Securities code: Guangdonghectechnologyholdingco.Ltd(600673) securities abbreviation: Guangdonghectechnologyholdingco.Ltd(600673) No.: Lin 202229 bond Code: 163049 bond abbreviation: 19 dongke 02
Guangdonghectechnologyholdingco.Ltd(600673)
Announcement of resolutions of the 15th meeting of the 11th 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. On March 25, 2022, Guangdonghectechnologyholdingco.Ltd(600673) (hereinafter referred to as “the company”) held the 15th meeting of the 11th board of directors by means of communication voting, and all directors expressed their opinions on the proposal of the meeting by means of communication voting. The provisions of the articles of association and the company law. After deliberation, the following resolutions are formed:
1、 The annual report and summary of the company in 2021 (9 in favor, 0 against and 0 abstention) was reviewed and adopted;
The directors present at the meeting expressed the following confirmation opinions: the board of directors and directors of the company guarantee that the information contained in the 2021 annual report and summary of the company does not contain any false records, misleading statements or major omissions, and bear individual and joint responsibilities for the authenticity, accuracy and completeness of its contents.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 The work report of the board of directors of the company in 2021 (9 in favor, 0 against and 0 abstention) was reviewed and adopted;
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3、 The work report of the general manager of the company in 2021 was reviewed and adopted (9 votes in favor, 0 votes against and 0 abstention);
4、 The company’s 2021 annual financial statement report (9 in favor, 0 against and 0 abstention) was reviewed and adopted;
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5、 The 2021 annual work report of independent directors was reviewed and adopted (9 in favor, 0 against and 0 abstention);
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange www.sse.com on the same day com. cn. Report on work of Guangdonghectechnologyholdingco.Ltd(600673) independent directors in 2021 issued on the.
6、 The plan on profit distribution in 2021 was reviewed and adopted (9 in favor, 0 against and 0 abstention);
According to the audit of Tianjian Certified Public Accountants (special general partnership), the undistributed profit of the parent company at the end of last year was 67483241063 yuan, the net profit of the parent company in 2021 was 285011653422 yuan, the dividend was 0.00 yuan, the surplus reserve was 28501165342 yuan, the profit available for distribution to shareholders at the end of 2021 was 323993729143 yuan, and the capital reserve was 129797037242 yuan.
In view of the fact that in order to meet the company’s development needs, the company has a large amount of investment in projects such as capacitors, batteries and aluminum foil, and the company’s share repurchase in 2019 and 2020 is regarded as a cash dividend of RMB 1008951000. Taking into account the company’s development stage, actual operation, profit level, future cash flow and operating capital demand, in order to ensure the sustainable development of the company, It is suggested that the company will not make profit distribution in 2021, nor convert the capital reserve into share capital. The retained undistributed profits will be used to support the business development and working capital needs of the company.
Based on the share repurchases implemented in 2019 and 2020, it is estimated that the accumulated profits distributed in cash in the last three years (2019, 2020 and 2021) account for 67.19% of the company’s annual distributable profits in the last three years, which is in line with the relevant provisions on cash dividends in the articles of association.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
7、 The proposal on renewing the appointment of Guangdong shentiancheng law firm as the legal adviser of the company was deliberated and adopted (9 votes in favor, 0 votes against and 0 abstention);
The board of directors agreed to renew the appointment of Guangdong shentiancheng law firm as the company’s perennial legal adviser for a period of one year from April 22, 2022 to April 21, 2023.
8、 The proposal on the prediction of daily connected transactions in 2022 (6 votes in favor, 0 against and 0 abstention) was considered and adopted;
In accordance with the rules of procedure for connected transactions, the company’s connected directors, Mr. Zhang Hongwei, Mr. Tang Xinfa and Mr. Li Yitao, abstained from voting. As the amount involved in the transaction is more than 30 million yuan and more than 5% of the company’s net assets, the proposal needs to be submitted to the general meeting of shareholders for deliberation in accordance with the stock listing rules of Shanghai Stock Exchange and the rules of procedure of the general meeting of shareholders.
For details, please refer to the website of Shanghai Stock Exchange www.sse.com on the same day com. cn. Announcement of Guangdonghectechnologyholdingco.Ltd(600673) on the forecast of daily connected transactions in 2022 (p.202231) issued on the.
9、 The proposal on the explanation of the company’s fund occupation was deliberated and adopted (9 votes in favor, 0 votes against and 0 abstention);
For details, please refer to the website of Shanghai Stock Exchange www.sse.com on the same day com. cn. Special audit instructions on the occupation of Guangdonghectechnologyholdingco.Ltd(600673) non operating funds and other related capital transactions issued on
10、 Reviewed and adopted the summary report on the audit work of Tianjian Certified Public Accountants (special general partnership) in 2021 (9 votes in favor, 0 votes against and 0 abstention);
11、 The proposal on renewing the appointment of Tianjian Certified Public Accountants (special general partnership) as the financial audit and internal control audit institution of the company in 2022 (9 votes in favor, 0 votes against and 0 abstention); The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange www.sse.com on the same day com. cn. Announcement of Guangdonghectechnologyholdingco.Ltd(600673) on renewing the appointment of “Tianjian Certified Public Accountants (special general partnership)” as the financial audit and internal control audit institution of the company in 2022 (Lin 202232) issued on the.
12、 The proposal on the prediction of external guarantee amount in 2022 was considered and adopted (9 votes in favor, 0 votes against and 0 abstentions);
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange www.sse.com on the same day com. cn. Announcement of Guangdonghectechnologyholdingco.Ltd(600673) on the forecast of external guarantee amount in 2022 (p.202233) issued on the.
13、 The proposal on the self-evaluation report of the company’s internal control in 2021 (9 votes in favor, 0 votes against and 0 abstention) was deliberated and adopted;
For details, please refer to the website of Shanghai Stock Exchange www.sse.com on the same day com. cn. Internal control evaluation report of Guangdonghectechnologyholdingco.Ltd(600673) 2021 issued on.
14、 The proposal on using idle self owned funds to purchase bank financial products in 2022 was considered and adopted (9 votes in favor, 0 votes against and 0 abstention);
For details, please refer to the website of Shanghai Stock Exchange www.sse.com on the same day com. cn. Announcement of Guangdonghectechnologyholdingco.Ltd(600673) on using idle self owned funds to purchase bank financial products in 2022 (Lin 202234) issued on.
15、 The proposal on developing bill pool business in 2022 (9 in favor, 0 against and 0 abstention) was considered and adopted;
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange www.sse.com on the same day com. cn. Announcement of Guangdonghectechnologyholdingco.Ltd(600673) on carrying out bill pool business in 2022 (p.202235) issued on.
16、 The proposal on the company’s application for loans from financial institutions (9 votes in favor, 0 against and 0 abstention) was deliberated and adopted;
It is agreed that the company applies to banks and other financial institutions for loans with a limit of no more than 3.56 billion yuan, including 2.66 billion yuan of stock renewal loans and 900 million yuan of new bank loans.
17、 The proposal on accounting policy change (9 in favor, 0 against and 0 abstention) was considered and adopted;
For details, please refer to the website of Shanghai Stock Exchange www.sse.com on the same day com. cn. Announcement of Guangdonghectechnologyholdingco.Ltd(600673) on changes in accounting policies (p.202236) issued on.
18、 The proposal on adjusting the members of the 11th board of directors of the company (9 in favor, 0 against and 0 abstention) was deliberated and adopted;
In 2021, the company implemented major asset sales and no longer engaged in pharmaceutical manufacturing business. After full consideration of the company’s current development strategy and business operation, in order to ensure that the board of directors can effectively realize the comprehensive management of the company and improve the strategic decision-making level of the board of directors, the company plans to adjust the composition of the members of the 11th board of directors, as follows:
Due to this membership adjustment, Mr. Tang Xinfa no longer serves as a director of the company. Recommended by Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) Industrial Development Co., Ltd., Mr. Deng Xinhua was elected as the candidate of the 11th board of directors of the company (see the appendix for resume).
After the adjustment of the members of the board of directors, Mr. Tang Xinfa, the director, no longer serves as a director of the company and a member of each Board Committee. The new director candidates have relevant professional knowledge and management experience, which is conducive to the company’s board of directors to make more professional judgments in the future and improve the strategic decision-making level of the board of directors.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
19、 Deliberated and passed the proposal on the appointment of senior managers of the company;
(I) appoint Mr. Chai Zhi as the executive deputy general manager of the company (9 in favor, 0 against and 0 abstention); (II) appoint Mr. Wang Wenjun as the deputy general manager of the company (9 in favor, 0 against and 0 abstention); The term of office of the above senior managers (see the annex for their resumes) is consistent with that of the 11th board of directors, from March 2022 to April 2024.
20、 The proposal on the notice of convening the 2021 annual general meeting of shareholders (9 in favor, 0 against and 0 abstention) was deliberated and adopted;
For details, please refer to the website of Shanghai Stock Exchange www.sse.com on the same day com. cn. Notice of Guangdonghectechnologyholdingco.Ltd(600673) on convening the 2021 annual general meeting of shareholders (p.202237) issued on the.
It is hereby announced!
Guangdonghectechnologyholdingco.Ltd(600673) board of directors March 26, 2022
Attachment: resume
Mr. Deng Xinhua: male, 54 years old, Chinese nationality, without overseas residency, bachelor degree, certified public accountant. From June 2000 to now, he has served as the director and deputy general manager of Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) Industrial Development Co., Ltd; From December 2000 to now, he has served as a director of Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) Huacheng foil Co., Ltd; From December 17, 2004 to now, he has served as a director of Dongguan Guangdonghectechnologyholdingco.Ltd(600673) Industrial Development Co., Ltd; From October 26, 2006 to now, he has served as a director of Beijing Guangdonghectechnologyholdingco.Ltd(600673) Investment Co., Ltd; From May 2008 to April 2018, he served as Guangdonghectechnologyholdingco.Ltd(600673) director.
Mr. Chai Zhi: male, 37 years old, Chinese nationality, without overseas residency, master’s degree. From April 2013 to August 2016, served as the director of product promotion department of New Materials Research Institute of Dongguan Guangdonghectechnologyholdingco.Ltd(600673) science and technology R & D Co., Ltd; From August 2016 to August 2021, served as the executive deputy general manager of Ruyuan Guangdonghectechnologyholdingco.Ltd(600673) fluororesin Co., Ltd; From June 2021 to January 2022, served as assistant to Guangdonghectechnologyholdingco.Ltd(600673) chairman; From August 2021 to now, he has served as the executive deputy general manager of Ruyuan Guangdonghectechnologyholdingco.Ltd(600673) youaixijie refined foil Co., Ltd; From December 2021 to now, he has served as a director of youaixijie Guangdonghectechnologyholdingco.Ltd(600673) (Shaoguan) aluminum Sales Co., Ltd.
Mr. Wang Wenjun: male, 34 years old, Chinese nationality, without the right of abode abroad, with postgraduate education. He worked in Guangdonghectechnologyholdingco.Ltd(600673) securities department in May 2012 as a securities affairs clerk. In March 2013, he participated in the qualification training for the Secretary of the board of directors of Shanghai Stock Exchange and obtained the qualification certificate for the Secretary of the board of directors. From April 2013 to April 2018, he served as the representative of Guangdonghectechnologyholdingco.Ltd(600673) securities affairs. Served as secretary of Guangdonghectechnologyholdingco.Ltd(600673) board of directors since April 2018. From April 2021 to now, he has served as Guangdonghectechnologyholdingco.Ltd(600673) director.
