Securities code: Hunan Aihua Group Co.Ltd(603989) securities abbreviation: Hunan Aihua Group Co.Ltd(603989) Announcement No.: 2022025 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 supervisors
The board of supervisors and all supervisors 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 supervisors of the company attended the meeting.
All the proposals of the board of supervisors were passed without objection or abstention.
1、 Meetings of the board of supervisors
Hunan Aihua Group Co.Ltd(603989) (hereinafter referred to as “the company”) the sixth meeting of the Fifth Board of supervisors was held on site in the conference room on the third floor of the company’s office building on April 2, 2022. The meeting was convened and presided over by Mr. Zhao Xinguo, chairman of the company’s board of supervisors. The notice of the meeting was sent to all supervisors by e-mail and communication on March 22, 2022. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attend the meeting. The convening and convening of this meeting comply with the provisions of the company law of the people’s Republic of China and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
(I) deliberated and adopted the work report of the board of supervisors in 2021.
See the work report of the board of supervisors in 2021 on the website of Shanghai Stock Exchange on April 7, 2022（ http://www.sse.com.cn. ）。
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.
(II) 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: 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.
(III) reviewed and approved 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: 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.
(IV) the full text and summary of the 2021 annual report were considered and adopted.
The board of supervisors reviewed the preparation and review procedures of the company’s 2021 annual report and carefully read the company’s 2021 annual report. Now, the board of supervisors gives the following audit opinions:
1. The preparation and review procedures of the full text and summary of the company’s 2021 annual report comply with the provisions of laws, regulations, the articles of association and relevant systems;
2. The content and format of the full text and abstract of the company’s 2021 annual report comply with the relevant regulations and requirements of China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained truly reflects the operation, management and financial status of the company in all aspects during the reporting period;
3. Before putting forward this opinion, the board of supervisors did not find that the personnel involved in the preparation and review of the full text and summary of the company’s 2021 annual report had violated the confidentiality provisions;
4. The full text and abstract of the company’s 2021 annual report truly reflects the actual situation of the company during the reporting period. There are no false records, misleading statements or major omissions in the items recorded, and the information disclosed is true, accurate and complete.
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. ）。
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.
(V) the proposal on profit distribution in 2021 was deliberated and adopted.
After deliberation, the board of supervisors considered that the distribution plan was in line with the articles of association, the plan for shareholders’ dividend return in the next three years (20202022) and relevant regulatory regulations, in line with the interests of the company’s shareholders, took into account the actual situation and development needs of the company, and did not harm the interests of investors, and agreed to the profit distribution proposal.
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. ）。
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.
(VI) the special report on the deposit and actual use of raised funds in 2021 was reviewed and adopted. The board of supervisors held that the management, use and operation procedures of the company’s raised funds in 2021 were in line with relevant laws and regulations and the relevant provisions of the company’s raised funds management system, and no violations of laws and regulations or acts detrimental to the interests of shareholders were found. The special report on the deposit and actual use of raised funds in 2021 prepared by the company truly and objectively reflects the deposit and use of raised funds of the company.
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. ）。
Voting results: 3 in favor, 0 against and 0 abstention.
(VII) reviewed and approved the internal control evaluation report and internal control audit report in 2021.
The board of supervisors believes that the establishment of the company’s internal control system has played a good role in risk prevention and control of all links of the company’s operation and management, ensured the legal compliance of operation and management and asset safety, ensured the authenticity and integrity of financial reports and relevant information, improved the operation efficiency and effect, and promoted the steady realization of the company’s development strategy; The company’s internal control evaluation report comprehensively, truly and objectively reflects the construction and operation of the company’s internal control system.
The internal control system has integrity, rationality and effectiveness.
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. ）。
Voting results: 3 in favor, 0 against and 0 abstention.
(VIII) the proposal on 2021 daily connected transactions and 2022 daily connected transactions was reviewed and approved.
The board of supervisors believes that the daily related party transactions of the company are required for the normal operation of the company, the transaction price is determined according to the market method, the pricing is fair and reasonable, there is no behavior damaging the interests of the company and shareholders, and the company will not rely on related parties.
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. ）。
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.
(IX) the proposal on bank credit extension and authorization in 2022 was deliberated and adopted.
The board of supervisors held that in 2022, the company granted a comprehensive credit line of 5.77 billion yuan to 13 banks including Agricultural Bank Of China Limited(601288) Yiyang branch. The company’s obtaining appropriate bank credit line is conducive to promoting the sustainable and stable development of the company’s business and plays a positive role in the company’s production and operation. The company’s application for comprehensive credit line from the bank is within the controllable risk range of the company and in line with the interests of all shareholders and the company as a whole. It is agreed that within the scope of this credit line, the general meeting of shareholders shall authorize the board of directors to apply for credit and financing within the scope of the credit line according to business needs, and at the same time, within the above credit line, authorize the chairman Mr. AI Lihua to sign relevant financing applications, contracts, agreements and other legal documents within the maximum comprehensive credit line.
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. ）。
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.
(x) the proposal on the company’s foreign exchange hedging business was deliberated and adopted.
After review, the board of supervisors believes that the company’s foreign exchange hedging business is to make full use of foreign exchange hedging tools to reduce or avoid exchange rate risks caused by exchange rate fluctuations, reduce exchange losses and control business risks. It is necessary and in line with the actual situation of the company, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Agree to carry out foreign exchange hedging business.
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. ）。
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 using some idle raised funds to purchase financial products was deliberated and adopted. The board of supervisors believes that: without affecting the normal implementation progress of raised investment projects, the company can improve the efficiency of fund use and make rational use of idle raised funds by using idle raised funds 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 is in line with the interests of the company and all shareholders, and the relevant approval procedures are in line with the provisions of laws and regulations. The board of supervisors expressed no objection.
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. ）。
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.
（12） The proposal on using idle self owned funds of the company to purchase financial products was deliberated and adopted. The board of supervisors believes that the company’s use of idle self owned funds to purchase financial products will not affect the company’s daily capital turnover needs and the normal development of the company’s main business. On the premise of ensuring liquidity and capital safety, the company will use the maximum amount of idle self owned funds of no more than RMB 1.5 billion for cash management, which is conducive to improving the company’s capital use efficiency and increasing the company’s capital income, In line with the interests of the company and all shareholders. The board of supervisors expressed no objection.
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. ）。
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.
（13） The proposal on the renewal of the company’s audit institution in 2021 was deliberated and adopted.
The board of supervisors believes that Tianzhi International Certified Public Accountants (special general partnership) abides by the independent auditing standards for Chinese certified public accountants and can issue professional reports for the company in accordance with the practicing standards of diligence, independence, objectivity and impartiality. Agree to continue to employ Tianzhi International Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to authorize the management to determine its annual audit fee according to the specific workload and market price level of 2022 audit.
The announcement on the renewal of the company’s audit institution in 2022 (Announcement No.: 2022033) 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. ）。
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.
（14） The proposal on changing the registered capital of the company, amending the articles of association and authorizing the handling of industrial and commercial change registration was deliberated and adopted.
