Securities code: 002865 securities abbreviation: Hainan Drinda Automotive Trim Co.Ltd(002865) Announcement No.: 2022-011
Hainan Drinda Automotive Trim Co.Ltd(002865)
Announcement on resolutions of the 10th 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.
1、 Convening of board meeting
The 10th meeting of the 4th board of directors of Hainan Drinda Automotive Trim Co.Ltd(002865) (hereinafter referred to as “the company”) was held by means of communication on January 11, 2022. On January 10, 2022, the company sent the meeting notice to all directors of the company by personal delivery and e-mail. Due to special circumstances, in accordance with the relevant provisions of the articles of association and with the unanimous consent of all directors, the notice time limit requirement is exempted for this board meeting. There are 9 directors of the company, and 9 directors attended the meeting. The meeting was presided over by the chairman, Ms. Lu Xiaohong. The convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law, the articles of association, the rules of procedure of the board of directors and other laws, administrative regulations and departmental rules.
2、 Deliberations of the board meeting
The directors present at the meeting considered and adopted the following resolutions by open ballot:
(I) deliberated and passed the proposal on signing the supplementary agreement to the custody agreement and related party transactions
This proposal involves related party transactions, and related directors Lu Xiaohong, Xu Xiaoping, Xu Yong and Chen kangren abstained from voting.
Voting results: 5 affirmative votes, 0 negative votes and 0 abstention votes
This proposal needs to be deliberated and approved at the first extraordinary general meeting of shareholders in 2022.
The announcement on signing the supplementary agreement to the custody agreement and related party transactions is detailed in the designated information disclosure media securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on January 12, 2022.
The independent directors have expressed their prior approval opinions and agreed independent opinions on the proposal. For details, see the prior approval opinions of independent directors on matters related to the 10th meeting of the 4th board of directors and the independent opinions of independent directors on relevant proposals of the 10th meeting of the 4th board of directors disclosed on the same day.
(II) deliberated and passed the proposal on daily operating related party transactions expected in 2022
This proposal involves related party transactions, and related directors Lu Xiaohong, Xu Xiaoping, Xu Yong and Chen kangren abstained from voting.
Voting results: 5 affirmative votes, 0 negative votes and 0 abstention votes
This proposal needs to be deliberated and approved at the first extraordinary general meeting of shareholders in 2022.
For details of the announcement on the expected daily operational related party transactions in 2022, see the designated information disclosure media securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on January 12, 2022.
The independent directors have expressed their prior approval opinions and agreed independent opinions on the proposal. For details, see the prior approval opinions of independent directors on matters related to the 10th meeting of the 4th board of directors and the independent opinions of independent directors on relevant proposals of the 10th meeting of the 4th board of directors disclosed on the same day.
(III) the proposal on adjusting the allowance of independent directors was deliberated and adopted
According to the company law of the people’s Republic of China and the securities law of the people’s Republic of China, referring to the allowance level of independent directors of other listed companies and taking into account the actual situation of the company, it is proposed that the annual allowance amount of Hainan Drinda Automotive Trim Co.Ltd(002865) independent directors be adjusted from 71400 yuan per person before tax to 100000 yuan per person before tax. The adjusted remuneration of independent directors is proposed to be implemented from 2022 after being deliberated and approved by the general meeting of shareholders of the company.
Independent directors Zhao hang, Le Hongwei and Yang Youjun avoided voting.
Voting results: 6 affirmative votes, 0 negative votes and 0 abstention votes
This proposal needs to be deliberated and approved at the first extraordinary general meeting of shareholders in 2022.
(IV) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
It is agreed that the company will hold the first extraordinary general meeting of the company in 2022 on Thursday, January 27, 2022.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes
The notice on convening the company’s first extraordinary general meeting in 2022 is detailed in the designated information disclosure media securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on January 12, 2022. 3、 Documents for future reference
1. Resolutions of the 10th meeting of the 4th board of directors;
2. Prior approval opinions of independent directors on matters related to the 10th meeting of the Fourth Board of directors;
3. Independent opinions of independent directors on relevant proposals of the 10th meeting of the Fourth Board of directors.
It is hereby announced.
Hainan Drinda Automotive Trim Co.Ltd(002865) board of directors January 12, 2022
