Stock Code: Huafa Industrial Co.Ltd.Zhuhai(600325) stock abbreviation: Huafa Industrial Co.Ltd.Zhuhai(600325) Announcement No.: 2022014 Huafa Industrial Co.Ltd.Zhuhai(600325)
Announcement on resolutions of the 14th meeting of the 10th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
The 14th meeting of the board of directors (hereinafter referred to as "the meeting") was held on the 14th floor of the company on August 29, 2022 by e-mail. The meeting was presided over by Mr. Li Guangning, chairman of the board of directors. The number of directors of the company should be 14, but actually 14. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting complies with the relevant provisions of the company law and the articles of association.
The following resolutions were adopted by the directors attending the meeting by open ballot:
1、 The proposal on the 2021 president's work report of the company was deliberated and adopted with 14 votes in favor, none against and no abstention.
2、 The proposal on the 2021 annual work report of the board of directors of the company was deliberated and adopted with 14 votes in favor, none against and no abstention.
And agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 The proposal on the full text and summary of the company's 2021 annual report was deliberated and adopted with 14 votes in favor, none against and no abstention. For the summary of the report, see the company's in Shanghai Securities News, China Securities News, securities times and Securities Daily on the same day. For the full text of the report, see the website of Shanghai Stock Exchange (www.sse. Com. CN).
And agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 The proposal on the 2021 annual financial statement of the company was deliberated and adopted with 14 votes in favor, none against and no abstention.
And agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 The proposal on the 2022 financial budget report of the company was deliberated and adopted with 14 votes in favor, none against and no abstention.
And agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 The proposal on the company's profit distribution plan for 2021 was deliberated and adopted with 14 votes in favor, none against and no abstention. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement disclosed by Shanghai Securities News, China Securities News, securities times and Securities Daily (Announcement No.: 2022015).
And agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 The proposal on confirming the implementation of the company's daily related party transactions in 2021 and the expected daily related party transactions in 2022 was deliberated and adopted with eight votes in favor, none against and no abstention. This proposal involves related party transactions, and related directors Li Guangning, Guo Lingyong, Xie Wei, Guo Jin, Xu Jili and Zhang Yan avoided voting. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement disclosed by Shanghai Securities News, China Securities News, securities times and Securities Daily (Announcement No.: 2022016). And agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 The proposal on the risk disposal plan for connected transactions between the company and Zhuhai HUAFA Group Finance Co., Ltd. was deliberated and adopted with eight votes in favor, none against and no abstention. This proposal involves related party transactions, and related directors Li Guangning, Guo Lingyong, Xie Wei, Guo Jin, Xu Jili and Zhang Yan avoided voting. See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for the full text of the plan.
The independent directors of the company express their independent opinions as follows: the risk disposal plan for related party transactions between the company and Zhuhai HUAFA Group Finance Co., Ltd. formulated by the company covers the risk disposal organization and responsibilities, information report and disclosure, risk disposal procedures and measures and subsequent matters. The content is clear and feasible, which can effectively prevent, timely control and resolve the company's financial business risks and maintain the safety of the company's funds, Protect the interests of the company and shareholders, especially minority shareholders.
To sum up, we agree with the risk disposal plan for related party transactions between the company and Zhuhai HUAFA Group Finance Co., Ltd.
9、 The proposal on the 2021 annual risk continuous assessment report of Zhuhai HUAFA Group Finance Co., Ltd. was deliberated and adopted with eight votes in favor, none against and no abstention. This proposal involves related party transactions, and related directors Li Guangning, Guo Lingyong, Xie Wei, Guo Jin, Xu Jili and Zhang Yan avoided voting. The full text of the appraisal report is detailed on the website of Shanghai Stock Exchange (www.sse. Com. CN).
The independent directors of the company expressed the following independent opinions:
1. As a normative non bank financial institution approved by Bank Of China Limited(601988) Industry Regulatory Commission, HUAFA Group Finance Co., Ltd. (hereinafter referred to as "finance company") provides financial services for the company and its subsidiaries within its business scope, which complies with the provisions of relevant national laws and regulations.
2. The 2021 annual risk continuous assessment report of Zhuhai HUAFA Group Finance Co., Ltd. fully reflects the business qualification, business and risk status of the finance company. There are no major defects in the risk management of the financial company. Agree to conduct financial business with the finance company.
10、 The proposal on Amending the financial services agreement and related party transactions was deliberated and adopted by eight votes in favor, none against and no abstention. This proposal involves related party transactions, and related directors Li Guangning, Guo Lingyong, Xie Wei, Guo Jin, Xu Jili and Zhang Yan avoided voting. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement disclosed by Shanghai Securities News, China Securities News, securities times and Securities Daily (Announcement No.: 2022017).
And agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 The proposal on the 2021 annual social responsibility report of the company was deliberated and adopted with 14 votes in favor, none against and no abstention. See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for the full text of the report.
12、 The proposal on the 2021 annual report of independent directors of the company was deliberated and adopted with 14 votes in favor, none against and no abstention. See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for the full text of the report.
And agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
13、 The proposal on the 2021 annual performance report of the audit committee of the board of directors of the company was deliberated and adopted with 14 votes in favor, none against and no abstention. See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for the full text of the report.
14、 The proposal on the 2021 annual internal control inspection and supervision report of the company was deliberated and adopted with 14 votes in favor, none against and no abstention.
15、 The proposal on the company's 2021 annual internal control evaluation report was deliberated and adopted with 14 votes in favor, none against and no abstention. See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for the full text of the report.
16、 The proposal on the company's internal control audit report was deliberated and adopted with 14 votes in favor, none against and no abstention. See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for the full text of the report. 17、 The proposal on renewing the appointment of accounting firms was deliberated and adopted with 14 votes in favor, none against and no abstention. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement disclosed by Shanghai Securities News, China Securities News, securities times and Securities Daily (Announcement No.: 2022018).
And agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
18、 The proposal on the special report on the deposit and actual use of the company's raised funds in 2021 was deliberated and adopted with 14 votes in favor, none against and no abstention. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement disclosed by Shanghai Securities News, China Securities News, securities times and Securities Daily (Announcement No.: 2022019).
19、 The proposal on requesting the general meeting of shareholders to authorize the company and its subsidiaries to carry out financing was deliberated and adopted with 14 votes in favor, none against and no abstention.
According to the company's business plan for 2022, the company and subsidiaries at all levels plan to raise no more than 120 billion yuan in 2022 (excluding the loan and credit line applied to Zhuhai HUAFA Group Finance Co., Ltd.). The general meeting of shareholders of the company is hereby requested to authorize the management team of the company to make specific decisions on relevant financing matters within the above-mentioned limit of 120 billion yuan. The authorization of the above financing matters shall be valid from the date of deliberation and approval of the company's general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders.
And agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
20、 The proposal on the company's 2022 annual guarantee plan was deliberated and adopted with 14 votes in favor, none against and no abstention. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement disclosed by Shanghai Securities News, China Securities News, securities times and Securities Daily (Announcement No.: 2022020).
And agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
21、 The proposal on requesting the general meeting of shareholders to authorize the company's management team to carry out foreign investment was deliberated and adopted with 14 votes in favor, none against and no abstention.
According to the company's strategic plan and the 2022 annual business plan, the board of directors of the company submitted to the general meeting of shareholders of the company to authorize the company's management team to decide and specifically carry out direct investment in real estate (including equity and creditor's rights, which are used to directly or indirectly obtain land resources and carry out follow-up project development and operation and other related industries) within the amount of no more than 60 billion yuan. At the same time, the board of directors is authorized to adjust the total investment within the range of no more than 20% of the total investment according to market changes and the needs of the company's project expansion. The validity period of the above authorized matters is from the date of deliberation and approval of the company's general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders.
And agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
22、 The proposal on HUAFA group providing guarantee for the company's financing and the company providing counter guarantee and related party transactions to HUAFA group was deliberated and adopted with 8 votes in favor, 0 votes against and 0 abstentions. This proposal involves related party transactions, and related directors Li Guangning, Guo Lingyong, Xie Wei, Guo Jin, Xu Jili and Zhang Yan avoided voting. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement disclosed by Shanghai Securities News, China Securities News, securities times and Securities Daily (Announcement No.: 2022021).
And agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
23、 The proposal on providing financial assistance was deliberated and adopted by 14 votes in favor, none against and no abstention. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement disclosed by Shanghai Securities News, China Securities News, securities times and Securities Daily (Announcement No.: 2022022).
And agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
24、 Deliberated the proposal on insuring liability insurance for directors, supervisors and senior managers of the company. In order to promote the directors, supervisors and senior managers of the company to exercise their management and supervision responsibilities more independently and effectively, and increase the protection of the legitimate rights and interests of minority shareholders, according to the relevant provisions of the standards for the governance of listed companies, the company plans to insure the directors, supervisors and senior managers with liability insurance. The specific scheme of liability insurance is as follows:
1. Applicant: Huafa Industrial Co.Ltd.Zhuhai(600325)
2. Insured: directors, supervisors and senior managers
3. Limit of compensation: no more than 100 million yuan
4. Total premium: no more than 550000 yuan
5. Insurance period: 12 months (it can be renewed or re insured every year)
At the same time, the general meeting of shareholders is requested to authorize the management team to handle specific matters related to the purchase of directors, supervisors and senior managers' liability insurance, including but not limited to: determining other relevant responsible personnel; Determine the insurance company; Determine the insured amount, premium and other insurance terms; Select and employ insurance brokerage companies or other intermediaries; Sign relevant legal documents and deal with other matters related to insurance; And handle matters related to renewal or re insurance at or before the expiration of the liability insurance contract of the directors, supervisors and senior managers in the future.
All directors avoid this vote, and this proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
25、 The proposal on Amending the articles of association was deliberated and adopted by 14 votes in favor, none against and no abstention. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement disclosed by Shanghai Securities News, China Securities News, securities times and Securities Daily (Announcement No.: 2022023).
And agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
26、 The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted with 14 votes in favor, none against and no abstention. The notice of the general meeting of shareholders is detailed in the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement disclosed by Shanghai Securities News, China Securities News, securities times and Securities Daily (Announcement No.: 2022025).
It is hereby announced.
Huafa Industrial Co.Ltd.Zhuhai(600325)
