Securities code: Henan Yicheng New Energy Co.Ltd(300080) securities abbreviation: Henan Yicheng New Energy Co.Ltd(300080) Announcement No.: 2022012 Henan Yicheng New Energy Co.Ltd(300080)
Announcement of resolutions of the 25th meeting of the 5th 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
Henan Yicheng New Energy Co.Ltd(300080) (hereinafter referred to as "the company") the 25th meeting of the 5th board of directors was held at 9:30 a.m. on April 6, 2022 by means of Tencent meeting (on-site meeting cannot be held due to epidemic reasons) in the form of communication voting.
The notice of this meeting was delivered to all directors by e-mail, telephone and wechat on March 25, 2022. The meeting was presided over by Mr. Wang Anle, chairman of the company, and the Secretary of the board of directors, supervisors and senior managers of the company attended the meeting as nonvoting delegates. There are 9 directors present at the meeting and 9 directors actually present. The convening and convening of the meeting comply with the company law of the people's Republic of China, Henan Yicheng New Energy Co.Ltd(300080) articles of association, rules of procedure of the board of directors and other relevant provisions.
2、 Deliberations of the board meeting
After careful deliberation by the directors attending the meeting, all directors considered and voted on the following proposals by open ballot: (I) the proposal on the work report of the board of directors in 2021 was considered and adopted
After review, the board of Directors believes that the report on the work of the board of directors in 2021 made by the chairman of the company truly and objectively reflects the work of the board of directors in 2021, earnestly performs various responsibilities entrusted to the board of directors by the company and shareholders, earnestly implements various resolutions adopted by the general meeting of shareholders, and diligently carries out various work to ensure the sustainable, healthy and stable development of the company.
The independent directors of the company have submitted the 2021 annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) the proposal on the president's work report in 2021 was deliberated and adopted
After review, the board of Directors believes that the 2021 president's work report made by the president of the company truly and objectively reflects the work content of the management of the company in 2021. The management of the company has effectively implemented the resolutions of the general meeting of shareholders and the board of directors, carried out various work diligently and made outstanding contributions to the transformation and development of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
(III) the proposal on the self-evaluation report on internal control in 2021 was deliberated and adopted
After review, the board of Directors believes that the company has established a relatively perfect internal control system in combination with its own business characteristics and risk factors, which provides a guarantee for the legal compliance of operation and management, asset safety, authenticity and integrity of financial reports and relevant information, improve operation efficiency and effect, and promote the realization of development strategy.
The proposal has been approved by the independent directors. See the announcement of the company on the gem information disclosure media designated by the China Securities Regulatory Commission on the same day for the specific contents of the 2021 internal control self-evaluation report.
Voting results: 9 in favor, 0 against and 0 abstention.
(IV) the proposal on 2021 social responsibility report was deliberated and adopted
After review, the board of Directors believes that in 2021, the company actively undertakes its responsibilities to the society, customers, employees and other stakeholders, pays attention to environmental protection, actively contributes love, makes efforts to contribute to social public welfare undertakings and establishes a good social image.
For details of the 2021 social responsibility report, please refer to the announcement of the company published on the gem information disclosure media designated by the China Securities Regulatory Commission on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
(V) the proposal on the 2021 annual report and summary was deliberated and adopted
After review, the board of Directors believes that the 2021 annual report and summary prepared by the company complies with laws, administrative regulations, the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, the content of the report is true, accurate and complete, and there are no false records, misleading statements or major omissions. Approve the contents of the company's 2021 annual report and summary and approve the external disclosure.
For details of the 2021 annual report and the 2021 annual report summary, please refer to the announcement published by the company on the gem information disclosure media designated by the China Securities Regulatory Commission on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) deliberated and passed the proposal on the financial statement report of 2021
After review, the board of Directors believes that the financial statement of 2021 objectively and truly reflects the financial situation and operating results of the company in 2021.
See the announcement of the company on the gem information disclosure media designated by the China Securities Regulatory Commission on the same day for details of the 2021 annual financial statement report.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VII) the proposal on the provision for impairment in 2021 was deliberated and adopted
After review, the board of Directors believes that the provision for impairment this time truly reflects the financial situation of the enterprise, meets the requirements of accounting standards for business enterprises and relevant policies, conforms to the actual situation of the company, does not involve the company's related parties, and does not damage the interests of the company and shareholders, and its decision-making procedures also comply with the provisions of relevant laws and regulations and the articles of association. The provision for asset impairment has been audited and confirmed by Dahua Certified Public Accountants (special general partnership).
The proposal has been approved by the independent directors. See the announcement on the provision for impairment in 2021 published by the company on the gem information disclosure media designated by the China Securities Regulatory Commission on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal needs to be submitted to the general meeting of shareholders in 2021.
(VIII) the proposal on 2021 profit distribution plan was deliberated and adopted
After review, the board of Directors believes that according to the notice on further implementing the matters related to cash dividends of listed companies issued by China Securities Regulatory Commission, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the provisions of the articles of association, in view of the actual situation of the company's performance loss in 2021, the company does not meet the conditions for cash dividends, The board of directors of the company agreed not to distribute profits or convert capital reserve into share capital in 2021.
The proposal has been approved by the independent directors. See the announcement of the company on the gem information disclosure media designated by the China Securities Regulatory Commission on the same day for the special explanation announcement on no profit distribution in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IX) the proposal on confirming the daily connected transactions in 2021 and increasing the amount of daily connected transactions in 2022 was deliberated and adopted
After review, the board of Directors believes that the actual amount of daily related party transactions of the company in 2021 is 5168423 million yuan, and the amount of daily related party transactions of the company is expected to increase by 1588 million yuan in 2022. Daily related party transactions are the normal needs of the company's business development and production and operation, and strictly follow the market principle of fair price, which is a normal business behavior.
The proposal has been approved by the independent directors in advance and issued independent opinions. For details of the announcement on confirming the daily connected transactions in 2021 and increasing the daily connected transactions in 2022, see the announcement published by the company on the gem information disclosure media designated by the China Securities Regulatory Commission on the same day.
As the proposal involves related party transactions with the subordinate enterprises of China Pingmei Shenma Group, the controlling shareholder of the company, Mr. Wan Shanfu, Mr. Wang Anle and Mr. Wang Shaofeng, the directors of the company serving in China Pingmei Shenma Group, avoided voting on the proposal.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) the proposal on the company's application for comprehensive credit line in 2022 from the bank was reviewed and approved. After review, the board of directors considered that: according to the needs of the company's business development, the company was approved to apply for comprehensive credit line of 2.831 billion yuan in 2022 from the following banks, with the details as follows:
1. Bank Of Communications Co.Ltd(601328) Kaifeng branch comprehensive credit of 491 million yuan
2. The comprehensive credit of Zhengzhou branch of Guangdong Development Bank Co., Ltd. is RMB 100 million
3. China Citic Bank Corporation Limited(601998) Zhengzhou branch comprehensive credit of 150 million yuan
4. China Everbright Bank Company Limited Co.Ltd(601818) Co., Ltd. Zhengzhou branch has a comprehensive credit of 120 million yuan and a bank acceptance line of 100 million yuan
Zhengzhou branch comprehensive credit RMB 1.5 billion
6. China Merchants Bank Co.Ltd(600036) Zhengzhou branch comprehensive credit of RMB 100 million
7. The comprehensive credit of Zhengzhou branch of Pingdingshan Bank Co., Ltd. is 120 million yuan
8. China Minsheng Banking Corp.Ltd(600016) Co., Ltd. Zhengzhou branch comprehensive credit of RMB 50 million
9. Industrial Bank Co.Ltd(601166) Pingdingshan Branch comprehensive credit of 200 million yuan
10. China Zheshang Bank Co.Ltd(601916) Zhengzhou branch comprehensive credit of 700 million yuan
11. Kaifeng branch of Zhongyuan Bank Co., Ltd. has a comprehensive credit of 300 million yuan
12. The comprehensive credit of Zhengzhou branch of Hengfeng Bank Co., Ltd. is RMB 100 million
The above comprehensive credit line is not equal to the actual financing amount of the company. The actual financing amount shall be within the comprehensive credit line, and the actual financing amount between the bank and the company shall prevail. The board of directors of the company authorizes the chief financial officer of the company to sign relevant documents related to the above application for credit extension, which is valid for 12 months from the date of approval by the general meeting of shareholders. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（11） The proposal on providing guarantee for subsidiaries in 2022 was deliberated and adopted
After review, the board of Directors believes that: according to the business development needs of the company's subordinate companies, it is agreed that the company in 2022 will be Kaifeng Pingmei new carbon material technology Co., Ltd., Henan Zhongyuan Dongguan Golden Sun Abrasives Co.Ltd(300606) Technology Co., Ltd., Henan Zhongping Hanbo new energy Co., Ltd., Pingmei Longji New Energy Technology Co., Ltd., Qinghai Tianlan new energy materials Co., Ltd., Henan Yicheng sunshine new energy Co., Ltd Henan Shoucheng technology new material Co., Ltd., Anshan ZHONGTE New Material Technology Co., Ltd. and Henan Pingmei Longji photovoltaic material Co., Ltd. provide guarantees for bank credit and financial leasing, with a total guarantee amount of no more than 2.42 billion yuan.
The proposal has been approved by the independent directors. For details of the announcement on providing guarantees for subordinate companies in 2022, see the announcement published by the company on the gem information disclosure media designated by the China Securities Regulatory Commission on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（12） The proposal on carrying out asset pool business was deliberated and adopted
After review, the board of Directors believes that it is agreed that the company and its wholly-owned subsidiaries, holding subsidiaries and subsidiaries should cooperate with China Zheshang Bank Co.Ltd(601916) to carry out asset pool business and share the asset pool limit of no more than RMB 450 million (RMB 450 million), that is, the cumulative spot balance of pledged assets used for the business should not exceed RMB 450 million (RMB 450 million), and the limit can be recycled during the business development period.
The proposal has been approved by the independent directors. For details of the announcement on carrying out asset pool business, please refer to the announcement of the company published on the gem information disclosure media designated by the China Securities Regulatory Commission on the same day. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（13） The proposal on Directors' remuneration and allowances for independent directors and supervisors in 2022 was deliberated and adopted
After review, the board of Directors believes that: according to the operation and development needs of the company and comprehensively considering the remuneration of directors and the allowance level of independent directors and supervisors in the same industry, the remuneration of directors and the allowance of independent directors and supervisors of the company in 2022 shall be implemented in accordance with the following standards:
1. Directors of the company (including independent directors)
(1) Directors of the company who hold management positions in the company will receive remuneration according to their management positions, with reference to the salary level of similar positions in the same industry, and according to the achievement of the company's annual performance appraisal system and performance indicators. The remuneration of the chairman of the company is set at RMB 400000 / year (before tax), and no director allowance will be received separately; (2) Non independent directors who do not hold management positions in the company will not receive remuneration in the company;
(3) The allowance for independent directors is 60000 yuan / year (before tax), which is paid monthly without additional remuneration;
(4) The relevant expenses incurred by the directors of the company due to their duties as executive directors and participating in specified training shall be reimbursed by the company according to the facts.
2. Company supervisor
(1) The company's supervisors who hold specific management positions in the company receive the remuneration corresponding to their management positions, and do not receive the remuneration or allowance of supervisors separately;
(2) Supervisors who do not hold any position other than supervisors in the company shall not receive remuneration in the company; (3) The relevant expenses incurred by the company's supervisors in performing their duties as supervisors and participating in specified training shall be reimbursed by the company according to the facts.
The proposal has been approved by the independent directors. For details, see the company's announcement published on the gem information disclosure media designated by the China Securities Regulatory Commission on the same day.
This proposal involves the remuneration of all directors. Based on the principle of prudence, all directors avoid voting and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
（14） The proposal on the remuneration of senior managers in 2022 was deliberated and adopted
In the opinion of the board of directors and the management committee, the performance ability of the company's senior staff is reviewed by the board of directors and the management committee
