Securities code: Baoding Lucky Innovative Materials Co.Ltd(300446) securities abbreviation: ST Le Cai Announcement No.: 2022022 Baoding Lucky Innovative Materials Co.Ltd(300446)
Announcement of resolutions of the 14th meeting of the 4th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Baoding Lucky Innovative Materials Co.Ltd(300446) (hereinafter referred to as "the company") the 14th meeting of the 4th board of directors was held at 9:00 a.m. on April 19, 2022 in the company's conference room in the form of combination of on-site and communication. The meeting has been notified to all directors by personal delivery, e-mail and telephone on April 4, 2022.
The meeting was convened and presided over by Chairman Zhang Yunfei. There were 9 directors who should attend and 9 directors actually attended. Among them, the directors attending the on-site meeting were Zhang Yunfei, Lu Shujing, Li Baomin, song Wensheng, Xie min and Suo Yaqiang, and the directors attending the meeting by means of communication were Guo Lili, Zhang Zhijun and Liu Hongchuan. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the relevant provisions of the company law of the people's Republic of China and the articles of association.
After careful discussion, the directors attending the meeting considered and adopted the following proposals by combining on-site voting and communication voting:
1、 The proposal on the work report of the general manager in 2021 was deliberated and adopted
Voting results: 9 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
2、 The proposal on the work report of the board of directors in 2021 was deliberated and adopted
Ms. Guo Lili, Mr. Zhang Zhijun and Mr. Liu Hongchuan, independent directors of the Fourth Board of directors of the company, respectively submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
Specific contents of the work report of the board of directors in 2021 and the work report of independent directors in 2021
Voting results: 9 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
3、 The proposal on the report on the deposit and use of raised funds in 2021 was deliberated and adopted
The independent directors and the board of supervisors of the company respectively gave their consent to the proposal. The audit institution Zhitong Certified Public Accountants (special general partnership) issued the verification report on the deposit and use of raised funds in Baoding Lucky Innovative Materials Co.Ltd(300446) 2021, and the recommendation institution China Securities Co.Ltd(601066) issued the special verification opinions on the deposit and use of raised funds in Baoding Lucky Innovative Materials Co.Ltd(300446) 2021.
The specific contents of the special report on the annual deposit and use of the company's raised funds and the opinions expressed by independent directors, the board of supervisors, recommendation institutions and audit institutions are detailed in the gem information disclosure website designated by the CSRC. Voting results: 9 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
4、 The proposal on self-evaluation report on internal control in 2021 was considered and adopted
Voting results: 9 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
The independent directors of the company issued independent opinions on the internal control evaluation report, the board of supervisors issued audit opinions on the internal control evaluation report, and the audit institution Zhitong Certified Public Accountants (special general partnership) issued the internal control assurance report of the company.
The detailed contents of the company's 2021 internal control evaluation report and the opinions of independent directors, the board of supervisors and audit institutions are detailed in the relevant announcements published on the gem information disclosure website designated by the CSRC. Voting results: 9 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
5、 The proposal on the company's plan to apply to financial institutions for comprehensive credit for long-term loans of fixed assets and provide guarantees to subsidiaries was deliberated and adopted
Apply to financial institutions for comprehensive credit within one year from the date of deliberation and approval by the board of directors for long-term loans of fixed assets, with a total amount of no more than RMB 400 million. Based on the financing needs of the project construction, the company plans to provide a fixed asset long-term loan guarantee amount of no more than 400 million yuan for the wholly-owned subsidiary Sichuan lucky new materials Co., Ltd. and the holding subsidiary Baoding lucky Chemical Co., Ltd., including but not limited to guarantee, mortgage, pledge, etc. The specific guarantee terms include but are not limited to the guarantee amount, guarantee period, guarantee method, etc., which shall be subject to the final agreement signed with relevant financial institutions.
The independent directors of the company expressed their consent to this proposal. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC.
Voting results: 9 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
6、 The proposal on the company's plan to apply for comprehensive credit for short-term borrowings of working capital from financial institutions and provide guarantee to subsidiaries was deliberated and adopted
Apply to financial institutions for comprehensive credit within one year from the date of deliberation and approval by the board of directors for short-term financing in the form of (but not limited to) credit loans, bank acceptance bills and trade financing loans, with a total amount of no more than 350 million yuan. Based on the financing needs of business development, the company plans to provide a short-term financing guarantee amount of no more than 350 million yuan for the wholly-owned subsidiary Sichuan lucky new materials Co., Ltd. and the holding subsidiary Baoding lucky Chemical Co., Ltd., including but not limited to guarantee, mortgage, pledge, etc. The specific guarantee terms include but are not limited to the guarantee amount, guarantee period, guarantee method, etc., which shall be subject to the final agreement signed with relevant financial institutions.
The independent directors of the company gave their consent to this proposal. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC.
Voting results: 9 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
7、 The proposal on using idle self owned funds for cash management was deliberated and adopted
The independent directors and the board of supervisors of the company respectively expressed their consent to this proposal. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC.
Voting results: 9 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
8、 The proposal on the company's 2021 annual financial statement report was deliberated and adopted
The board of supervisors of the company has expressed its consent to this proposal. For details and the 2021 annual financial statement report, please refer to the gem information disclosure website designated by the CSRC.
Voting results: 9 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
9、 The proposal on the daily related party transactions in 2021 and the forecast of daily related party transactions in 2022 was reviewed and approved
In 2021, due to the needs of business development, the company had various related party transactions with related parties of 215749000 yuan. Including 2907100 yuan for purchasing raw materials from related parties, 1372900 yuan for purchasing fuel and power from related parties, 610700 yuan for renting assets from related parties, 520700 yuan for providing labor services to related parties, 4389500 yuan for selling products and commodities to related parties, 677200 yuan for accepting labor services provided by related parties, and 205188100 yuan for deposit, loan and credit business with Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd, Other related party transactions totaled 82800 yuan.
In 2021, the actual amount of related party transactions was significantly different from the expected amount, mainly due to the impact of the epidemic. The construction progress of "lucky new materials and electronic materials R & D and industrial base (phase I) project" was less than expected and lucky chemical stopped production and relocation. The company adjusted the relevant production, sales plan and project construction plan, resulting in a decrease in the procurement of relevant raw materials and labor services and a decrease in some related party sales. The above are normal business behaviors of the company and will not have a significant impact on the daily operation and performance of the company. The company will continue to strengthen the management of related party transactions and improve the efficiency and quality of related party transaction management.
In 2022, due to the needs of business development, the company plans to generate various related party transactions with related parties of RMB 14.63 million. Including 4.21 million yuan for purchasing raw materials from related parties, 300000 yuan for renting assets from related parties, 100000 yuan for purchasing fuel and power from related parties, 2.1 million yuan for selling products and commodities to related parties, 1 million yuan for accepting labor services provided by related parties, and 6.92 million yuan for other related transactions.
The independent directors of the company respectively expressed their prior approval opinions and independent opinions on this proposal, and the board of supervisors of the company expressed their approval opinions on this proposal.
Related directors Li Baomin, song Wensheng and Xie min avoided voting.
See the gem information disclosure website designated by China Securities Regulatory Commission for details of the company's daily connected transactions in 2021, the expected daily connected transactions in 2022 and the opinions of independent directors and the board of supervisors.
Voting results: 6 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
10、 The proposal on the company's profit distribution plan for 2021 was reviewed and approved
According to the audit of Zhitong Certified Public Accountants (special general partnership), in 2021, the net profit attributable to the shareholders of the listed company was 498704636 yuan, and the net profit of the parent company was 667890089 yuan. According to the relevant provisions of the company law and the articles of association, 66789009 yuan of legal surplus reserve was withdrawn. As of December 31, 2021, the accumulated undistributed profit of the parent company was 37546721781 yuan, The accumulated undistributed profit in the consolidated statements is 37511350147 yuan.
According to the relevant provisions of the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies issued by the China Securities Regulatory Commission and the relevant provisions of the articles of association, given that the company has achieved less net profits available for distribution in 2021 and that the company is in the period of major asset restructuring of issuing shares to buy assets and raising supporting funds, the current operating conditions and major development plans of the company in the future are comprehensively considered, After discussion and approval by the board of directors, the company's profit distribution plan for 2021 is: no cash dividend, no bonus shares, and no capital reserve converted into share capital.
The specific contents of the opinions expressed by the independent directors and the board of supervisors of the company are detailed in the gem information disclosure website designated by the CSRC.
Voting results: 9 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
11、 The proposal on the full text and summary of the 2021 annual report was deliberated and adopted
The annual report of Baoding Lucky Innovative Materials Co.Ltd(300446) 2021 and its abstract are detailed in the gem information disclosure website designated by the CSRC.
Voting results: 9 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
12、 The proposal on the full text of the company's report for the first quarter of 2022 was deliberated and adopted
For details of the report of the first quarter of Baoding Lucky Innovative Materials Co.Ltd(300446) 2022, please refer to the gem information disclosure website designated by the CSRC.
Voting results: 9 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
13、 The proposal on the company's intention to sign financial service agreement and related party transactions with Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd. was deliberated and adopted
The company plans to sign the financial service agreement with Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd. the company will open a deposit and loan account with aerospace finance company, and aerospace finance company will provide the company with deposit, loan and other financial services; The daily deposit balance of the company in the account of aerospace finance company shall not exceed 180 million yuan, and aerospace finance company provides the company with a comprehensive credit line of 250 million yuan. This financial service constitutes a connected transaction.
The independent directors of the company respectively expressed their prior approval opinions and independent opinions on this proposal, and the board of supervisors of the company expressed their approval opinions on this proposal.
Related directors Li Baomin, song Wensheng and Xie min avoided voting. See the gem information disclosure website designated by the CSRC for details.
Voting results: 6 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
14、 The proposal of Baoding Lucky Innovative Materials Co.Ltd(300446) on the risk assessment report of Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd. was deliberated and adopted
Song Baomin, Xie Wenmin and related directors withdrew from voting. See the gem information disclosure website designated by the CSRC for details.
Voting results: 6 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
15、 Deliberated and approved the risk disposal plan of Baoding Lucky Innovative Materials Co.Ltd(300446) on deposits in Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd
Related directors Li Baomin, song Wensheng and Xie min avoided voting. See the gem information disclosure website designated by the CSRC for details.
Voting results: 6 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
16、 The proposal on applying to Shenzhen stock exchange for cancellation of other risk warnings of the company was deliberated and adopted
The independent directors of the company gave their consent to this proposal, and the audit institution Grant Thornton Certified Public Accountants (special general partnership) issued the special instructions on Baoding Lucky Innovative Materials Co.Ltd(300446) meeting the conditions for withdrawing delisting risk warning and other risk warning.
The company applies to Shenzhen stock exchange for cancellation of other risk warnings of the company
