Stock Code: Hbis Company Limited(000709) stock abbreviation: Hbis Company Limited(000709) Announcement No.: 2022018 Hbis Company Limited(000709)
Announcement on the resolution of the 25th session of the 4th 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.
1、 Meetings held
Hbis Company Limited(000709) the 25th session of the 4th board of directors was held on April 20, 2022 in the company’s conference room by on-site combined with video voting. The notice of the meeting was sent by email and direct delivery on April 8. There were 11 directors attending the meeting and 11 actually attended the meeting, including Wang Lanyu, Chang Guangshen, Gao Dongzhang, Mary, Hu Yueming, Xu Bin, Xie Haishen, Deng Jianjun, Geng Litang, Zhang Yuzhu and Cang Daqiang. The meeting was presided over by Chairman Wang Lanyu. The supervisors and senior management of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law and the articles of association, and the resolutions made were legal and effective.
2、 Deliberations of the meeting
1. The work report of the board of directors in 2021 was considered and adopted, and the voting results were: 11 in favor, 0 against and 0 abstention. See cninfo.com for the full text（ http://www.cn.info.com.cn. ）。
2. The financial final accounts report for 2021 was reviewed and adopted. The voting results were: 11 in favor, 0 against and 0 abstention. See cninfo.com for the full text（ http://www.cn.info.com.cn. ）。
3. The profit distribution plan for 2021 was reviewed and approved, and the voting results were: 11 in favor, 0 against and 0 abstention. For details, please refer to China Securities Journal, Shanghai Securities News, securities times and cninfo.com published by the company on the same day（ http://www.cn.info.com.cn. ）Announcement on profit distribution plan in 2021 (Announcement No.: 2022019).
4. The annual report and summary for 2021 was reviewed and adopted. The voting results were: 11 in favor, 0 against and 0 abstention. See cninfo.com for the full text（ http://www.cn.info.com.cn. ）。
5. The 2021 social responsibility report was considered and adopted. The voting results were: 11 in favor, 0 against and 0 abstention. See cninfo.com for the full text（ http://www.cn.info.com.cn. ）。
6. The self-evaluation report on internal control in 2021 was considered and adopted. The voting results were: 11 in favor, 0 against and 0 abstention. See cninfo.com for the full text（ http://www.cn.info.com.cn. ）。 7. The 2021 annual risk assessment report of Hegang group finance company was reviewed and adopted. The voting results were: 11 in favor, 0 against and 0 abstention. See cninfo.com for the full text（ http://www.cn.info.com.cn. ）。
8. The 2022 production and operation plan was reviewed and adopted, and the voting results were: 11 in favor, 0 against and 0 abstention. In 2022, the company plans to produce 25.68 million tons of iron, 26.36 million tons of crude steel, 25.1 million tons of steel and 170000 tons of vanadium slag.
9. The report for the first quarter of 2022 was considered and adopted. The voting results were: 11 in favor, 0 against and 0 abstention. The full text was published on the same day in China Securities Journal, Shanghai Securities News, securities times and cninfo（ http://www.cn.info.com.cn. ）, Announcement No.: 2022021).
10. The 2022 fixed assets investment plan was reviewed and adopted. The voting results were: 11 in favor, 0 against and 0 abstention. The company has 49 fixed asset investment projects in 2022, with a total investment of 1.959 billion yuan and a planned investment of 1.875 billion yuan this year. Among them, there are 46 new projects, with a total investment of 1.853 billion yuan, and the investment planned to be completed this year is 1.853 billion yuan; There were 3 carry over projects in previous years, with a total investment of 106 million yuan. By the end of 2021, 81 million yuan had been invested, and 23 million yuan is planned to be invested this year.
11. The proposal on the total amount of financing credit of the company in 2022 was considered and adopted, and the voting results were: 11 in favor, 0 against and 0 abstention. In order to meet the company’s daily operating capital needs and improve its capital operation capacity, according to the company’s business strategy and actual situation, the company plans to handle financing business within the total financing credit line of no more than 120 billion yuan in 2022, and use it rolling within the validity period before the proposal of the total financing credit line of the next year is approved by the board of directors. The financing business of the company during the year includes but is not limited to working capital loan, bank acceptance bill, trade financing, letter of guarantee, supply chain finance, financial leasing, commercial bill guarantee, trust financing, insurance financing, low-risk business, etc. The company can make necessary adjustments to the selection of financial institutions and their credit lines within the scope of the total credit line in combination with the specific conditions in the actual operation.
12. The proposal on application for registration and issuance of sustainable medium-term notes was considered and adopted. The voting results were: 11 in favor, 0 against and 0 abstention. For details, the company disclosed in China Securities News, Shanghai Securities News, securities times and cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement on the proposed registration and issuance of sustainable medium-term notes (Announcement No.: 2022022).
13. The proposal on renewing the financial service agreement with the finance company of Hegang group was considered and adopted. The voting results were: 7 in favor, 0 against and 0 abstention. The proposal is related party transactions, and related directors Wang Lanyu, Xie Haishen, Deng Jianjun and Geng Litang avoided voting. For details, please refer to China Securities Journal, Shanghai Securities News, securities times and cninfo.com published by the company on the same day（ http://www.cn.info.com.cn. ）Announcement on renewing the financial service agreement with the finance company of Hegang group (Announcement No.: 2022023).
14. The proposal on renewing the appointment of audit institutions in 2022 was considered and adopted. The voting results were: 11 in favor, 0 against and 0 abstention.
For details, please refer to China Securities Journal, Shanghai Securities News, securities times and cninfo.com published by the company on the same day（ http://www.cn.info.com.cn. ）Announcement on renewing the appointment of accounting firms (Announcement No.: 2022024).
15. The proposal on the change of the board of directors of the company was deliberated and passed, and it was agreed to nominate a total of 10 candidates for the Fifth Board of directors, including Wang Lanyu, Xu Bin, Xie Haishen, Deng Jianjun, Geng Litang, Chang Guangshen, Zhang Yuzhu, Cang Daqiang, Gao Dongzhang and Mary, for election at the general meeting of shareholders of the company. Among them, Wang Lanyu, Xu Bin, Xie Haishen, Deng Jianjun, Geng Litang and Chang Guangshen are candidates for non independent directors, and Zhang Yuzhu, Cang Daqiang, Gao Dongzhang and Mary are candidates for independent directors. The qualification of independent director candidates needs to be reviewed by Shenzhen Stock Exchange before they can be submitted to the general meeting of shareholders for election. The voting results are as follows:
Wang Lanyu: 11 in favor, 0 against and 0 abstention
Xu Bin: 11 in favor, 0 against and 0 abstention
Xie Haishen: 11 in favor, 0 against and 0 abstention
Deng Jianjun: 11 in favor, 0 against and 0 abstention
Geng Litang: 11 in favor, 0 against and 0 abstention
Chang Guangshen: 11 in favor, 0 against and 0 abstention
Zhang Yuzhu: 11 in favor, 0 against and 0 abstention
Cang Daqiang: 11 in favor, 0 against and 0 abstention
Gao Dongzhang: 11 in favor, 0 against and 0 abstention
Mary: 11 for, 0 against and 0 abstention
The resume of director candidates is attached.
16. The amendment to the articles of Association (April 2022) was reviewed and adopted. The voting results were: 11 in favor, 0 against and 0 abstention. For details, please refer to China Securities Journal, Shanghai Securities News, securities times and cninfo.com published by the company on the same day（ http://www.cn.info.com.cn. ）Announcement No.: 202025 of the articles of association.
17. The proposal on Amending the information disclosure management system was considered and adopted. The voting results were: 11 in favor, 0 against and 0 abstention. See cninfo.com for the full text（ http://www.cn.info.com.cn. ） 18. The proposal on Amending the related party transaction management system was considered and adopted, and the voting results were: 11 in favor, 0 against and 0 abstention. See cninfo.com for the full text（ http://www.cn.info.com.cn. ） 19. The proposal on Amending the external guarantee management system was deliberated and adopted, and the voting results were: 11 in favor, 0 against and 0 abstention. See cninfo.com for the full text（ http://www.cn.info.com.cn. ） 20. The proposal on Amending the foreign investment management system was deliberated and adopted, and the voting results were: 11 in favor, 0 against and 0 abstention. See cninfo.com for the full text（ http://www.cn.info.com.cn. ） 21. The proposal on Amending the management system of raised funds was considered and adopted, and the voting results were: 11 in favor, 0 against and 0 abstention. See cninfo.com for the full text（ http://www.cn.info.com.cn. ） 22. The proposal on Amending the registration and management system for insiders was deliberated and adopted, and the voting results were: 11 in favor, 0 against and 0 abstention. See cninfo.com for the full text（ http://www.cn.info.com.cn. ）
23. The proposal on Amending the investor relations management system was considered and adopted. The voting results were: 11 in favor, 0 against and 0 abstention. See cninfo.com for the full text（ http://www.cn.info.com.cn. ） 24. The proposal on Amending the investor complaint management system was considered and adopted, and the voting results were: 11 in favor, 0 against and 0 abstention. See cninfo.com for the full text（ http://www.cn.info.com.cn. ）
The independent directors of the company have expressed independent opinions on items 3, 6, 7 and 13 to 15. For the full text, see the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ） Hbis Company Limited(000709) independent directors’ prior approval opinions on matters related to the 25th session of the 4th board of directors and independent opinions on matters related to the 25th session of the 4th board of directors.
A total of 9 proposals from items 1 to 4 and 12 to 16 above need to be submitted to the general meeting of shareholders of the company for deliberation, and the holding time of the general meeting of shareholders will be notified separately.
3、 Documents for future reference
1. Resolutions of the 25th session of the 4th board of directors;
2. Prior approval opinions of independent directors on relevant matters of the 25th session of the 4th board of directors;
3. Independent opinions of independent directors on relevant matters of the 25th session of the 4th board of directors.
It is hereby announced.
Hbis Company Limited(000709) board of directors April 22, 2022 attached: resume of candidates for the 5th board of directors
Wang Lanyu, male, born in May 1965, CPC member, master, senior engineer, successively served as director, deputy general manager, member of the Standing Committee of the Party committee, general manager, vice chairman, deputy secretary of the Party committee, chairman and Secretary of the Party committee of Tangshan Iron and Steel Co., Ltd. of hesco group, Hbis Company Limited(000709) director and general manager of the company, and now serves as general manager, deputy chairman and Deputy Secretary of the Party committee of hesco group, Hbis Company Limited(000709) chairman and Secretary of the Party committee. Wang Lanyu holds 1907 shares of the company. He has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, and has an associated relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company. There is no case of dishonesty and execution, which is in conformity with relevant laws, administrative regulations, departmental rules, normative documents Qualifications required by the stock listing rules and other relevant regulations of the exchange.
Xu Bin, male, Han nationality, born in July 1965, CPC member, postgraduate degree, doctoral degree, senior engineer. He has successively served as the chief engineer, executive deputy general manager, director and member of the Standing Committee of the Party committee of Handan Iron and Steel Group Co., Ltd., the general manager, vice chairman and Deputy Secretary of the Party committee of Handan Iron and Steel Group Co., Ltd., and now he is Hbis Company Limited(000709) vice chairman, general manager and Deputy Secretary of the Party committee. Xu Bin does not hold the company’s shares, has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, has no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company, and is not subject to dishonesty and execution, and complies with relevant laws, administrative regulations, departmental rules
