)
14. Proposal on carrying out financial derivatives trading business
The settlement currency of the company’s export business is mainly US dollars, so the fluctuation of RMB exchange rate against US dollars will have a certain impact on the company’s production and operation. In 2021, the total export volume of the company was USD 970 million, and at present, the company is still developing new foreign customers, and the sales revenue in foreign regions will continue to increase. Therefore, it is necessary to carry out financial derivatives business to avoid the uncertainty risk of exchange rate fluctuations on the main business income. With the development of the company’s business, it is an inevitable choice for the company to carry out multi currency and multi-channel financing. Foreign currency financing also needs to avoid the risk of exchange rate and interest rate fluctuations. Therefore, the company and its holding subsidiaries plan to carry out financial derivatives trading business with a nominal principal of no more than US $1.3 billion (excluding the existing stock of US $130 million) or equivalent foreign currencies in multiple batches in 2022, and operate flexibly within this limit. Financial derivatives include but are not limited to forward, options, swaps, futures and other products. Reasonable operation of financial derivatives business can effectively reduce and avoid risks caused by foreign exchange settlement, exchange rate and interest rate fluctuations.
The matter still needs to be submitted to the general meeting of shareholders for deliberation. The board of directors of the company requests the general meeting of shareholders. From the date when this proposal is deliberated and adopted by the general meeting of shareholders to the date of the next annual general meeting of shareholders, within the limit, the board of directors of the company authorizes the management to organize the implementation, and the chief financial supervisor of the company is responsible for guiding the specific operation of the financial department.
Voting: 5 in favor, 0 against and 0 abstention.
(see the website of Shanghai Stock Exchange on the same day for details) http://www.sse.com.cn. Announcement of Meihua Holdings Group Co.Ltd(600873) on carrying out financial derivatives trading business (Announcement No.: 2022012)
15. Proposal on using idle self owned funds to purchase financial products
In order to improve the use efficiency of the company’s own funds, the company plans to purchase financial products with idle own funds. In 2022, the company (including holding subsidiaries) plans to use idle self owned funds to purchase financial products with a balance of no more than RMB 3.5 billion. The purchase period is mainly short-term varieties within one year, including but not limited to commercial banks, financial subsidiaries of commercial banks, securities companies, fund companies, trust companies, asset management companies All kinds of financial products and shares issued by legal compliance institutions such as investment companies, purchase stocks and interest rate bonds such as treasury bonds, national development bonds and agricultural development bonds, and purchase all kinds of credit bonds whose issuer rating or debt rating has obtained China’s AA grade or above, as well as other compliance products recognized by the first bank, the two sessions and the local financial office. The annualized yield of the above products is expected to be higher than the bank demand deposit interest rate in the same period.
Within the above limit, the general meeting of shareholders shall authorize the board of directors of the company to organize the implementation, the chief financial officer of the company shall be responsible for guiding the specific operation of the financial department, and the operation plan shall be submitted to the deputy general manager in charge and the general manager for final approval. The above authorization is from the date when the proposal is considered and approved by the general meeting of shareholders to the date of the next annual general meeting of shareholders. Voting: 5 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(see the website of Shanghai Stock Exchange on the same day for details) http://www.sse.com.cn. Announcement of Meihua Holdings Group Co.Ltd(600873) on purchasing financial products with idle self owned funds in 2022 (Announcement No.: 2022013)
16. Proposal on daily connected transactions in 2022
The company plans to sell adenosine and purchase raw materials to Tongliao Desheng Biotechnology Co., Ltd. (hereinafter referred to as “Tongliao Desheng”), a joint-stock subsidiary. The transaction period is from January 2022 to December 2022, and the estimated transaction amount is about 120 million yuan.
Tongliao Desheng is a joint-stock subsidiary of the company. Tongliao Meihua Holdings Group Co.Ltd(600873) Technology Co., Ltd., a wholly-owned subsidiary of the company, holds 49% of its equity. Chang Libin, the supervisor of the company, is also the supervisor of Tongliao Desheng. According to article 6.3.3 of the Listing Rules of Shanghai Stock Exchange, Tongliao Desheng is an affiliated legal person of the company, and the above transactions constitute affiliated transactions.
The above transactions are daily operating related party transactions, which do not need to be submitted to the general meeting of shareholders for deliberation according to the provisions of the articles of association.
Voting: 5 in favor, 0 against and 0 abstention.
(see the website of Shanghai Stock Exchange on the same day for details) http://www.sse.com.cn. Announcement of Meihua Holdings Group Co.Ltd(600873) on the prediction of daily connected transactions in 2022 (Announcement No.: 2022014)
17. Proposal on changes in accounting policies
On December 30, 2021, the Ministry of Finance issued the interpretation of accounting standards for Business Enterprises No. 15 (CAI Kuai [2021] No. 35) (hereinafter referred to as “Interpretation No. 15” or “interpretation”), which requires “accounting treatment for the external sales of products or by-products produced before the fixed assets reach the expected usable state or in the process of research and development” The content of “judgment on loss contract” shall come into force as of January 1, 2022. According to the interpretation requirements, the company will implement Interpretation No. 15 from January 1, 2022.
According to the requirements of Interpretation No. 15, with regard to the accounting treatment of the external sales of products or by-products produced before the fixed assets reach the expected serviceable state or in the process of research and development, the enterprise shall make retroactive adjustment in accordance with the provisions of the interpretation for the trial operation sales between the beginning of the earliest period for the presentation of the financial statements subject to the interpretation for the first time and the implementation date of the interpretation; If the retroactive adjustment is not feasible, the enterprise shall apply the provisions of interpretation from the beginning of the earliest period of retroactive adjustment, and disclose the specific reasons for the failure of retroactive adjustment in the notes.
With regard to the judgment of loss making contracts, enterprises should
