Securities code: China Hainan Rubber Industry Group Co.Ltd(601118) securities abbreviation: China Hainan Rubber Industry Group Co.Ltd(601118) Announcement No.: 2022018 China Hainan Rubber Industry Group Co.Ltd(601118)
Announcement of resolutions of the 8th meeting of the 6th 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 China Hainan Rubber Industry Group Co.Ltd(601118) (hereinafter referred to as “the company”) the eighth meeting of the sixth board of directors was held on April 7, 2022 in the form of on-site + communication voting. The company has sent a written notice of the meeting to all directors of the company on March 28, 2022. There are 9 directors who should attend the meeting and 9 actually attended the meeting. The convening of this meeting is legal and effective in accordance with the relevant provisions of the company law and the articles of association. The meeting adopted the following proposals by open ballot:
1、 Review the annual report of China Hainan Rubber Industry Group Co.Ltd(601118) 2021 (full text and abstract) (see the website of Shanghai Stock Exchange at www.sse. Com. CN for details)
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
2、 Review the work report of the board of directors in China Hainan Rubber Industry Group Co.Ltd(601118) 2021
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
3、 Review the work report of independent directors in China Hainan Rubber Industry Group Co.Ltd(601118) 2021 (see the website of Shanghai Stock Exchange at www.sse. Com. CN for details)
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
This report will be reported at the 2021 annual general meeting.
4、 Review the performance report of the audit committee of the board of directors in China Hainan Rubber Industry Group Co.Ltd(601118) 2021 (see the website of Shanghai Stock Exchange at www.sse. Com. CN for details)
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
5、 Review the work report of the general manager of China Hainan Rubber Industry Group Co.Ltd(601118) 2021
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
6、 Review the social responsibility report of China Hainan Rubber Industry Group Co.Ltd(601118) 2021 (see the website of Shanghai Stock Exchange at www.sse. Com. CN for details)
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
7、 Review the internal control evaluation report of China Hainan Rubber Industry Group Co.Ltd(601118) 2021 (see the website of Shanghai Stock Exchange at www.sse. Com. CN for details)
All independent directors of the company expressed their independent opinions.
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
8、 Review the internal control audit report of China Hainan Rubber Industry Group Co.Ltd(601118) 2021 (see the website of Shanghai Stock Exchange at www.sse. Com. CN for details)
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) believes that the company maintained effective internal control over financial reporting in all major aspects in accordance with the basic norms of enterprise internal control and relevant regulations on December 31, 2021.
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
9、 Considering the proposal of China Hainan Rubber Industry Group Co.Ltd(601118) on the remuneration of senior executives in 2021 and the remuneration scheme in 2022, the related director Jiang Hongtao withdrew from voting.
All independent directors of the company expressed their independent opinions.
Voting results: the proposal was adopted with 8 affirmative votes, 0 negative votes and 0 abstention votes.
10、 Review the special report on the deposit and actual use of raised funds in China Hainan Rubber Industry Group Co.Ltd(601118) 2021 (see the website of Shanghai Stock Exchange at www.sse. Com. CN for details)
All independent directors of the company expressed their independent opinions.
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
11、 Review the final financial statement report of China Hainan Rubber Industry Group Co.Ltd(601118) 2021
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) audited the financial statements of the company in 2021 and issued a standard unqualified audit report. In 2021, the company realized an operating revenue of 15.333 billion yuan; The net profit attributable to the shareholders of the listed company is 151 million yuan; The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was -233 million yuan.
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
12、 Review the profit distribution plan for China Hainan Rubber Industry Group Co.Ltd(601118) 2021 (see the website of Shanghai Stock Exchange at www.sse. Com. CN for details)
According to the company’s capital status and the relevant provisions of the CSRC on dividends of listed companies, it is hereby proposed to distribute RMB cash dividends of 0.106 yuan (including tax) to all shareholders for every 10 shares based on the company’s total share capital of 4279427797 shares at the end of 2021, with a total distributed profit of 4536193465 yuan, accounting for 30.09% of the net profit attributable to shareholders of Listed Companies in the company’s consolidated statements, The remaining undistributed profit of 63631131109 yuan is carried forward to the distribution of the next year, and shares will not be sent or increased this time.
All independent directors of the company expressed their independent opinions.
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
13、 Deliberating the proposal of China Hainan Rubber Industry Group Co.Ltd(601118) on withdrawing the provision for asset impairment in 2021 (see the website of Shanghai Stock Exchange at www.sse. Com. CN for details)
In accordance with the relevant provisions of the accounting standards for business enterprises and the company’s accounting policies, based on the principle of prudence, the company accrued a total of 1038944 million yuan of credit and asset impairment losses in 2021, reducing the total profit of the consolidated statements in 2021 by 1038944 million yuan.
All independent directors of the company expressed their independent opinions.
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
14、 Review the risk assessment report of Hainan agricultural reclamation Group Finance Co., Ltd. on providing financial services for the company in 2021 (see the website of Shanghai Stock Exchange at www.sse. Com. CN for details)
Associated directors AI Yilun, Jiang Hongtao, Li Xiaoping, Meng Xiaoliang and Han Xubin avoided voting.
All independent directors of the company expressed their independent opinions.
Voting results: the proposal was adopted with 4 affirmative votes, 0 negative votes and 0 abstention votes.
15、 Review the China Hainan Rubber Industry Group Co.Ltd(601118) 2022 annual financial budget report
In 2022, China Hainan Rubber Industry Group Co.Ltd(601118) will focus on high-quality development, adhere to the general tone of seeking progress while maintaining stability, focus on strengthening capacity-building in base management, processing quality improvement, direct terminal sales of products, trade compliance risk control, scientific and technological innovation, consolidate industrial foundation, strengthen industrial chain coordination, strengthen scientific and technological support, and continuously improve organizational control, strategic implementation and profitability of production and operation, More standardized and efficient to promote the sustained, healthy and high-quality development of enterprises. In 2022, the company will strive to realize the rubber trade volume of 1.4 million tons, and the total revenue will increase by 15% year-on-year. (the above objectives do not represent the company’s profit forecast for 2022, nor do they constitute the company’s performance commitment to investors. Investors should accurately understand the difference between business plan and performance commitment, invest rationally and maintain sufficient risk awareness of investment behavior.)
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
16、 Deliberating the proposal of China Hainan Rubber Industry Group Co.Ltd(601118) on the prediction of daily connected transactions in 2022 (see the website of Shanghai Stock Exchange at www.sse. Com. CN for details)
Associated directors AI Yilun, Jiang Hongtao, Li Xiaoping, Meng Xiaoliang and Han Xubin avoided voting.
All independent directors of the company have expressed their prior approval opinions and independent opinions.
Voting results: the proposal was adopted with 4 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
17、 Deliberating the proposal of China Hainan Rubber Industry Group Co.Ltd(601118) on the financing limit in 2022
In combination with the latest development trend of rubber market, in order to meet the company’s daily production, operation and investment capital needs, the company plans to apply for financing through financial institution loans, bank bills, trade financing and other means. The total amount of financing is limited to controlling the company’s asset liability ratio of no more than 60%, which is effective within 12 months from the date when the proposal is considered and approved by the general meeting of shareholders. The units that can use the financing limit include: the company’s headquarters and all its holding subsidiaries. After the approval of the general meeting of shareholders, the management of the company shall determine the actual financing amount according to the daily business needs within the limit approved by the general meeting of shareholders, and authorize the general manager and the financial department to handle each specific loan according to the company’s financing decision-making system and fund management system.
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
18、 Deliberating the proposal of China Hainan Rubber Industry Group Co.Ltd(601118) on providing financing guarantee for subsidiaries in 2022 (see the website of Shanghai Stock Exchange at www.sse. Com. CN for details)
According to the needs of the company’s business development, in 2022, the company plans to provide a guarantee with a total amount of no more than RMB 1450 million for the financing of its five wholly-owned subsidiaries; R1 internationalpte Ltd plans to provide a guarantee with a total amount of no more than US $42.2 million for the financing of its two wholly-owned subsidiaries; The guarantee is valid for 12 months from the date when the proposal is approved by the competent authority. On the premise that the total amount of guarantee provided by the company for wholly-owned subsidiaries has not exceeded, the actual amount of financing guarantee can be adjusted as appropriate among wholly-owned subsidiaries with an audited asset liability ratio of less than 70% in the latest period. Authorize the general manager and Finance Department of the company to handle the above guarantee matters.
All independent directors of the company expressed their independent opinions.
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
The asset liability ratio of Shanghai Longxiang International Trade Co., Ltd., Qingdao Longjiao International Trade Co., Ltd., China rubber resources (Hainan) Co., Ltd., R1 International (Thailand) Limited and R1 International (America) Inc. exceeds 70%. The guarantee matters of the above five companies need to be submitted to the 2021 annual general meeting for deliberation.
19、 Deliberating the proposal of China Hainan Rubber Industry Group Co.Ltd(601118) on the proposed signing of financial service agreement and related party transactions (see the website of Shanghai Stock Exchange at www.sse. Com. CN for details)
Associated directors AI Yilun, Jiang Hongtao, Li Xiaoping, Meng Xiaoliang and Han Xubin avoided voting.
All independent directors of the company have expressed their prior approval opinions and independent opinions.
Voting results: the proposal was adopted with 4 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
20、 Review the China Hainan Rubber Industry Group Co.Ltd(601118) proposal on changes in accounting policies (see the website of Shanghai Stock Exchange at www.sse. Com. CN for details)
The change of accounting policies in accordance with the relevant provisions of the question and answer on the implementation of accounting standards for business enterprises issued by the Ministry of finance of the people’s Republic of China on November 2, 2021 will not have a significant impact on the company’s financial status and operating results. All independent directors of the company expressed their independent opinions.
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
21、 Deliberating the proposal of China Hainan Rubber Industry Group Co.Ltd(601118) on the hedging amount of futures in 2022
According to the market situation and the company’s business plan, the company will continue to carry out natural rubber futures hedging business in 2022, and the maximum amount of funds occupied by natural rubber futures hedging business will not exceed 855 million yuan.
All independent directors of the company expressed their independent opinions.
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
22、 Deliberating the China Hainan Rubber Industry Group Co.Ltd(601118) proposal on the achievement of performance commitments and asset impairment test results of R1 company, the target enterprise of major asset purchase and related party transactions (see the website of Shanghai Stock Exchange at www.sse. Com. CN for details)
Associated directors AI Yilun, Jiang Hongtao, Li Xiaoping, Meng Xiaoliang and Han Xubin avoided voting.
All independent directors of the company expressed their independent opinions.
Voting results: the proposal was adopted with 4 affirmative votes, 0 negative votes and 0 abstention votes.
23、 Review the internal audit work plan for China Hainan Rubber Industry Group Co.Ltd(601118) 2022
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
24、 Review the China Hainan Rubber Industry Group Co.Ltd(601118) 2022 annual investment plan
According to the company’s annual production and operation needs, the company plans to invest 7.472 billion yuan in 2022, mainly for productive biological assets investment, fixed assets investment, long-term equity investment, intangible assets investment and other expenses of project investment. The investment plan is the investment budget arrangement of the company in 2022. Whether the project is implemented or not is related to many factors such as the company’s business environment and strategic development, and there is uncertainty. Non routine business transactions included in the annual investment plan need to be approved and announced separately in accordance with the regulatory rules.
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
25、 Review the outline of China Hainan Rubber Industry Group Co.Ltd(601118) “14th five year plan” strategic plan (see the website of Shanghai Stock Exchange at www.sse. Com. CN for details)
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
26、 Review the China Hainan Rubber Industry Group Co.Ltd(601118) 2022 annual investor relations management plan (see the website of Shanghai Stock Exchange at www.sse. Com.. C for details)
