Securities code: Guizhou Chanhen Chemical Corporation(002895) securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) Announcement No.: 2022040
Convertible bond Code: 127043 convertible bond abbreviation: CHUANHENG convertible bond
Guizhou Chanhen Chemical Corporation(002895)
Announcement on the resolution of the 15th meeting of the third board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete
False records, misleading statements or material omissions.
1、 Meetings of the board of directors
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 15th meeting of the third board of directors was sent by e-mail on April 7, 2022, and the meeting was held by on-site meeting combined with communication voting in the company's conference room on April 15, 2022. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting, including Zhang Haibo, Duan Haoran, Peng Weiyang, Yan Kangping, Li shuanghai and Chen Zhenhua. The meeting was convened and presided over by Mr. Wu Haibin, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
1. Deliberated and adopted the full text and summary of the 2021 Annual Report
See the full text of 2021 annual report and its abstract (Announcement No.: 2022041) disclosed by the company in the information disclosure media at the same time as this announcement.
Voting: 9 in favor, 0 against, 0 abstention and 0 avoidance.
Voting result: adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. Deliberated and adopted the work report of the board of directors in 2021
In 2021, the board of directors of the company, in accordance with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association, the rules of procedure of the board of directors and other relevant laws and regulations as well as the relevant systems of the company, operated in a standardized and efficient manner, made prudent and scientific decisions, and made faithful and reliable decisions in an attitude of being responsible to all shareholders He exercised his power diligently and conscientiously, earnestly implemented the resolutions of the general meeting of shareholders, and effectively ensured the sustainable and healthy development of the company. The board of directors summarized its performance in 2021, including the convening of the board of directors, directors' participation in training, formulation of internal rules, employee incentive, etc.
Voting: 9 in favor, 0 against, 0 abstention and 0 avoidance.
Voting result: adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
All independent directors have submitted their work report in 2021, and the six independent directors serving in the company during the reporting period will report on their work at the 2021 annual general meeting of shareholders.
3. Deliberated and adopted the 2021 general manager's work report
In 2021, under the leadership of the board of directors, the management of the company actively carried out relevant work around the business objectives of 2021, and the general manager of the company summarized and reported the business situation of the company in 2021.
Voting: 9 in favor, 0 against, 0 abstention and 0 avoidance.
Voting result: adopted.
4. 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: 9 in favor, 0 against, 0 abstention and 0 avoidance.
Voting result: adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. 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: 9 in favor, 0 against, 0 abstention and 0 avoidance.
Voting result: adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6. 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, on the premise of conforming to the principle of profit distribution and ensuring the normal operation and long-term development of the company, in order to better take into account the interests of shareholders, the board of Directors proposes that the company's profit distribution plan for 2021 is based on the total share capital on the date of equity registration determined by the profit distribution implementation announcement, Cash dividends of 2.00 yuan (including tax) will be distributed to all shareholders for every 10 shares, no bonus shares will be given, and no capital reserve will be converted 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: 9 in favor, 0 against, 0 abstention and 0 avoidance.
Voting result: adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The relevant independent opinions of the independent directors on the matter are disclosed on cninfo.com at the same time as this announcement（ http://www.cn.info.com.cn. ）。
7. Deliberated and adopted the 2021 annual report on the deposit and use of raised funds
During the reporting period, the company completed the public issuance of convertible corporate bonds and obtained the funds raised by convertible bonds. The company and its holding subsidiaries used the funds raised by non-public issuance of shares and the funds raised by convertible bonds for the construction of raised investment projects respectively. For details, see the announcement on the storage and use of raised funds in 2021 (Announcement No.: 2022043) disclosed in the information disclosure media at the same time as this announcement.
Voting: 9 in favor, 0 against, 0 abstention and 0 avoidance.
Voting result: adopted.
The recommendation institution has issued special verification opinions on this matter. See details on cninfo.com at the same time as this announcement（ http://www.cn.info.com.cn. ）Disclosed Guosen Securities Co.Ltd(002736) verification opinions on the deposit and use of raised funds in Guizhou Chanhen Chemical Corporation(002895) 2021.
8. 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: 9 in favor, 0 against, 0 abstention and 0 avoidance.
Voting result: adopted.
The relevant independent opinions of the independent directors on the matter are disclosed on cninfo.com at the same time as this announcement（ http://www.cn.info.com.cn. ）。
The recommendation institution has issued special verification opinions on this matter. See details on cninfo.com at the same time as this announcement（ http://www.cn.info.com.cn. ）Disclosed verification opinions of Guosen Securities Co.Ltd(002736) on Guizhou Chanhen Chemical Corporation(002895) 2021 annual internal control self-evaluation report.
9. The proposal on reappointment of ShineWing as the company's audit institution in 2022 was reviewed and approved
ShineWing Certified Public Accountants (special general partnership) has scrupulously performed its duties in providing audit services for the company in the early stage, followed the professional standards of independence, objectivity and impartiality, and safeguarded the interests of the company and all shareholders from the perspective of accounting profession. The company plans to continue to employ ShineWing certified public accountants as the company's audit institution in 2022, For details, please refer to the announcement on the proposed renewal of employment of accounting firm in 2022 (Announcement No.: 2022044) disclosed by the company in the information disclosure media at the same time as this announcement.
Voting: 9 in favor, 0 against, 0 abstention and 0 avoidance.
Voting result: adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The prior approval opinions and independent opinions of the independent directors on the matter are disclosed on HTTP / / www.cninfo.com at the same time as this announcement（ http://www.cn.info.com.cn. ）。
10. Deliberated and adopted the report of the first quarter of 2022
The first quarter report of 2022 prepared by the company according to the operation of the first quarter of 2022 is detailed in the first quarter report of 2022 (Announcement No.: 2022045) disclosed in the information disclosure media at the same time as this announcement.
Voting: 9 in favor, 0 against, 0 abstention and 0 avoidance.
Voting result: adopted.
11. The proposal on confirming the amount of daily connected transactions in 2021 and increasing the estimated amount of daily connected transactions with bosus in 2022 was reviewed and approved
The board of directors confirmed the actual occurrence of the company's daily connected transactions in 2021 and explained the reasons for the large difference between the actual occurrence and the expectation. If the price of the products to be increased by more than RMB 30 million is determined based on the expected increase in the price of the related party transaction or the actual increase in the price of the related party transaction within the scope of the company's business, it will still be determined according to the estimated increase in the price of the products within the scope of the merger transaction and the actual increase in the price of the related party transaction, It will not damage the interests of the listed company and shareholders, and will not adversely affect the current and future financial status and operating results of the listed company; The main business of the listed company will not form significant dependence on related parties due to the related party transaction and will not affect the independence of the listed company. For details, see the announcement on confirming the amount of daily related party transactions in 2021 and increasing the expected daily related party transactions with bosus in 2022 (Announcement No.: 2022046) disclosed by the company in the information disclosure media at the same time as this announcement. Voting: 7 in favor, 0 against, 0 abstention and 2 avoidance.
Voting result: adopted.
Zhang Haibo and Wang Jiacai, the directors of Xinjiang bosuosi Ecological Technology Co., Ltd., the related parties, avoided voting on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The prior approval opinions and independent opinions of independent directors on the matter are disclosed on cninfo.com at the same time as this announcement（ http://www.cn.info.com.cn. ）。
The recommendation institution has issued special verification opinions on this matter. See details on cninfo.com at the same time as this announcement（ http://www.cn.info.com.cn. ）Disclosed Guosen Securities Co.Ltd(002736) verification opinions on Guizhou Chanhen Chemical Corporation(002895) confirming the amount of daily connected transactions in 2021 and increasing the expectation of daily connected transactions with bosus in 2022.
12. 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.
