Securities code: Harbin Air Conditioning Co.Ltd(600202) securities abbreviation: Harbin Air Conditioning Co.Ltd(600202) No.: pro 2022009
Harbin Air Conditioning Co.Ltd(600202)
Announcement of resolutions of the second session of the 8th 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.
● important contents of the board meeting:. ● no director voted against or abstained from voting on the proposal at the meeting. ● all the proposals considered at this board meeting were passed.
1、 Meetings of the board of directors
Harbin Air Conditioning Co.Ltd(600202) (hereinafter referred to as "the company") the notice of the second meeting of the eighth board of directors was sent on March 15, 2022 by telephone, written direct delivery, e-mail, etc. Affected by the epidemic, the meeting was held by means of communication voting on March 25, 2022. 9 directors should attend the meeting, and 9 actually attended the meeting. All supervisors and senior managers attended the meeting as nonvoting delegates. The meeting was presided over by Chairman Tian Dapeng. The convening and convening procedures of the meeting shall comply with the provisions of laws, regulations and the articles of association.
2、 Deliberations of the board meeting
(I) proposal on the provision for asset impairment in 2021
Agree with the proposal of the company on the provision for asset impairment in 2021.
It is agreed that according to the relevant provisions of the accounting standards for business enterprises and the company's accounting policies, the provision for impairment of the assets of the parent company is 573529572 yuan, specifically: the provision for bad debts of accounts receivable is 495966468 yuan; The bad debt provision for notes receivable is 22457558 yuan; The bad debt provision for other receivables is 1777115 yuan; The provision for falling price of inventories is 59320408 yuan, including 48197026 yuan for raw materials and 11123382 yuan for revolving materials; The provision for impairment of contract assets is -5991977 yuan. There is no sign of impairment of long-term equity investment, fixed assets, construction in progress and intangible assets, and there is no need to make provision for impairment.
Affirmative vote: 9, negative vote: 0, abstention vote: 0, pass or not: pass.
(II) proposal on the remuneration of directors and senior managers in 2021
Agree with the proposal on the remuneration of directors and senior managers in 2021 issued by the remuneration and assessment committee of the board of directors of the company.
It is agreed that the remuneration of directors and senior managers of the company in 2021 will be disclosed in the annual report of 2021 after being approved by this meeting.
Affirmative vote: 9, negative vote: 0, abstention vote: 0, pass or not: pass.
(III) profit distribution plan for 2021
Agree to the 2021 profit distribution plan of the company.
According to the audit of China Audit Asia Pacific Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the parent company in 2021 was 6614697878 yuan. After deducting 646262440 yuan of legal surplus reserve withdrawn in the current period and 9788625873 yuan of undistributed profit at the beginning of the year, the profit available for distribution to shareholders was 1575761311 yuan.
Due to the repeated impact of the epidemic, since 2020, the delay of some approved (under construction) projects has led to the delay of payment collection and shortage of funds of the company. It is planned not to carry out dividend distribution in 2021. The above profits available for distribution to shareholders are carried forward to 2022 to supplement the working capital of the company.
It is not planned to convert capital reserve into share capital in 2021.
Affirmative vote: 9, negative vote: 0, abstention vote: 0, pass or not: pass.
(IV) full text and summary of 2021 Annual Report
Agree to the full text and summary of the company's 2021 annual report.
Affirmative vote: 9, negative vote: 0, abstention vote: 0, pass or not: pass.
(V) financial statement report of 2021
Agree to the company's 2021 annual financial statement.
Affirmative vote: 9, negative vote: 0, abstention vote: 0, pass or not: pass.
(VI) 2021 general manager's work report
Agree to the 2021 general manager's work report of the company.
Affirmative vote: 9, negative vote: 0, abstention vote: 0, pass or not: pass.
(VII) work report of the board of directors in 2021
Agree to the 2021 work report of the board of directors of the company.
Affirmative vote: 9, negative vote: 0, abstention vote: 0, pass or not: pass.
(VIII) 2021 annual report of independent directors
Agree to the 2021 annual report of independent directors of the company.
Affirmative vote: 9, negative vote: 0, abstention vote: 0, pass or not: pass.
(IX) internal control evaluation report in 2021
Agree to the 2021 internal control evaluation report of the company.
Affirmative vote: 9, negative vote: 0, abstention vote: 0, pass or not: pass.
(x) proposal on hiring audit institutions in 2022 and audit remuneration in 2021
We agree with the proposal of the audit committee of the board of directors on hiring an audit institution in 2022 and audit remuneration in 2021.
It is agreed to continue to employ China Audit Asia Pacific Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
It is agreed that the remuneration for financial audit services provided by China Audit Asia Pacific Certified Public Accountants (special general partnership) for the company in 2021 is RMB 550000, and the remuneration for internal control audit services in 2021 is RMB 300000.
Affirmative vote: 9, negative vote: 0, abstention vote: 0, pass or not: pass.
（11） Report on performance of duties in 2021
Agree with the 2021 performance report of the audit committee of the board of directors of the company.
Affirmative vote: 9, negative vote: 0, abstention vote: 0, pass or not: pass.
（12） Proposal on changing securities affairs representative
We agree with the proposal on changing the representative of Securities Affairs issued by the board of directors of the company.
Agree to change the securities affairs representative of the company.
Agree to appoint Comrade Zhang Limei as the new securities affairs representative of the company.
For details, see the company's announcement on changing securities affairs representative (Announcement No.: pro 2022013).
Affirmative vote: 9, negative vote: 0, abstention vote: 0, pass or not: pass.
The contents of items (III), (V), (VII), (VIII) and (x) above must be submitted to the general meeting of shareholders of the company for deliberation, and the convening time of the annual general meeting of shareholders in 2021 will be notified separately.
3、 Online announcement attachment
Opinions of independent directors.
Harbin Air Conditioning Co.Ltd(600202) board of directors March 28, 2022
