Securities code: Hunan Aihua Group Co.Ltd(603989) securities abbreviation: Hunan Aihua Group Co.Ltd(603989) Announcement No.: 2022024 convertible bond Code: 113504 convertible bond abbreviation: Aihua convertible bond
Hunan Aihua Group Co.Ltd(603989)
Announcement of the resolution of the 6th meeting of the 5th 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 content tips:
All directors of the company attended the meeting.
All the proposals of the board of directors were passed without objection or abstention.
1、 Meetings of the board of directors
Hunan Aihua Group Co.Ltd(603989) (hereinafter referred to as "the company") the sixth meeting of the Fifth Board of directors was held in the conference room on the third floor of the company's office building by means of on-site communication on April 2, 2022. The meeting was convened and presided over by Mr. AI Lihua, chairman of the company. The notice of the meeting was sent to all directors, supervisors and senior managers by e-mail and communication on March 22, 2022. There are 7 directors who should attend the meeting and 7 directors who actually attend the meeting. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the provisions of relevant laws, regulations and the articles of association, and the resolutions formed at the meeting are legal and effective.
2、 Deliberations of the board meeting
All directors present at the meeting carefully considered the proposals of the meeting and adopted the following resolutions by open ballot:
(I) deliberated and adopted the work report of the board of directors in 2021.
The work report of the board of directors in 2021 is detailed on the website of Shanghai Stock Exchange on April 7, 2022（ http://www.sse.com.cn. ）。
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) the 2021 general manager's work report was reviewed and adopted.
Voting results: 7 in favor, 0 against and 0 abstention.
(III) the report on the work of independent directors in 2021 was reviewed and adopted.
See the report on the work of independent directors in 2021 on the website of Shanghai Stock Exchange on April 7, 2022（ http://www.sse.com.cn. ）。
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and adopted the report on the performance of duties of the audit committee in 2021.
The performance report of the audit committee in 2021 is detailed on the website of Shanghai Stock Exchange on April 7, 2022（ http://www.sse.com.cn. ）。
Voting results: 7 in favor, 0 against and 0 abstention.
(V) deliberated and adopted the financial final accounts report of 2021.
See the website of Shanghai Stock Exchange on April 7, 2022 for the detailed financial statement report of 2021（ http://www.sse.com.cn. ）。
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VI) the full text and summary of the 2021 annual report were considered and adopted.
For details of the summary of 2021 annual report, please refer to the information disclosure media designated by the company on April 7, 2022, such as securities times, China Securities News, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）。 See the website of Shanghai Stock Exchange on the same day for details of the 2021 annual report（ http://www.sse.com.cn. ）。
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to the website of Shanghai Stock Exchange on April 7, 2022（ http://www.sse.com.cn. ）Independent opinions of independent directors on relevant matters of the sixth meeting of the Fifth Board of directors of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VII) the proposal on profit distribution in 2021 was deliberated and adopted.
The company plans to distribute a cash dividend of 3 yuan (including tax) to all shareholders for every 10 shares based on the total share capital registered on the equity distribution registration date minus the share balance of the company's special repurchase account. If the total share capital of the company changes due to share repurchases, share repurchase cancellation of equity incentive grants, and conversion of convertible corporate bonds during the equity distribution registration date, the company plans to maintain the distribution proportion per share unchanged and adjust the total distribution accordingly.
The announcement on profit distribution in 2021 (Announcement No.: 2022026) is detailed in the information disclosure media designated by the company on April 7, 2022, such as securities times, China Securities News, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）。
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to the website of Shanghai Stock Exchange on April 7, 2022（ http://www.sse.com.cn. ）Independent opinions of independent directors on relevant matters of the sixth meeting of the Fifth Board of directors of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VIII) reviewed and approved the special report on the deposit and actual use of raised funds in 2021. The special report on the deposit and actual use of raised funds in 2021 (Announcement No.: 2022027) is detailed in the information disclosure media designated by the company on April 7, 2022, such as securities times, China Securities News, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）。
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to the website of Shanghai Stock Exchange on April 7, 2022（ http://www.sse.com.cn. ）Independent opinions of independent directors on relevant matters of the sixth meeting of the Fifth Board of directors of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
(IX) reviewed and approved the internal control evaluation report and internal control audit report in 2021.
See the website of Shanghai Stock Exchange on April 7, 2022 for the internal control evaluation report in 2021 and the internal control audit report（ http://www.sse.com.cn. ）。
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to the website of Shanghai Stock Exchange on April 7, 2022（ http://www.sse.com.cn. ）Independent opinions of independent directors on relevant matters of the sixth meeting of the Fifth Board of directors of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
(x) the proposal on the daily related party transactions in 2021 and the expected daily related party transactions in 2022 was deliberated and passed, and the related directors AI Lihua, Wang An'an, AI Liang and Chen Chen avoided voting on this proposal.
In accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 - transactions and related party transactions, and in combination with the needs of the development of the company's business activities, the company has estimated the daily related party transactions in 2022. The related party transactions of the company are conducive to the normal production and operation activities of the company, will not have an adverse impact on the interests of the company and non related party shareholders, and will not damage the interests of minority shareholders.
The announcement on the daily connected transactions in 2021 and the forecast of daily connected transactions in 2022 (Announcement No.: 2022028) is detailed in the information disclosure media designated by the company on April 7, 2022, such as securities times, China Securities News, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）。
The independent directors of the company have expressed their prior approval opinions and independent opinions on this proposal. For details, please refer to the website of Shanghai Stock Exchange on April 7, 2022（ http://www.sse.com.cn. ）Prior approval opinions of independent directors on matters related to the sixth meeting of the Fifth Board of directors and independent opinions of independent directors on matters related to the sixth meeting of the Fifth Board of directors.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（11） The proposal on bank credit extension and authorization in 2022 was deliberated and adopted.
According to the needs of production and operation, the company granted a comprehensive credit line of RMB 5.77 billion to 13 banks including Agricultural Bank Of China Limited(601288) Yiyang branch in 2022. Within the scope of this credit line, the general meeting of shareholders authorizes the board of directors to apply for credit and financing from the bank according to business needs. At the same time, within the above credit line, the chairman Mr. AI Lihua is authorized to sign relevant financing applications, contracts, agreements and other legal documents within the maximum comprehensive credit line in 2022.
The announcement on bank credit extension and authorization in 2022 (Announcement No.: 2022029) is detailed in the information disclosure media designated by the company on April 7, 2022, such as securities times, China Securities News, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）。
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to the website of Shanghai Stock Exchange on April 7, 2022（ http://www.sse.com.cn. ）Independent opinions of independent directors on relevant matters of the sixth meeting of the Fifth Board of directors of the company.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（12） The proposal on the company's foreign exchange hedging business was deliberated and adopted.
The company carries out foreign exchange hedging business according to the actual business needs, and its decision-making procedures comply with the provisions of relevant national laws, regulations and the articles of association, which is conducive to avoiding and preventing the adverse impact of large exchange rate fluctuations on the company's operation, reducing the impact of exchange rate fluctuations on the company, and there is no damage to the interests of the company and all shareholders.
The announcement on the company's foreign exchange hedging business (Announcement No.: 2022030) is detailed in the information disclosure media designated by the company on April 7, 2022, such as securities times, China Securities News, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）。
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to the website of Shanghai Stock Exchange on April 7, 2022（ http://www.sse.com.cn. ）Independent opinions of independent directors on relevant matters of the sixth meeting of the Fifth Board of directors of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（13） The proposal on using some idle raised funds to purchase financial products was deliberated and adopted. In order to improve the use efficiency of funds and make rational use of idle raised funds, without affecting the normal implementation progress of the company's fund-raising projects, the company plans to use idle raised funds with a total amount of no more than 150 million yuan to purchase low-risk and principal guaranteed financial products with a period of no more than 12 months, which are valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. Within the validity period of the above quota and resolution, the funds can be used on a rolling basis.
The announcement on using some idle raised funds to purchase financial products (Announcement No.: 2022031) is detailed in the information disclosure media designated by the company on April 7, 2022, such as securities times, China Securities News, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）。
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to the website of Shanghai Stock Exchange on April 7, 2022（ http://www.sse.com.cn. ）Independent opinions of independent directors on relevant matters of the sixth meeting of the Fifth Board of directors of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（14） The proposal on using idle self owned funds of the company to purchase financial products was deliberated and adopted.
In order to improve the use efficiency of the company's idle self owned funds, increase the company's capital income and improve the return of shareholders, on the premise of ensuring the daily operation capital demand, the company plans to use the maximum amount of idle self owned funds of no more than RMB 1.5 billion for cash management, which is effective within 12 months from the date of deliberation and approval at the general meeting of shareholders of the company. Within the validity period of the above quota and resolution, the funds can be used on a rolling basis.
The announcement on using the company's idle self owned funds to purchase financial products (Announcement No.: 2022032) is detailed in the information disclosure media designated by the company on April 7, 2022, such as securities times, China Securities News, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）。
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to the website of Shanghai Stock Exchange on April 7, 2022（ http://www.sse.com.cn. ）Independent director's notice on relevant matters of the sixth meeting of the Fifth Board of directors of the company
