Securities code: Anhui Ankai Automobile Co.Ltd(000868) securities abbreviation: Anhui Ankai Automobile Co.Ltd(000868) Announcement No.: 2022014 Anhui Ankai Automobile Co.Ltd(000868)
Announcement of resolutions of the 13th 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.
Anhui Ankai Automobile Co.Ltd(000868) (hereinafter referred to as “the company”) the 13th meeting of the 8th board of directors was notified in writing and by telephone on March 8, 2022 and held on site on March 18, 2022. There are 9 directors who should participate in the voting at the meeting, and 9 actually participate in the voting. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening procedures of this meeting comply with the relevant provisions of the company law and the articles of association, and the meeting is legal and effective. The meeting was presided over by Mr. Dai Maofang, chairman of the company. After careful deliberation, the following proposals were adopted and resolutions were formed at this meeting:
1、 The work report of the board of directors in 2021 was reviewed and approved, and this report will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
See the main contents of the work report of the board of directors of the company in 2021 published on cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）Relevant contents of “section IV corporate governance” in Anhui Ankai Automobile Co.Ltd(000868) 2021 annual report.
Voting results: 9 in favor, 0 against and 0 abstention
2、 Review and approve the 2021 general manager’s work report.
Voting results: 9 in favor, 0 against and 0 abstention
3、 The proposal on 2021 annual report and summary was deliberated and passed, and the proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(for the summary of the annual report, please refer to the summary of the annual report of 2021 numbered 2022016 disclosed on the same day as this announcement. For the full text of the annual report, please refer to www.cn.info.com.cn.)
Voting results: 9 in favor, 0 against and 0 abstention
4、 The financial final accounts of 2021 and the financial budget report of 2022 were reviewed and approved, and this report will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention
5、 The plan on profit distribution in 2021 was reviewed and approved, and the plan will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Audited by Rongcheng Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company in the consolidated financial statements of the company in 2021 is -26418771271 yuan, and the undistributed profit at the end of the period is -106818558086 yuan; The parent company realized a net profit of -23963586089 yuan and an undistributed profit of -1077876919 yuan at the end of the period. In view of the negative accumulated profits available for distribution to shareholders, according to the relevant provisions of the company law and the articles of association: the company does not meet the conditions for profit distribution in 2021. Therefore, the company plans not to distribute profits or convert capital reserve into share capital in this year.
The board of Directors believes that the profit distribution plan complies with the provisions of relevant accounting standards for business enterprises and relevant policies. Voting results: 9 in favor, 0 against and 0 abstention
6、 Review and approve the proposal on the company’s 2021 annual internal control evaluation report.
(please refer to www.cn.info.com.cn. For details of the report)
Voting results: 9 in favor, 0 against and 0 abstention
7、 The proposal on the company’s application for comprehensive credit in 2022 was deliberated and passed, and this proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(for details, please refer to the announcement on the company’s application for comprehensive credit in 2022, No. 2022017, disclosed on the same day of this announcement)
Voting results: 9 in favor, 0 against and 0 abstention
8、 The proposal on providing automobile repurchase guarantee for customers in 2022 was deliberated and passed, and this proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(for details, please refer to the announcement on the company’s provision of automobile repurchase guarantee for customers in 2022, No. 2022018, disclosed on the same day of this announcement)
Voting results: 9 in favor, 0 against and 0 abstention
9、 The proposal on the company’s cooperation with Zhong’an automobile leasing company to provide customers with automobile repurchase guarantee and related party transactions in 2022 was deliberated and passed. This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The content of this proposal involves related party transactions. The independent directors of the company reviewed this proposal in advance, expressed independent opinions and agreed to the proposal.
(for details, please refer to the announcement on the company’s cooperation with Zhong’an automobile leasing company to provide customers with automobile repurchase guarantee and related party transactions in 2022, No. 2022019, disclosed on the same day of this announcement)
Related directors Mr. Dai Maofang, Mr. Liu Yong, Mr. Li Yongxiang, Mr. Wang Delong, Mr. Jiang Han and Mr. Ma Chao abstained from voting.
Voting results: 3 in favor, 0 against and 0 abstention
10、 The proposal on the company’s cooperation with JAC guarantee company to provide automobile repurchase guarantee and related party transactions for customers in 2022 was deliberated and passed. This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The content of this proposal involves related party transactions. The independent directors of the company reviewed this proposal in advance, expressed independent opinions and agreed to the proposal.
(for details, please refer to the announcement on the company’s cooperation with JAC guarantee company to provide customers with automobile repurchase guarantee and related party transactions in 2022, No. 2022020, disclosed on the same day of this announcement)
The content of this proposal involves related party transactions. The independent directors of the company reviewed this proposal in advance, expressed independent opinions and agreed to the proposal. Related directors Mr. Dai Maofang, Mr. Liu Yong, Mr. Li Yongxiang and Mr. Wang Delong abstained from voting.
Voting results: 5 in favor, 0 against and 0 abstention
11、 The proposal on withdrawing the provision for asset impairment in 2021 was reviewed and passed, and the proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the announcement on the provision for asset impairment in 2021 (No. 2022021) disclosed on the same day as this announcement.
Voting results: 9 in favor, 0 against and 0 abstention
12、 The proposal on the proposed signing of factoring business contract and related party transactions was deliberated and passed, and the proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the announcement on the proposed signing of factoring contracts and related party transactions (No. 2022022) disclosed on the same day as this announcement.
Related directors Mr. Jiang Han and Mr. Ma Chao avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention
13、 The proposal on daily connected transactions (I) expected in 2022 was deliberated and adopted one by one. 1. Proposal on related party transactions between the company and Anhui Zhong’an Automobile Finance Leasing Co., Ltd
Related directors Mr. Dai Maofang, Mr. Liu Yong, Mr. Li Yongxiang, Mr. Wang Delong, Mr. Jiang Han and Mr. Ma Chao abstained from voting.
Voting results: 3 in favor, 0 against and 0 abstention
2. Proposal on related party transactions between the company and Lu’an Huimin Public Transport Co., Ltd
Related directors Mr. Jiang Han and Mr. Ma Chao avoided voting.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
Voting results: 7 in favor, 0 against and 0 abstention
For details, please refer to the announcement on the expected daily connected transactions (I) in 2022 (No. 2022023) disclosed on the same day as this announcement.
14、 The proposal on the expected daily connected transactions (II) in 2022 was deliberated and adopted.
For details, please refer to the announcement on expected daily connected transactions (II) in 2022 (No. 2022024) disclosed on the same day as this announcement.
Related directors Mr. Dai Maofang, Mr. Liu Yong, Mr. Li Yongxiang and Mr. Wang Delong abstained from voting.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
Voting results: 5 in favor, 0 against and 0 abstention
15、 The proposal on providing guarantee for comprehensive credit of subsidiaries was reviewed and approved, and this proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(for details, please refer to the announcement on providing guarantee for comprehensive credit of subsidiaries (No. 2022025) disclosed on the same day of this announcement)
Voting results: 9 in favor, 0 against and 0 abstention
16、 The special report on the deposit and use of raised funds in 2021 was reviewed and approved, and this report will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(please refer to www.cn.info.com.cn. For details of the report)
Voting results: 9 in favor, 0 against and 0 abstention
17、 The proposal on applying for Entrusted loan from the controlling shareholder Anhui Jianghuai Automobile Group Corp.Ltd(600418) was deliberated and passed, which will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(for details, please refer to the announcement on applying for Entrusted loan from the controlling shareholder Anhui Jianghuai Automobile Group Corp.Ltd(600418) No. 2022026 disclosed on the same day of this announcement)
Related directors Mr. Dai Maofang, Mr. Li Yongxiang, Mr. Liu Yong and Mr. Wang Delong withdrew from voting.
Voting results: 5 in favor, 0 against and 0 abstention
18、 The proposal on carrying out financial leasing business and related party transactions with Zhong’an automobile leasing company was deliberated and passed, and this proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(for details, please refer to the announcement on carrying out financial leasing business and related party transactions with Zhong’an automobile leasing company (No. 2022027) disclosed on the same day of this announcement)
The content of this proposal involves related party transactions. The independent directors of the company reviewed this proposal in advance, expressed independent opinions and agreed to the proposal. Related directors Mr. Dai Maofang, Mr. Liu Yong, Mr. Li Yongxiang, Mr. Wang Delong, Mr. Jiang Han and Mr. Ma Chao abstained from voting.
Voting results: 3 in favor, 0 against and 0 abstention
19、 The proposal on carrying out financial leasing business with non related parties was deliberated and passed, which will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(for details, please refer to the announcement on carrying out financial leasing business with non related parties (No. 2022028) disclosed on the same day of this announcement)
Voting results: 9 in favor, 0 against and 0 abstention
20、 The proposal on carrying out creditor’s rights transfer business and related party transactions with Zhong’an assets Co., Ltd. was deliberated and passed, and this proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(for details, please refer to the announcement on carrying out creditor’s rights transfer business and related party transactions with Zhong’an assets company (No. 2022029) disclosed on the same day of this announcement)
The content of this proposal involves related party transactions. The independent directors of the company reviewed this proposal in advance, expressed independent opinions and agreed to the proposal. Related directors Mr. Jiang Han and Mr. Ma Chao avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention
21、 The proposal on the company’s handling of accounts receivable pledge business in 2022 was deliberated and passed, and this proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(for details, please refer to the announcement on the company’s handling of accounts receivable pledge business in 2022, No. 2022030, disclosed on the same day as this announcement)
Voting results: 9 in favor, 0 against and 0 abstention
22、 The proposal on using self owned idle funds for investment and financial management was deliberated and passed, and this proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(for details, please refer to the announcement on investment and financial management with self owned idle funds (No. 2022031) disclosed on the same day of this announcement)
Voting results: 9 in favor, 0 against and 0 abstention
23、 The proposal on renewing the appointment of accounting firms was deliberated and passed, which will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(for details, please refer to the announcement on the renewal of accounting firm No. 2022032 disclosed on the same day of this announcement).
Voting results: 9 in favor, 0 against and 0 abstention
24、 The report on the work of independent directors of the company in 2021 was reviewed and approved, and this report will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(please refer to www.cn.info.com.cn. For details of the report)
Voting results: 9 in favor, 0 against and 0 abstention
25、 The board of directors authorized the management and general manager to report to the board of directors. (please refer to www.cn.info.com.cn. For details of the report)
Voting results: 9 in favor, 0 against and 0 abstention
26、 The proposal on nominating candidates for independent directors of the eighth board of directors of the company was deliberated and adopted. Whereas Ms. Zhao Huifang, an independent director of the company, has resigned as an independent director of the company and a member of the audit committee and the remuneration and assessment committee of the board of directors due to the expiration of her term of office. In accordance with the company law, the articles of association and other provisions, upon the recommendation of the board of directors and the review of the qualifications of independent director candidates by the nomination committee of the board of directors, the board of directors agreed to nominate Mr. Du Pengcheng as the independent director candidate of the eighth board of directors of the company. The term of office is from the date of deliberation and approval by the general meeting of shareholders to the expiration of the term of office of the eighth board of directors.
Mr. Du Pengcheng, the candidate for independent director, has not obtained the qualification certificate of independent director, and has promised to participate in the latest independent director training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange.
The independent directors of the company expressed their consent to the nomination of Mr. Du Pengcheng as an independent director candidate of the eighth board of directors of the company
