Securities code: Guizhou Chanhen Chemical Corporation(002895) securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) Announcement No.: 2022051
Convertible bond Code: 127043 convertible bond abbreviation: CHUANHENG convertible bond
Guizhou Chanhen Chemical Corporation(002895)
Announcement of resolutions of the 9th meeting of the 3rd board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete
False records, misleading statements or material omissions.
1、 Meetings of the board of supervisors
Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as "the company" and "the company") (Securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) , securities code: Guizhou Chanhen Chemical Corporation(002895) ) the notice of the ninth meeting of the third board of supervisors was sent by e-mail on April 7, 2022, and the meeting was held by on-site meeting on April 15, 2022. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attend the meeting. The meeting was convened and presided over by Mr. Chen Mingfu, and the Secretary of the board of directors attended the meeting as nonvoting delegates. The meeting of the board of supervisors was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
1. Deliberated and adopted the full text and summary of the 2021 Annual Report
The board of supervisors reviewed the full text and summary of the 2021 annual report prepared by the board of directors and reached the following audit opinions: after audit, the board of supervisors considered that the procedures for the preparation and review of the Guizhou Chanhen Chemical Corporation(002895) 2021 annual report by the board of directors complied with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflected the actual situation of the listed company without any false records Misleading statements or material omissions.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The full text of the 2021 annual report and its abstract (Announcement No.: 2022041) are disclosed in the information disclosure media at the same time as this announcement.
2. Deliberated and adopted the work report of the board of supervisors in 2021
The board of supervisors summarized and reported on his performance of duties in 2021, including the convening of the meeting of the board of supervisors in 2021 and the supervision opinions of the board of supervisors on directors, senior executives and related matters.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. Deliberated and adopted the financial final accounts report of 2021
Overall situation of main economic indicators in 2021:
(1) As of December 31, 2021, the company has total assets of 69229425 million yuan, total liabilities of 31848302 million yuan and owner's equity of 37381123 million yuan.
(2) In 2021, the operating revenue was 25 Zhejiang Taifu Pump Co.Ltd(300992) 00 yuan, the total profit was 4359047 million yuan, and the net profit was 3845608 million yuan.
(3) In 2021, the net cash flow from operating activities was 80474800 yuan, the net cash flow from investment activities was -1632914400 yuan, the net cash flow from financing activities was 2248987200 yuan, and the net increase in cash and cash equivalents was 693137500 yuan.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. Deliberated and adopted the financial budget report for 2022
Based on the careful analysis and summary of the implementation of the comprehensive budget in 2021, combined with the development characteristics and development cycle of the industry, around the company's development plan and the production and operation plan in 2022, the company fully considered the changes of the budget year, and actively, steadily, reasonably and scientifically prepared the comprehensive budget plan in 2022 in accordance with the provisions of the national financial and accounting system and the requirements of accounting work.
The management of the company estimates that in 2022, the company will realize an operating revenue of 3 billion yuan and a net profit of 500 million yuan.
Special note: the above financial budget is the internal management control index of the company's business plan for 2022, and does not represent the company's profit forecast or commitment for 2022. Whether the budget index can be realized depends on the comprehensive impact of macroeconomic operation, changes in market demand, industry development and operation management, and there is great uncertainty. Investors should pay special attention to it.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. Reviewed and approved the profit distribution plan for 2021
According to the guidance of the CSRC on encouraging enterprises to pay cash dividends and giving investors stable and reasonable returns, and in line with the proposal of the board of directors, the company's profit distribution plan for 2021 is to distribute cash dividends of 2.00 yuan (including tax) to all shareholders for every 10 shares based on the total share capital on the date of equity registration determined by the profit distribution implementation announcement, without bonus shares and capital reserve conversion into share capital. Since the convertible corporate bonds publicly issued by the company are in the conversion period, if the total share capital of the company changes due to the listing of new shares, the granting and exercise of equity incentive, the conversion of convertible bonds into shares, share repurchase and other matters from the disclosure of the distribution plan to the implementation of the distribution plan, the profit distribution of the company in 2021 shall be in accordance with the principle of "unchanged dividend proportion" (cash dividend of 2.00 yuan (including tax) for every 10 shares, without bonus shares, The total amount of cash dividends shall be adjusted according to the total amount of capital stock. At the same time, the company will adjust the conversion price of publicly issued convertible corporate bonds according to the profit distribution plan reviewed and approved by the board of directors and the general meeting of shareholders. For details, see the announcement of profit distribution plan in 2021 (Announcement No.: 2022042) disclosed in the information disclosure media at the same time as this announcement.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6. Deliberated and adopted the 2021 internal control self-evaluation report
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, on the basis of daily and special supervision of internal control, the effectiveness of the company's internal control as of December 31, 2021 (benchmark date of internal control evaluation report) was evaluated, and the 2021 internal control self-evaluation report was prepared, The above report has been posted on cninfo.com at the same time as this announcement（ http://www.cn.info.com.cn. ）Disclosure.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: adopted.
7. Deliberated and adopted the report of the first quarter of 2022
The board of supervisors reviewed the report for the first quarter of 2022 prepared by the board of directors and reached the following audit opinions: after audit, the board of supervisors considered that the procedures for the preparation and review of the report for the first quarter of Guizhou Chanhen Chemical Corporation(002895) 2022 prepared and reviewed by the board of directors complied with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflected the actual situation of the listed company without any false records Misleading statements or material omissions.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: adopted.
The first quarter report of 2022 (Announcement No.: 2022045) is published on the information disclosure media at the same time as this announcement
8. Deliberated and passed the proposal on the company's compliance with the conditions for non-public development of shares
In accordance with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance by listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies, the board of directors of the company carefully checked the actual operation and related matters of the company item by item in accordance with the relevant requirements of non-public offering of shares by listed companies, It is believed that the company has met the current relevant provisions on non-public offering of shares and has the conditions for non-public offering of shares.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
9. Deliberated and passed the proposal on the non-public development of A-share scheme in 2022
Each sub proposal of this proposal shall be voted separately:
The company plans to raise funds by non-public offering of shares to specific objects. The specific scheme is as follows:
9.01 type and par value of shares issued
The shares issued this time are RMB ordinary shares (A shares) listed in China, with a par value of 1.00 yuan per share.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: adopted.
9.02 issuance method
This offering is in the form of non-public offering and will be issued to specific objects at an appropriate time within the validity period approved by the securities regulatory authorities such as the CSRC.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: adopted.
9.03 issue price and pricing principle
The pricing benchmark date of this offering is the first day of the issuance period of this non-public offering. The issue price shall not be less than 80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date (average trading price of shares 20 trading days before the pricing benchmark date = total trading volume of shares 20 trading days before the pricing benchmark date / total trading volume of shares 20 trading days before the pricing benchmark date).
The final issue price shall be authorized by the general meeting of shareholders of the company. After obtaining the approval document of the CSRC on the non-public offering of shares, the board of directors and the recommendation institution shall negotiate and determine it with the recommendation institution in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities.
In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital between the pricing base date and the issuance date, the issuance reserve price of this issuance will be adjusted accordingly.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: adopted.
9.04 issuing object and subscription method
The objects of this offering are no more than 35 specific investors, including securities investment fund management companies, securities companies, trust companies, financial companies, insurance institutional investors, qualified overseas institutional investors and other legal persons, natural persons or other institutional investors in accordance with laws and regulations. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for shares with more than two products under their management shall be regarded as one issuance object. If a trust company is the issuing object, it can only subscribe with its own funds.
The final issuing object shall be authorized by the general meeting of shareholders of the company. After obtaining the approval of the CSRC, the board of directors and the sponsor (lead underwriter) shall negotiate and determine according to the subscription of the issuing object in accordance with the relevant provisions of the CSRC.
The issuing objects of this issuance subscribe for the shares issued in cash.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: adopted.
9.05 number of issues
The number of shares to be issued in this non-public offering shall not exceed 100 million shares (including this number), accounting for 20.47% and no more than 30% of the total share capital of the company as of March 31, 2022.
If the total number of shares in this non-public offering is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares in this non-public offering will be adjusted accordingly.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: adopted.
9.06 restricted period
The shares of this non-public offering subscribed by investors shall not be transferred within 6 months from the date of completion of the offering.
The shares derived from the shares obtained by the issuing object based on this non-public offering due to the company's share offering and the conversion of capital reserve into share capital shall also comply with the above arrangement of the restricted sale period. The reduction of the company's shares obtained by the issuing object of this non-public offering after the expiration of the sales restriction period shall also comply with the relevant provisions of laws, regulations, rules, normative documents, relevant rules of Shenzhen Stock Exchange and the articles of association.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: adopted.
9.07 purpose of raised funds
The total amount of funds raised in this issuance shall not exceed 3529289400 yuan (including this amount). The net amount after deducting the issuance expenses is proposed to be invested in the following projects:
Unit: 10000 yuan
No. project name total investment of the project to be invested in raised funds
1. 120000 tons / 12952249 food grade purified phosphoric acid project produced by comprehensive utilization of medium and low-grade phosphate rock in 200589
609.42 million tons / year phosphoric acid purification project
3. New 2.5 million T / a mining project of jigongling Phosphate Mine
