Securities code: Guangzhou Hengyun Enterprises Holdings Ltd(000531) securities abbreviation: suihengyun a Announcement No.: 2022022 Guangzhou Hengyun Enterprises Holdings Ltd(000531)
Announcement of resolutions of the 13th meeting of the ninth 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 without false records, misleading statements or major omissions. 1、 Meetings of the board of directors
Guangzhou Hengyun Enterprises Holdings Ltd(000531) (hereinafter referred to as “the company”) the 13th meeting of the ninth board of directors was sent a written notice on March 28, 2022 and held at 9:30 a.m. on April 8, 2022 in the second conference room on the 18th floor of Hengyun center of the company. There are 11 directors who should attend the meeting and 10 directors actually present. Mr. Zhang Cunsheng, the director, was unable to attend the meeting due to business, and authorized and entrusted Mr. Chen Yue, the director, to exercise voting rights and sign relevant documents. The meeting was presided over by the chairman, Mr. Xu Hongsheng, and some supervisors and senior executives of the company attended the meeting as nonvoting delegates. The convening of this board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. 2、 Deliberations of the board meeting
The meeting deliberated and voted by open ballot to form the following resolutions:
(I) the company’s 2021 annual report and its summary were reviewed and adopted.
The company’s procedures for preparing and reviewing the 2021 annual report and its abstract comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions. Voting results: 11 in favor, 0 against and 0 abstention.
The directors, supervisors and senior managers of the company signed the written confirmation of the company’s 2021 annual report.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the 2021 annual report and the 2021 annual report summary disclosed by the company on April 9, 2022.
(II) the work report of the board of directors in 2021 was reviewed and adopted.
Voting results: 11 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the work report of the board of directors in 2021 disclosed by the company on April 9, 2022. (III) the company’s 2021 financial report was reviewed and approved.
Voting results: 11 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the 2021 financial audit report disclosed by the company on April 9, 2022. (IV) the company’s profit distribution plan for 2021 was reviewed and approved.
The standard unqualified audit report issued by ShineWing certified public accountants confirmed that the parent company realized a net profit of 44463785697 yuan in 2021. In accordance with the provisions of the company law and the articles of association, 10% of the statutory provident fund of 4446378570 yuan is withdrawn in this year, and no discretionary provident fund is withdrawn. The distributable profit of the parent company in that year is 40017407127 yuan.
The company’s profit distribution plan for 2021 is: Based on the total share capital of 685082820 shares on December 31, 2021, the company will distribute cash dividends of 1.8 yuan (including tax) to all shareholders for every 10 shares, with a total cash dividend of 12331490760 yuan, and the accumulated remaining undistributed profit of 176090264596 yuan will be carried forward for annual distribution in the future. At the same time, the capital reserve will be used to increase 2 shares for every 10 shares to all shareholders, with a total of 137016564 shares. After the increase, the total share capital of the company will be increased to 822099384 shares.
The board of Directors believes that the company’s 2021 annual profit distribution and capital reserve conversion plan fully takes into account the company’s operation, profit, development and capital situation in 2022. Comply with the profit distribution policy and the company’s shareholder return plan stipulated in the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association of the company, and there is no significant difference between the cash bonus level and the average level of Listed Companies in the industry; Comply with the accounting standards for business enterprises and other relevant provisions on the conversion of capital reserve into share capital.
Voting results: 11 in favor, 0 against and 0 abstention.
The independent directors of the company expressed independent opinions on the proposal.
This plan shall be implemented after being deliberated and approved by the general meeting of shareholders.
For details, please refer to the announcement on 2021 annual profit distribution plan disclosed by the company on April 9, 2022.
(V) reviewed and approved the company’s 2022 financial budget plan.
In 2022, the on grid power was 5.871 billion kwh, the heating capacity was 4.12 million tons, and the total operating revenue was 3.772 billion yuan.
Voting results: 11 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VI) the proposal on applying for bank credit in 2022 was deliberated and adopted.
1. The total credit line applied to banks and relevant financial institutions: the listed company shall not exceed 8 billion yuan (including the renewal of the due line).
2. Within the above credit line, the chairman and general manager of the company are responsible for negotiating with cooperative banks and relevant financial institutions to determine the credit line and sign relevant resolutions.
3. The chairman of the company is responsible for signing the comprehensive credit and the legal documents related to financing under it.
4. The resolution is valid until the date of issuance of the relevant resolution of the listed company on applying for credit line from the bank in the next year.
Voting results: 11 in favor, 0 against and 0 abstention.
(VII) the proposal on internal allocation of funds was deliberated and adopted.
1. Scope and balance of fund transfer: the balance of fund transfer between 100% controlled (including direct and indirect) parent subsidiaries (forward and reverse) and 100% controlled subsidiaries within the authorized group shall not exceed 2 billion yuan.
2. Fund transfer interest rate: in order to ensure the interests of all parties and follow the principle of fair transaction, the fund provider will charge interest according to the actual loan interest rate in the same period and the actual use time every quarter. 3. Authorize the company’s management team to decide the approval method, approval authority and other specific matters of internal fund allocation within the scope of the above authorization according to the specific implementation measures of the company’s “three priorities and one large” decision-making system.
4. The authorization of the board of directors is valid for one year.
Voting results: 11 in favor, 0 against and 0 abstention.
(VIII) the company’s 2021 internal control self-evaluation report was reviewed and adopted. According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, combined with the company’s internal control system and evaluation methods, the effectiveness of the company’s internal control on December 31, 2021 (benchmark date of internal control evaluation report) was evaluated on the basis of daily and special supervision of internal control.
Voting results: 11 in favor, 0 against and 0 abstention.
The board of supervisors and independent directors of the company expressed their opinions on the self-evaluation report on internal control in 2021. The accounting firm issued the internal control audit report.
For details, please refer to the 2021 annual internal control self evaluation report disclosed by the company on April 9, 2022.
(IX) the proposal on matters related to the convening of the 2021 annual general meeting of shareholders was deliberated and adopted.
The company held the 2021 annual general meeting of shareholders on Friday, April 29, 2022 by combining on-site voting and online voting.
Voting results: 11 in favor, 0 against and 0 abstention.
For details, please refer to the notice on convening the 2021 annual general meeting of shareholders disclosed by the company on April 9, 2022. 3、 Documents for future reference
Resolution of the 13th meeting of the 9th board of directors.
It is hereby announced.
Guangzhou Hengyun Enterprises Holdings Ltd(000531) board of directors
April 9, 2022
