Securities code: 301256 securities abbreviation: Huarong chemical Announcement No.: 2022004
Huarong Chemical Co., Ltd
Announcement of resolutions of the 12th meeting of the first 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.
The notice of the 12th meeting of the first board of directors of Huarong Chemical Co., Ltd. (hereinafter referred to as “the company”) was notified to all directors of the company by e-mail on March 29, 2022. The meeting was held at 9:00 on April 1, 2022 in the conference room on the 18th floor of New Hope Liuhe Co.Ltd(000876) Zhongding international by on-site combined with communication voting. There are 6 directors who should attend the meeting and 6 directors who actually attend the meeting (including Shao Jun, Li Jianxiong, Zhang Minggui, Yao Ning and bu Xinping). The meeting was presided over by Mr. Shao Jun, chairman of the board of directors, and the supervisors of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the provisions of the company law, the articles of association and relevant laws and regulations. The voting method of the meeting is open ballot.
1、 After careful deliberation by the directors attending the meeting, the following proposals were adopted
(I) the proposal on Amending the articles of association of Huarong Chemical Co., Ltd. was deliberated and adopted
After deliberation, all directors unanimously agreed to change the company’s registered capital, company type, amend some contents of the articles of association, and submit to the general meeting of shareholders to authorize the board of directors to handle the industrial and commercial changes after the amendment of the articles of association in accordance with the issuance and listing of shares, the guidelines for the articles of association of listed companies and other laws, regulations and normative documents.
For details, please refer to the announcement on changing the company’s registered capital, company registration type, amending the articles of association and handling the industrial and commercial change registration (Announcement No.: 2022001) disclosed by the company on cninfo.com on the same day
The revised articles of association are detailed in the company’s website on the same day（ http://www.cn.info.com.cn./ ）The articles of association of Huarong Chemical Co., Ltd.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(II) the proposal on using some over raised funds to permanently supplement working capital was deliberated and adopted
Combined with its actual operation, the company plans to use no more than 120 million yuan to permanently supplement working capital, accounting for 29.53% of the total over raised capital. The independent directors of the company issued independent opinions with explicit consent, and the recommendation institution issued verification opinions without objection.
See the company’s website on the same day for details（ http://www.cn.info.com.cn./ ）Announcement on permanent replenishment of working capital with part of over raised funds (Announcement No.: 2022002).
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(III) the proposal on using some idle self owned funds and raised funds (including over raised funds) for cash management was deliberated and adopted
According to the actual arrival of the raised funds, under the condition of ensuring that the development of the company’s investment projects with raised funds and the company’s normal production and operation will not be affected, and in combination with the company’s operation in 2022, the company plans to use some idle self owned funds and raised funds (including over raised funds) with a total amount of no more than RMB 120 million for cash management, The temporarily idle raised funds for cash management shall not exceed 780 million yuan. At the same time, the general manager of the company is authorized to exercise the investment decision-making power within the limit and sign relevant legal documents (including but not limited to: selecting qualified issuers of financial products, clarifying financial amount, selecting varieties of financial products, signing contracts, etc.), and the financial department of the company implements relevant matters. The investment term is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. During the above-mentioned validity period, the cash management limit can be used on a rolling basis. The independent directors of the company have issued independent opinions with explicit consent, and the recommendation institution has issued verification opinions without objection.
See the company’s website on the same day for details（ http://www.cn.info.com.cn./ ）Announcement on cash management using some idle self owned funds and raised funds (including over raised funds) (Announcement No.: 2022003).
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(IV) the proposal on Amending the rules of procedure of the general meeting of shareholders of Huarong Chemical Co., Ltd. was considered and adopted. The voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(V) the proposal on Amending the rules of procedure of the board of directors of Huarong Chemical Co., Ltd. was deliberated and adopted. The voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(VI) the proposal on Amending the working system of independent directors of Huarong Chemical Co., Ltd. was considered and adopted. The voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(VII) the proposal on Amending the working system of the Secretary of the board of directors of Huarong Chemical Co., Ltd. was deliberated and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
(VIII) the proposal on Amending the detailed rules for the implementation of the cumulative voting system of Huarong Chemical Co., Ltd. was deliberated and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(IX) the proposal on Revising the working system of the audit committee of the board of directors of Huarong Chemical Co., Ltd. was deliberated and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
(x) the proposal on Amending the working system of the nomination committee of the board of directors of Huarong Chemical Co., Ltd. was deliberated and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
（11） The proposal on Revising the working system of the remuneration and assessment committee of the board of directors of Huarong Chemical Co., Ltd. was deliberated and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
（12） The proposal on Revising the working system of the strategy and Development Committee of the board of directors of Huarong Chemical Co., Ltd. was deliberated and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
（13） The proposal on Amending the working rules of the general manager of Huarong Chemical Co., Ltd. was deliberated and adopted. The voting results: 6 in favor, 0 against and 0 abstention.
（14） The proposal on Revising the information disclosure management system of Huarong Chemical Co., Ltd. was deliberated and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
（15） The proposal on Amending the investor relations management system of Huarong Chemical Co., Ltd. was deliberated and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
（16） The proposal on Amending the insider information insider management system of Huarong Chemical Co., Ltd. was deliberated and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
（17） The proposal on Amending the company’s shares held by directors, supervisors and senior managers of Huarong Chemical Co., Ltd. and their change management system was reviewed and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
（18） The proposal on Amending the raised funds management system of Huarong Chemical Co., Ltd. was reviewed and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
（19） The proposal on Revising the external guarantee management system of Huarong Chemical Co., Ltd. was deliberated and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
（20） The proposal on the revision of the related party transaction management system of Huarong Chemical Co., Ltd. was reviewed and approved
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
（21） The proposal on Amending the internal audit system of Huarong Chemical Co., Ltd. was considered and adopted. The voting results: 6 in favor, 0 against and 0 abstention.
The systems involved in the fourth to twenty-first motions mentioned above are detailed on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Full text of various systems disclosed.
（22） The proposal on convening the first extraordinary general meeting of shareholders of Huarong Chemical Co., Ltd. in 2022 was reviewed and adopted
After deliberation, all directors unanimously agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 at 14:30 on April 18, 2022.
See details on the same day on cninfo（ http://www.cn.info.com.cn./ ）Notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed.
Voting results: 6 in favor, 0 against and 0 abstention.
2、 Documents for future reference
1. Resolution of the 12th meeting of the first board of directors of Huarong Chemical Co., Ltd.
2. Independent opinions of independent directors of Huarong Chemical Co., Ltd. on matters related to the 12th meeting of the first board of directors of the company.
3. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Huarong Chemical Co., Ltd
Board of directors April 1, 2022
