Securities code: Hubei Yihua Chemical Industry Co.Ltd(000422) securities abbreviation: Hubei Yihua Chemical Industry Co.Ltd(000422) Announcement No.: 2022036 Hubei Yihua Chemical Industry Co.Ltd(000422)
Announcement on the resolution of the fourth meeting of the 10th 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
Hubei Yihua Chemical Industry Co.Ltd(000422) (hereinafter referred to as “the company”) the notice of the fourth meeting of the 10th board of directors was sent in the form of written, telephone and e-mail on March 28, 2022. The meeting was held by means of communication voting on April 7, 2022, and 15 directors of the company participated in the voting.
The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
After voting at this meeting, the following proposals were unanimously adopted:
(I) the annual report for 2021 and its summary were reviewed and adopted
Voting results: 15 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
See http://www.cn.info.com.cn for details of the summary of 2021 annual report And securities times, China Securities News, Shanghai Securities News and Securities Daily; See http://www.cn.info.com.cn for the full text of the 2021 annual report.
(II) deliberated and adopted the work report of the board of directors in 2021
Voting results: 15 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
Wu Weirong, Li Qiang and Zhang Tiantian, independent directors of the ninth board of directors, respectively submitted the report on the work of independent directors in 2021 to the board of directors.
For the work report of the board of directors in 2021 and the work report of independent directors in 2021, please refer to http://www.cn.info.com.cn.
(III) the report on self-evaluation of internal control in 2021 was reviewed and adopted. The voting results were 15 in favor, 0 against and 0 abstention.
The independent directors expressed their “agreed” independent opinions.
See cninfo (www.cn. Info. Com. CN.) for the report on self-evaluation of internal control in 2021 and the independent opinions of independent directors.
(IV) reviewed and approved the risk assessment report on Hubei Yihua Chemical Industry Co.Ltd(000422) Group Finance Co., Ltd
Voting results: 13 in favor, 0 against and 0 abstention.
Related directors Zhang Zhonghua and Bian pingguan avoided voting.
The independent directors expressed their “agreed” independent opinions.
For details of the risk assessment report on Hubei Yihua Chemical Industry Co.Ltd(000422) Group Finance Co., Ltd. and the independent opinions of the independent directors, please refer to http://www.cn.info.com.cn.
(V) the plan for profit distribution and conversion of capital reserve into share capital in 2021 was reviewed and approved
Audited by Daxin Certified Public Accountants (special general partnership), the company realized a net profit of 156902623642 yuan attributable to the shareholders of the parent company in 2021. As of December 31, 2021, the undistributed profit in the consolidated statement of the company is -148452671754 yuan, and the undistributed profit in the statement of the parent company is -183949682907 yuan. According to the relevant provisions of the company law, Shenzhen Stock Exchange Stock Listing Rules (revised in 2022) and the articles of association, as the undistributed profit of the company is negative at the end of 2021, the profit distribution plan is: no profit distribution will be carried out in 2021, and no capital reserve will be converted into share capital.
Voting results: 15 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
The independent directors expressed their “agreed” independent opinions.
See http://www.cn.info.com.cn for independent opinions of independent directors.
(VI) the proposal on the prediction of daily connected transactions in 2022 was deliberated and adopted
Voting results: 13 in favor, 0 against and 0 abstention.
Related directors Zhang Zhonghua and Bian pingguan avoided voting.
Before the meeting, the independent directors expressed their opinions of “prior approval” on the proposal; During this meeting, the independent directors expressed their “agreed” independent opinions on this proposal. This proposal shall be submitted to the general meeting of shareholders for deliberation.
See http://www.cn.info.com.cn for details of the announcement on the forecast of daily connected transactions in 2022 Securities Daily and Shanghai Securities Times. See http://www.cn.info.com.cn for independent opinions of independent directors.
(VII) the proposal on renewing the appointment of accounting firms was deliberated and adopted
Voting results: 15 in favor, 0 against and 0 abstention.
Before the meeting, the independent directors expressed their opinions of “prior approval” on the proposal; During this meeting, the independent directors expressed their “agreed” independent opinions on this proposal. This proposal shall be submitted to the general meeting of shareholders for deliberation.
See http://www.cn.info.com.cn for details of the announcement on renewing the appointment of accounting firms And securities times, China Securities Journal, Shanghai Securities News
Securities Daily. See http://www.cn.info.com.cn for independent opinions of independent directors.
(VIII) the proposal on external guarantee was deliberated and passed, which is divided into the following six sub proposals:
1. Provide guarantee for the 300 million yuan loan applied by Qinghai Yihua to the business department of Bank of Gansu Co., Ltd.
Voting results: 15 in favor, 0 against and 0 abstention.
2. Guarantee 37.72 million yuan of the 189.5 million yuan loan applied by Xinjiang Yihua to Industrial Bank Co.Ltd(601166) Urumqi branch according to the shareholding ratio of the company in Xinjiang Yihua.
Voting results: 15 in favor, 0 against and 0 abstention.
3. For the 137 million yuan loan applied by Xinjiang Yihua to Bank Of China Limited(601988) Three Gorges Branch, guarantee 27.27 million yuan according to the company’s shareholding ratio in Xinjiang Yihua. Voting results: 15 in favor, 0 against and 0 abstention.
4. Provide a guarantee of 19.9 million yuan of the 100 million yuan loan applied by Xinjiang Yihua to the Three Gorges Yuting sub branch of Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. according to the shareholding ratio of the company in Xinjiang Yihua.
Voting results: 15 in favor, 0 against and 0 abstention.
5. Provide guarantee for the loan of RMB 250.03 million applied by Xinjiang Yihua to Urumqi high tech Zone Branch of Tianshan agricultural and Commercial Bank Co., Ltd., of which RMB 49.76 million is guaranteed according to the shareholding ratio of the company in Xinjiang Yihua.
Voting results: 15 in favor, 0 against and 0 abstention.
6. Provide guarantee for the loan of RMB 60 million applied by Xinjiang Yihua to Hubei Branch of Export Import Bank of China, of which RMB 119.4 million is guaranteed according to the shareholding ratio of the company in Xinjiang Yihua. The guarantee period is 1 year, and the guarantee method is guarantee.
Voting results: 15 in favor, 0 against and 0 abstention.
Before the meeting, the independent directors expressed their opinions of “prior approval” on the proposal; During this meeting, the independent directors expressed their “agreed” independent opinions on this proposal. This proposal shall be submitted to the general meeting of shareholders for deliberation.
See http://www.cn.info.com.cn for details of the announcement on external guarantee And securities times, China Securities News, Shanghai Securities News and Securities Daily. See http://www.cn.info.com.cn for independent opinions of independent directors.
(IX) the proposal on the remuneration scheme of directors, supervisors and senior managers in 2022 was deliberated and adopted
Voting results: 15 in favor, 0 against and 0 abstention.
The independent directors expressed their “agreed” independent opinions.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
See http://www.cn.info.com.cn for details of the announcement on the remuneration scheme of directors, supervisors and senior managers in 2022 And securities times, China Securities News, Shanghai Securities News and Securities Daily. See http://www.cn.info.com.cn for independent opinions of independent directors.
(x) the proposal on convening the 2021 annual general meeting of shareholders was deliberated and passed, and it was agreed to convene the 2021 annual general meeting of shareholders on April 29, 2022. This general meeting of shareholders will be held by combining on-site voting and online voting.
Voting results: 15 in favor, 0 against and 0 abstention.
See http://www.cn.info.com.cn for details of the notice on convening the 2021 annual general meeting of shareholders And securities times, China Securities News, Shanghai Securities News and Securities Daily.
3、 Documents for future reference
1. The resolution of the fourth meeting of the 10th board of directors signed by the attending directors and stamped with the seal of the board of directors;
2. Prior approval opinions of independent directors on matters related to the fourth meeting of the 10th board of directors of the company;
3. Special instructions and independent opinions of independent directors on matters related to the fourth meeting of the 10th board of directors of the company.
It is hereby announced.
Hubei Yihua Chemical Industry Co.Ltd(000422) board of directors
April 7, 2022
