Securities code: Guangdong Chaohua Technology Co.Ltd(002288) securities abbreviation: Guangdong Chaohua Technology Co.Ltd(002288) Announcement No.: 2022014 Guangdong Chaohua Technology Co.Ltd(002288)
Announcement of resolutions of the 10th meeting of the 6th 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.
1、 Meetings of the board of directors
Guangdong Chaohua Technology Co.Ltd(002288) (hereinafter referred to as “the company”) the notice of the 10th meeting of the 6th board of directors was sent by e-mail on Friday, March 11, 2022. The meeting was held at 15:00 p.m. on Tuesday, March 29, 2022 in the conference room of Chaohua building, No. 19 Xianzi South Road, Meixian District, Meizhou City, Guangdong Province in the form of on-site communication meeting and open vote. Nine directors should attend the meeting and nine actually attended. The meeting was presided over by the chairman, Mr. Liang Jianfeng, and the supervisors and senior executives of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law, the articles of association and other relevant provisions, and the resolutions of the meeting were legal and effective. 2、 Consideration of proposals at the board meeting
After careful consideration by the directors attending the meeting, the following resolutions were adopted by open ballot:
1. The meeting deliberated and adopted the proposal on the president’s work report in 2021 by 9 votes in favor, 0 against and 0 abstention;
2. The meeting deliberated and adopted the proposal on the work report of the board of directors in 2021 by 9 votes in favor, 0 against and 0 abstention;
For details of the work report of the board of directors in 2021, see “section III Management Discussion and analysis” of the annual report in 2021.
Qiang Changwen, Shao Xijuan and Xu Jinhuan, the independent directors of the company, respectively submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
See cninfo.com on March 31, 2022 for details of the report on the work of independent directors in 2021
3. The meeting deliberated and adopted the proposal on the annual report of 2021 and the summary of the annual report of 2021 by 9 affirmative votes, 0 negative votes and 0 abstention votes;
The company has completed the preparation and deliberation of the 2021 annual report in strict accordance with the provisions of the securities law and the stock listing rules of Shenzhen Stock Exchange and according to its actual situation. The directors, senior managers and supervisors of the company signed written confirmation opinions on the report, and the board of supervisors issued written review opinions.
Independent directors expressed independent opinions on the matter.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
The details of the summary of the annual report for 2021 (Announcement No.: 2022016) are detailed in the securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on March 31, 2022; The specific contents of the annual report of 2021 and the independent opinions of independent directors on matters related to the 10th meeting of the sixth board of directors are detailed in cninfo.com.cn on March 31, 2022.
4. The meeting deliberated and adopted the proposal on the financial statement report of 2021 by 9 votes in favor, 0 against and 0 abstention;
In 2021, the company realized operating income of 247237830420 yuan, net profit attributable to shareholders of listed company of 7188593374 yuan and basic earnings per share of 0.0772 yuan. As of December 31, 2021, the total assets of the company were 366533795608 yuan and the owner’s equity attributable to shareholders of listed company was 165379577782 yuan. The financial report issued by the above-mentioned general Certified Public Accountants (allida) refers to the financial report issued by the above-mentioned general certified public accountants.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5. The meeting deliberated and adopted the proposal on profit distribution plan for 2021 by 9 votes in favor, 0 against and 0 abstention;
According to the audit report issued by Lianda Certified Public Accountants (special general partnership), in 2021, the company realized a net profit of 7188593374 yuan attributable to the shareholders of the listed company, and the parent company realized a net profit of 9522424392 yuan. By the end of 2021, the profit available for distribution to shareholders of the parent company was -2114280969 yuan. By the end of 2021, the profit available to shareholders of the parent company is negative. In order to improve the company’s industrial layout and promote product upgrading, the company will accelerate the implementation of copper foil and copper clad laminate construction projects, and is expected to have large capital expenditure. According to the relevant provisions of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association, after comprehensively considering the company’s profit prospect, asset status, future project capital demand On the premise of market environment and other factors, the company’s profit distribution plan for 2021 is as follows:
Do not distribute cash dividends, bonus shares or increase share capital with accumulation fund.
The above profit distribution plan complies with the provisions and requirements of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association. The profit distribution plan for 2021 was put forward by the board of directors of the company based on the actual situation of the company, which is in line with the interests of the company and does not harm the interests of investors, especially small and medium-sized investors. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
The independent directors of the company expressed independent opinions on this matter.
See http://www.cn.info.com.cn.cn on March 31, 2022 for details of independent directors’ independent opinions on matters related to the 10th meeting of the 6th board of directors.
6. The meeting considered and adopted the proposal on the self-evaluation report on internal control in 2021 by 9 votes in favor, 0 against and 0 abstention;
The independent directors of the company expressed independent opinions on the matter.
The specific contents of the self-evaluation report on internal control in 2021 and the independent opinions of independent directors on matters related to the 10th meeting of the sixth board of directors are detailed in cninfo.com.cn on March 31, 2022.
7. The meeting considered and adopted the proposal on the self inspection form for the implementation of internal control rules by 9 votes in favor, 0 votes against and 0 abstentions;
The independent directors of the company expressed independent opinions on the matter.
The specific contents of the self inspection form for the implementation of internal control rules and the independent opinions of independent directors on matters related to the 10th meeting of the sixth board of directors are detailed in cninfo.com.cn on March 31, 2022.
8. The meeting deliberated and adopted the proposal on the prediction of the guarantee amount of the company and its subsidiaries by 9 votes in favor, 0 against and 0 abstention;
In order to meet the normal production and operation needs of the company and its subsidiaries within the scope of consolidated statements (hereinafter referred to as “subsidiaries”), ensure the smooth flow of funds, strengthen the daily management of external guarantee of the company and its subsidiaries, and enhance the planning and rationality of external guarantee of the company and its subsidiaries, the total amount of guarantee provided by the company for subsidiaries, mutual guarantee between subsidiaries and guarantee provided by subsidiaries to the parent company shall not exceed 5 billion yuan, Among them, the guarantee amount to the guarantee object with asset liability ratio of more than 70% is no more than 2 billion yuan, and the guarantee amount to the guarantee object with asset liability ratio of less than 70% is no more than 3 billion yuan. The scope of guarantee includes but is not limited to applying for comprehensive credit, borrowing, financial leasing and other financing businesses. The types of guarantee include general guarantee, joint and several liability guarantee, mortgage, pledge, etc.
The specific amount of guarantee provided by the company for subsidiaries, mutual guarantee between subsidiaries and guarantee provided by subsidiaries to the parent company shall be distributed according to the actual situation within the above limit. The above guarantee limit includes new guarantee and extension or renewal of original guarantee. The actual guarantee amount shall be subject to the guarantee contract finally signed. Within the above limit, the company and its subsidiaries need to handle the business within the above guarantee scope due to business needs, and there is no need to hold a separate board of directors or shareholders’ meeting for deliberation.
The application period of the above guarantee limit is from the approval of the 2021 annual general meeting of shareholders to the re approval of the guarantee limit by the 2022 annual general meeting of shareholders, and authorizes the company’s management to implement relevant matters within the limit, and authorizes the chairman of the company or the authorized agent designated by the chairman of the board to sign relevant agreements and documents.
The independent directors of the company expressed independent opinions on this matter.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
The announcement on the prediction of the guarantee amount of the company and its subsidiaries (Announcement No.: 2022017) is detailed in the securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on March 31, 2022; See http://www.cn.info.com.cn.cn on March 31, 2022 for details of independent directors’ independent opinions on matters related to the 10th meeting of the 6th board of directors. 9. The meeting deliberated and adopted the proposal on the application for financing limit by the company and its subsidiaries with 9 affirmative votes, 0 negative votes and 0 abstention votes;
In order to ensure the normal development of the financing business in the business activities of the company and its subsidiaries within the scope of consolidated statements (hereinafter referred to as “subsidiaries”), simplify the approval procedures and improve the operation efficiency, and in combination with the needs of the further development of the company and its subsidiaries, the company and its subsidiaries intend to apply to financial institutions and other financing institutions for comprehensive credit (mainly for working capital loans, bank acceptance bills, letter of guarantee, letter of credit and other businesses), loans The total amount of financial leasing and other financing businesses shall not exceed RMB 5 billion (of which the financing scale of financial leasing shall not exceed RMB 1 billion), and within the scope of the limit, the mortgage, pledge and other procedures of relevant assets shall be handled for the above financing according to the requirements of financing institutions. The applicable period is from the deliberation and approval of the 2021 annual general meeting of shareholders to the re approval of the limit by the 2022 annual general meeting of shareholders, With reference to the interest rate stipulated by the people’s Bank of China, the loan interest rate shall be determined through consultation between the company and its subsidiaries and the financing cooperation institution, and the chairman or the authorized agent designated by the chairman shall be authorized to sign relevant agreements and documents with the financing cooperation institution according to the capital demand within the limit. For the specific financing projects within the limit, the company will not hold another board of directors or shareholders’ meeting for deliberation.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
10. The meeting deliberated and adopted the proposal on related party transactions of deposit, settlement and comprehensive credit business in Meizhou Merchants Bank Co., Ltd. with 6 affirmative votes, 0 negative votes and 0 abstention votes;
The company (including subsidiaries within the scope of consolidated statements, the same below) plans to handle deposits, daily settlement (including but not limited to employee salary, bonus, external payment and collection business, etc.) and apply for comprehensive credit business (mainly used for working capital loan, bank acceptance bill, letter of guarantee, letter of credit and other businesses) in Meizhou Merchants Bank Co., Ltd. (hereinafter referred to as “Meizhou Merchants Bank”), and according to the requirements of financial institutions, Handle mortgage, pledge and other procedures of relevant assets for credit business. In the above businesses, the upper limit of the daily balance of the deposit form formed by the storage and settlement business shall not exceed 1 billion yuan, and the limit of the application for comprehensive credit business shall not exceed 300 million yuan. The specific amount will be determined according to the actual needs of the company and the relevant provisions of the articles of association of Meizhou Merchants Bank Co., Ltd. The application period of the above quota is from the approval of the 2021 annual general meeting of shareholders to the approval of the new quota by the 2022 annual general meeting of shareholders. The deposit and loan interest rate, settlement rate and service fee shall be determined by both parties through negotiation according to the market price based on the national regulations. The deposit interest rate shall not be lower than the benchmark interest rate stipulated by the people’s Bank of China in the same period, nor lower than the interest rate of the same kind of deposit and loan services provided by other similar local financial institutions in the same period; The cost of settlement and other services shall not be higher than the charging standard of similar services provided by other similar local financial institutions; The loan interest rate refers to the interest rate stipulated by the people’s Bank of China and is determined by the company through consultation with Meizhou Merchants Bank.
The company holds 17.6% of the equity of Meizhou Merchants Bank. Mr. Liang Hong, vice chairman and President of the company, serves as the director of Meizhou Merchants Bank. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Meizhou Merchants Bank is recognized as the company’s affiliated legal person, and the company handles deposit and settlement business in Meizhou Merchants Bank, forming a connected transaction. In addition, Mr. Liang Hong has a father son relationship with Mr. Liang Jianfeng, the chairman, the controlling shareholder and one of the actual controllers of the company, Mr. Liang Wei, the director and vice president of the company, and Mr. Liang Junfeng, another controlling shareholder and actual controller of the company, and Mr. Liang Jianfeng, Mr. Liang Hong and Mr. Liang Wei are acting in concert.
Mr. Liang Jianfeng, Mr. Liang Hong and Mr. Liang Wei, affiliated directors of the company, abstained from voting.
The independent directors expressed their prior approval opinions and independent opinions on the matter.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
The specific contents of the announcement on related party transactions of deposit, settlement and comprehensive credit business in Meizhou Merchants Bank Co., Ltd. (Announcement No.: 2022018) are detailed in the securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on March 31, 2022; The specific contents of the prior approval opinions of independent directors on matters related to the 10th meeting of the 6th board of directors and the independent opinions of independent directors on matters related to the 10th meeting of the 6th board of directors are detailed in cninfo.com.cn on March 31, 2022.
11. The meeting deliberated and adopted the proposal on the estimation of the trading limit of financial derivatives by 9 votes in favor, 0 against and 0 abstention;
In order to meet the business needs of the company and its subsidiaries and within the scope of risk control, the company and its subsidiaries within the scope of consolidated statements intend to prudently carry out financial derivatives business with a total amount of no more than RMB 300 million or equivalent foreign currency, and authorize the company’s management to implement the above-mentioned financial derivatives trading business within the scope of the limit. The use period of the above quota is valid within 12 months from the date of this deliberation and approval by the board of directors of the company. Within the validity period of the above quota and resolution, it can be recycled and used. If the duration of a single transaction exceeds the validity of the resolution, the review procedures shall be performed before the expiration of the validity
