Securities code: Hainan Haiyao Co.Ltd(000566) securities abbreviation: Hainan Haiyao Co.Ltd(000566) Announcement No.: 2022010 Hainan Haiyao Co.Ltd(000566)
Announcement of resolutions of the 22nd Meeting of the 10th board of directors
The board of directors and all directors of the company guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Hainan Haiyao Co.Ltd(000566) the 22nd Meeting of the 10th board of directors was held by means of communication on March 21, 2022. The notice and documents of the meeting were delivered by e-mail on March 17, 2022. 9 directors should be present at the meeting and 9 directors actually present. The convening of the meeting complies with the relevant provisions of the company law and the articles of association. After careful deliberation by the directors present, the following proposals were adopted:
1、 The proposal on signing the financial service agreement between the company and Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd. was deliberated and adopted
The company plans to renew the financial service agreement with Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd. the service contents include deposit business, settlement business, credit and foreign exchange settlement and sales business, and the agreement is valid for one year.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction. Mr. Pan Dazhong, chairman of the company, Mr. Cai Haojie, director and Mr. Zhao Yuexiang, director are connected directors and have avoided voting on this proposal.
This matter has been approved in advance by the independent directors and has issued independent opinions. For details, please refer to China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (HTTP / / www.cn. Info. Com. CN.) published on the same day Announcement on signing financial service agreement with Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on risk disposal plan for connected transactions with Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd. was reviewed and approved
In order to effectively prevent, timely control and resolve the risks of related party transactions between the company and its subsidiaries and Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd., and ensure the safety of funds, this risk disposal plan is hereby formulated.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction. Mr. Pan Dazhong, chairman of the company, Mr. Cai Haojie, director and Mr. Zhao Yuexiang, director are connected directors and have avoided voting on this proposal.
This matter has been approved in advance by the independent directors and has issued independent opinions. For details, please refer to China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (HTTP / / www.cn. Info. Com. CN.) published on the same day Risk disposal plan for connected transactions with Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd.
Voting results: 6 in favor, 0 against and 0 abstention.
3、 The proposal on the extension of accepting financial assistance from related parties was deliberated and adopted
In order to reduce the overall financing cost of the company and ensure the capital demand of the company's business operation, the company accepts the financial assistance of RMB 850 million provided by Xinxing Jihua pharmaceutical Holding Co., Ltd. and plans to extend the period for one year. Within the above loan limit, the funds can be used on a rolling basis, and the company does not need to provide any mortgage or guarantee for the financial assistance. The funds of this loan extension are mainly used for Hainan Haiyao Co.Ltd(000566) main business and supplementary working capital.
Mr. Cai Haoxiang and Mr. Pan Haojie, the directors of the company, have been disqualified from voting according to the related party trading rules of Shenzhen Stock Exchange.
This matter has been approved in advance by the independent directors and has issued independent opinions. For details, please refer to China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (HTTP / / www.cn. Info. Com. CN.) published on the same day Announcement on accepting the extension of financial assistance from related parties.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 The proposal on providing guarantee for holding subsidiaries was deliberated and adopted
The objects of this guarantee are the holding subsidiaries of the company. The company provides guarantee for the necessary capital needs of each holding subsidiary, which is conducive to the guaranteed company to improve the capital turnover efficiency, further improve its operation efficiency and maintain stable operation. During the guarantee period, the company has the ability to control its operation and management risks, and the financial risks are within the controllable range of the company. The company will make overall arrangements for the financing plan and financing amount according to the progress of each project. The guarantee period is 3 years from the date of deliberation and approval by the general meeting of shareholders. The amount of guarantee provided to each subsidiary is as follows:
No. shareholding ratio of the amount directly or indirectly guaranteed by the guarantor and the guaranteed company (10000 yuan)
1 Haikou Pharmaceutical Factory Co., Ltd. 100% 115000
2 Hainan Haiyao Co.Ltd(000566) Chongqing Tiandi Pharmaceutical Co., Ltd. 82.55% 10000
3. Shanghai lishengte Medical Technology Co., Ltd. and its holding subsidiary 84.67% 5000
4. Hunan Lianqiao Yaodu Pharmaceutical Co., Ltd. 99.29% 30000
5 Yancheng Kaiyuan Pharmaceutical Chemical Co., Ltd. 56.32% 6000
Total 166000
Note: the estimated line of this review does not include the bank credit financing guarantee line that has been considered but not used in previous years, and the guarantee line that has been considered but not expired in previous years is still valid.
For details, please refer to China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (HTTP / / www.cn. Info. Com. CN.) Announcement on providing guarantee for holding subsidiaries.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 The proposal on holding subsidiaries providing guarantees for listed companies was deliberated and adopted
In order to ensure the operation and development needs of the company and meet the working capital needs of production and operation activities, the following holding subsidiaries intend to provide guarantee for Hainan Haiyao Co.Ltd(000566) for a period of three years from the date of deliberation and approval by the general meeting of shareholders. The amount of guarantee provided by each holding subsidiary to Hainan Haiyao Co.Ltd(000566) is as follows:
Number of shares held by the guaranteed company (10000 yuan to 10000 yuan)
1 Haikou Pharmaceutical Factory Co., Ltd. 100% 1500002 Chongqing Tiandi Pharmaceutical Co., Ltd. Hainan Haiyao Co.Ltd(000566) stock 82.55% 60000 Co., Ltd
3 Hainan Haiyao Co.Ltd(000566) Investment Co., Ltd. 100% 30000
Total 240000
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this guarantee has fulfilled the internal approval procedures of the above holding subsidiaries, and this guarantee shall be submitted to the general meeting of shareholders of the company for deliberation. For details, please refer to China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (HTTP / / www.cn. Info. Com. CN.) Announcement on holding subsidiaries providing guarantees for listed companies.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6、 The proposal on the proposed disposal of shares of trading financial assets was deliberated and adopted
According to the company's business development strategy and fund use plan, combined with the situation of the securities market and considering the company's asset allocation and the actual demand for funds for operation and investment activities, the board of directors requests the general meeting of shareholders to authorize the management to dispose of the trading financial assets Guangdong Jinming Machinery Co.Ltd(300281) (Stock Code: Guangdong Jinming Machinery Co.Ltd(300281) ) and Hpgc Renmintongtai Pharmaceutical Corporation(600829) (Stock Code: Hpgc Renmintongtai Pharmaceutical Corporation(600829) ) held by the company. The company will timely disclose relevant information according to relevant requirements.
The above-mentioned disposal of financial assets does not constitute a connected transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. The validity of this proposal is 2022.
This matter has been approved in advance by the independent directors and has issued independent opinions. For details, please refer to the company's publication on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 22nd Meeting of the 10th board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7、 The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Notice on convening the second extraordinary general meeting of shareholders in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced
Hainan Haiyao Co.Ltd(000566) board of directors
March 22, 2002
