Securities code: Henan Yicheng New Energy Co.Ltd(300080) securities abbreviation: Henan Yicheng New Energy Co.Ltd(300080) Announcement No.: 2022013 Henan Yicheng New Energy Co.Ltd(300080) announcement of the resolution of the 24th Meeting of the Fifth Board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Henan Yicheng New Energy Co.Ltd(300080) (hereinafter referred to as "the company") the 24th Meeting of the 5th board of supervisors was held at 11:00 a.m. on April 6, 2022 by means of Tencent meeting (on-site meeting cannot be held due to epidemic reasons) by means of communication voting.
The notice of this meeting was delivered to all supervisors by e-mail, telephone and wechat on March 25, 2022. The meeting was presided over by Mr. Chen Jinwei, chairman of the board of supervisors of the company. The convening and convening of the meeting shall 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 supervisors and other relevant provisions.
2、 Deliberation at the meeting of the board of supervisors
After careful deliberation by the supervisors attending the meeting, all supervisors deliberated and voted on the following proposals by open ballot: (I) the proposal on the work report of the board of supervisors in 2021 was deliberated and adopted
After review, the board of supervisors believes that in 2021, in strict accordance with the relevant provisions and requirements of the company law and the articles of association, in order to safeguard the legitimate interests of the company and shareholders, the board of supervisors carefully performed and exercised the supervision powers and responsibilities of the board of supervisors, and comprehensively supervised and inspected the standardized operation, related party transactions, internal control, major asset restructuring, resolutions and implementation of the general meeting of shareholders.
Voting results: 3 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 self evaluation report on internal control in 2021 was considered and adopted
After review, the board of supervisors believes that the self-evaluation report of the company's internal control meets the basic norms of enterprise internal control and other relevant regulatory requirements, and the self-evaluation report of the company's internal control in 2021 truly and objectively reflects the construction and operation of the company's internal control system.
Voting results: 3 in favor, 0 against and 0 abstention.
(III) the proposal on the 2021 social responsibility report was deliberated and adopted
After review, the board of supervisors believes that the 2021 social responsibility report of the company is a true and comprehensive reflection of the company's performance of economic, social and environmental responsibilities in 2021. There are no false records, misleading statements or major omissions in the report.
Voting results: 3 in favor, 0 against and 0 abstention.
(IV) the proposal on the 2021 annual report and summary was deliberated and adopted
After review, the board of supervisors believes that the 2021 annual report and summary prepared by the company complies with laws, administrative regulations, the provisions of the CSRC and Shenzhen Stock Exchange, and the content of the report is true, accurate and complete, without false records, misleading statements or major omissions.
Voting results: 3 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.
(V) the proposal on the financial final accounts report of 2021 was deliberated and adopted
After review, the board of supervisors believes that the company's 2021 financial statement objectively and truly reflects the company's financial situation and operating results in 2020.
Voting results: 3 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) the proposal on the provision for impairment in 2021 was reviewed and approved
After review, the board of supervisors believes that the provision for asset impairment is based on the accounting standards for business enterprises and relevant regulations of the company, follows the principles of prudence and rationality, conforms to the actual situation of the company, has sufficient basis, can objectively, truly and fairly reflect the financial status and asset value of the company, and the decision-making procedure for asset impairment is legal and compliant. The board of supervisors agrees with the provision for asset impairment.
Voting results: 3 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 2021 profit distribution plan was deliberated and adopted
After review, the board of supervisors believes that the company's profit distribution plan for 2021 is in line with the current actual situation of the company, the provisions of relevant laws, regulations and the articles of association, and there is no damage to the interests of the company's shareholders, especially small and medium-sized shareholders. The board of supervisors agrees that the company will not distribute cash dividends, bonus shares or convert capital reserve into share capital in 2021.
Voting results: 3 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.
(VIII) the proposal on confirming the daily connected transactions in 2021 and increasing the amount of daily connected transactions in 2022 was reviewed and approved
After review, the board of supervisors held that: the company's daily related party transactions in 2021 actually incurred 516842300 yuan, the company's daily related party transactions in 2021 were fair and just, the transaction price was fair, and there was no behavior damaging the interests of the company and its shareholders, especially small and medium-sized shareholders. In 2022, the company's daily related party transaction amount is expected to increase by 1588 million yuan, The increase in the amount of daily related party transactions in 2022 is consistent with the company's business development, conducive to the smooth progress of the company's production and operation activities, in line with the interests of the company and all shareholders, and will not affect the independence of the company's assets and business.
Voting results: 3 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 the company's application for comprehensive credit line in 2022 from the bank was deliberated and passed. After review, the board of supervisors 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 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 validity period is 12 months from the date of adoption by the general meeting of shareholders.
Voting results: 3 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 providing guarantee for subsidiaries in 2022 was deliberated and adopted
After review, the board of supervisors 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.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（11） The proposal on carrying out asset pool business was deliberated and adopted
After review, the board of supervisors 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 only (RMB 450 million), that is, the cumulative spot balance of pledged assets used for the business should not exceed RMB 450 million only (RMB 450 million), and the limit can be recycled during the business development period.
Voting results: 3 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 formulating the shareholder return plan for the next three years (20222024) was deliberated and adopted
After review, the board of supervisors held that the company has formulated the shareholder return plan for Henan Yicheng New Energy Co.Ltd(300080) next three years (20222024) in accordance with the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other relevant documents of the CSRC, in combination with the actual situation of the company and the provisions of the articles of association, It can further improve and improve the profit distribution policy, establish a scientific, sustainable and stable dividend mechanism, increase the transparency of profit distribution decision-making and safeguard the legitimate interests of the company's shareholders.
Voting results: 3 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 the special report on the deposit and use of raised funds in 2021 was considered and adopted
After review, the board of supervisors believes that as of December 31, 2021, the company has invested 159735300 yuan in the raised fund projects and temporarily supplemented the working capital of 130 million yuan, of which the company has invested 510138 million yuan in the raised fund projects with its own funds in advance before the raised funds are in place. As of December 31, 2021, the balance of raised funds is RMB 344338 million (including the net interest income and handling fee expenditure and the amount of attorney fees paid by its own funds that have not been replaced, totaling RMB 1.0416 million). The company shall deposit and use the raised funds in accordance with the provisions of relevant laws and regulations, and disclose the relevant information on the use of the raised funds in a timely, true, accurate and complete manner without violation.
Voting results: 3 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.
（14） The proposal on the implementation of performance commitments of Kaifeng Pingmei new carbon material technology Co., Ltd. in 2021 was reviewed and approved
After review, the board of supervisors held that: according to the review report on the implementation of Henan Yicheng New Energy Co.Ltd(300080) major asset restructuring performance commitments issued by Dahua Certified Public Accountants (special general partnership) (dahuahe Zi [2022] No. Shandong Longquan Pipeline Engineering Co.Ltd(002671) ), the net profit of Kaifeng carbon in 2019 after deducting extraordinary profits and losses attributable to the shareholders of the parent company was 984862900 yuan; The net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in 2021 was -671694 million yuan.
Voting results: 3 in favor, 0 against and 0 abstention.
（15） The proposal on the implementation of performance commitments of Pingmei Longji New Energy Technology Co., Ltd. in 2021 was reviewed and approved
After review, the board of supervisors held that according to the review report on the implementation of the performance commitment of issuing shares and convertible bonds to purchase assets issued by Dahua Certified Public Accountants (special general partnership) (dahuahe Zi [2022] No. Guosheng Financial Holding Inc(002670) ), the share of intangible asset income of Pingmei Longji in 2020 was 322189 million yuan, which was higher than the commitment of 28.502 million yuan. The annual share of intangible assets was 280752 million yuan, which was higher than the promised amount of intangible assets. The performance commitments of Pingmei Longji in 2020 and 2021 have been realized, and the performance commitments of subsequent years will continue to be fulfilled.
Voting results: 3 in favor, 0 against and 0 abstention.
（16） The proposal on the renewal of the company's audit institution in 2022 was deliberated and adopted
After review, the board of supervisors believes that Dahua Certified Public Accountants (special general partnership) has the qualification of securities and futures related business audit, has the experience and ability to provide audit services for listed companies, and can meet the requirements of the company's financial audit in 2022. It agrees to hire Dahua Certified Public Accountants (special general partnership) as the company's audit institution in 2022 for a period of one year.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（17） The proposal on Revising the foreign investment management system was deliberated and adopted
After review, the board of supervisors believes that in order to standardize the operation and further improve the corporate governance system, in accordance with the securities law of the people's Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on GEM, etc
