Securities code: Haining China Leather Market Co.Ltd(002344) securities abbreviation: Haining China Leather Market Co.Ltd(002344) Announcement No.: 2022004 Haining China Leather Market Co.Ltd(002344)
Announcement of resolutions of the 10th meeting of the 5th 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.
On April 14, 2022, Haining China Leather Market Co.Ltd(002344) (hereinafter referred to as "the company") held the 10th meeting of the 5th board of directors in the company's conference room. This meeting was held by means of communication. The notice of the meeting and the materials of the meeting were delivered by email and telephone on February 4, 2024. The meeting was convened and presided over by the chairman, Mr. Zhang Yueming. The convening procedures of this meeting comply with the provisions of the company law of the people's Republic of China and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. The directors present at the meeting passed the following proposals by fax:
1、 The proposal on reviewing the work report of the board of directors in 2021 was deliberated and adopted.
See the work report of the board of directors in 2021 on cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com.cn. ）。
Cong peiguo, Wang Baoping and Yang Dajun, independent directors of the 5th board of directors of the company, submitted the 2021 annual report of independent directors to the board of directors. See the 2021 annual report of independent directors on cninfo.com, the designated information disclosure website of the company（ http://www.cn.info.com.cn. ）。
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 The proposal on reviewing the 2021 general manager's work report was deliberated and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 The proposal on reviewing the annual report and summary of 2021 was deliberated and adopted.
For details of the 2021 annual report and abstract, please refer to securities times, China Securities Journal and cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）。
Voting results: 9 in favor, 0 against and 0 abstention.
According to the audit report TJS [2022] No. 2278 issued by Tianjian certified public accountants, the net profit of the parent company in 2021 was 16871780825 yuan, plus the undistributed profit of the parent company at the beginning of the year of 260152973982 yuan, deducting 2436971614 yuan of cash dividend distribution in 2020, the profit available for distribution to shareholders in 2021 was 274587783193 yuan. Withdraw 10% of the statutory surplus reserve of 1687178025 yuan according to the net profit of the parent company in 2021; The undistributed profit of the parent company at the end of the reporting period was 27290605110 yuan.
The company's profit distribution plan for 2021 is as follows: Based on 1282745046 shares of the company's total share capital as of December 31, 2021, deducting 128086 shares of repurchased shares cancelled by the company as of the date of this announcement, the company will distribute a cash dividend of RMB 0.3 (tax included) for every 10 shares to all shareholders, with a total distribution of RMB 3847850880. No bonus shares will be given and no accumulation fund will be converted into share capital. The remaining undistributed profit of 269052754230 yuan is carried forward to the next year.
The board of directors of the company believes that the cash flow of the company is relatively abundant, and the cash dividend will not cause the shortage of working capital of the company, which is consistent with the growth of the company and the future development of the company; The profit distribution plan for 2021 complies with relevant laws, regulations, normative documents and relevant provisions on distribution policies in the articles of association. The profit distribution plan has legitimacy, compliance and rationality. Before the disclosure of the plan, the company strictly controlled the scope of insiders and fulfilled the obligation of confidentiality and prohibition of insider trading to relevant insiders.
For the relevant opinions of the independent directors and the board of supervisors of the company, please refer to cninfo.com, the designated information disclosure website of the company（ http://www.cn.info.com.cn. ）。
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 The proposal on reviewing the self-evaluation report on internal control in 2021 was considered and adopted.
Refer to cninfo.com, the company's designated information disclosure website, for details of the 2021 internal control self-evaluation report and the relevant opinions of the company's independent directors and the board of supervisors（ http://www.cn.info.com.cn. ）。
Voting results: 9 in favor, 0 against and 0 abstention.
6、 The proposal on reviewing the financial final accounts report of 2021 was deliberated and adopted.
The financial statements of the company in 2021 have been audited and verified by Tianjian certified public accountants, and an unqualified audit report of Tianjian audit [2022] No. 2278 standard has been issued. In 2021, the company achieved a total operating revenue of 1455643100 yuan, an increase of 1.59% over the previous year; The net profit attributable to shareholders of listed companies was 327898100 yuan, a year-on-year increase of 68.52%.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 The proposal on reviewing the financial budget report of 2022 was deliberated and adopted.
In 2022, the company plans to achieve an annual operating income of 198 million yuan, an operating profit of 495 million yuan and a net profit attributable to shareholders of listed companies of 350 million yuan.
Basis for business performance prediction in 2022:
1. Deepen the integration of online business, continue to build an innovation engine, and realize the rapid growth of relevant income through the cultivation of e-commerce base and the three sectors of operation, logistics and supply chain in the base;
2. Continue to promote diversified investment; Further enrich the business content of the financial sector, broaden business models and channels, and steadily promote business development;
3. In terms of sales of shops and supporting properties, Chengdu phase II project is expected to achieve sales.
Special note: this budget is the internal management control index of the company's business plan in 2022 and does not represent the company's profit forecast. Whether it can be realized depends on many factors such as the macroeconomic environment, market conditions, industry development and the efforts of the company's management team. There is great uncertainty. Investors are advised to pay attention to investment risks.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 The proposal on reviewing the special report on the deposit and use of raised funds in 2021 was considered and adopted.
The special report on the deposit and use of raised funds in 2021 and the relevant opinions and assurance reports of the company's independent directors, board of supervisors, recommendation institutions and external accounting firms are detailed in the company's designated information disclosure media securities times, China Securities News and cninfo（ http://www.cn.info.com.cn. ）。 Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 The proposal on reappointment of Tianjian certified public accountants as the audit institution of the company was deliberated and adopted.
The company plans to continue to employ Tianjian certified public accountants as the audit institution of the company in 2022. See securities times, China Securities News and cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on reappointment of Tianjian certified public accountants as the audit institution of the company disclosed on the same day.
For the prior approval opinions, independent opinions and relevant opinions of the board of supervisors of the company's independent directors, see cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com.cn. ）。
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 The proposal on continuing to use self owned funds for investment and financial management was deliberated and adopted.
According to the resolution of the company's third extraordinary general meeting in 2018, it is approved to use its own funds of no more than RMB 1 billion for investment and wealth management. Now the investment term expires. In view of the relatively stable net cash flow of the company, in order to improve the efficiency of fund use and increase the return of shareholders, the company plans to continue to use its own funds of no more than 1 billion yuan for investment and financial management on the premise of ensuring the fund demand of the company's daily operation and project construction and effectively controlling the risk.
See securities times, China Securities News and cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on continuing to use self owned funds for investment and financial management disclosed on the same day.
The independent directors of the company issued explicit consent opinions. See cninfo.com, the company's designated information disclosure website, for details（ http://www.cn.info.com.cn. ）。
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 The proposal on changing the registered capital and total share capital of the company and amending the articles of association was deliberated and adopted.
See securities times, China Securities News and cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on changing the registered capital and total share capital of the company and amending the articles of Association disclosed on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 The proposal on Amending the measures for the administration of remuneration of Haining China Leather Market Co.Ltd(002344) operators was deliberated and adopted.
See securities times, China Securities News and cninfo.com for details（ http://www.cn.info.com.cn. ）The announcement on Revising the measures for the administration of remuneration of Haining China Leather Market Co.Ltd(002344) operators disclosed on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13、 The proposal on providing guarantee for the rehabilitation hospital of the holding subsidiary was deliberated and adopted.
See securities times, China Securities News and cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on providing guarantee for the rehabilitation hospital of the holding subsidiary disclosed on the same day.
The independent directors of the company issued explicit consent opinions. See cninfo.com, the company's designated information disclosure website, for details（ http://www.cn.info.com.cn. ）。
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14、 The proposal on providing guarantee and financial assistance for the holding subsidiary Chuangjia company was deliberated and adopted. See securities times, China Securities News and cninfo.com for details（ http://www.cn.info.com.cn. ）The announcement on providing guarantee for the holding subsidiary Chuangjia company and the announcement on providing financial assistance for the holding subsidiary Chuangjia company disclosed on the same day.
The independent directors of the company issued explicit consent opinions. See cninfo.com, the company's designated information disclosure website, for details（ http://www.cn.info.com.cn. ）。
Voting results: 9 in favor, 0 against and 0 abstention.
15、 The proposal on financial assistance provided by wholly-owned subsidiaries to their joint-stock companies was deliberated and adopted. According to the business needs of Wuhan Huining Business Management Co., Ltd., a joint-stock company subordinate to Wuhan Haichao Haining Leather City Co., Ltd., a wholly-owned subsidiary of the company, Wuhan Haichao Haining Leather City Co., Ltd. plans to provide financial assistance of no more than 100 million yuan according to 49% of the actual investment proportion for a period of three years, and charge it a capital occupation fee at an annual interest rate of no less than 6%.
See securities times, China Securities News and cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on financial assistance provided by wholly-owned subsidiaries to their joint-stock companies disclosed on the same day.
The independent directors of the company issued explicit consent opinions. See cninfo.com, the company's designated information disclosure website, for details（ http://www.cn.info.com.cn. ）。
Voting results: 9 in favor, 0 against and 0 abstention.
16、 The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted.
The company decided to hold the 2021 annual general meeting of shareholders in the company conference room on the 19th floor of leather city building, Haining City, Zhejiang Province on May 18, 2022. For details, please refer to securities times, China Securities Journal and cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）Notice on convening the 2021 annual general meeting of shareholders disclosed on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
Documents for future reference
1. Resolutions of the 10th meeting of the 5th board of directors of the company;
2. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
