Announcement on resolutions of the 17th meeting of the 5th board of directors
Securities code: 300048 securities abbreviation: Hiconics Eco-Energy Technology Co.Ltd(300048) No.: 2022-008
Hiconics Eco-Energy Technology Co.Ltd(300048)
Announcement on resolutions of the 17th meeting of the 5th 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 without false records, misleading statements or major omissions.
1、 Convening of the board of directors
The 17th meeting of the 5th board of directors of Hiconics Eco-Energy Technology Co.Ltd(300048) (hereinafter referred to as “the company”) was held on January 11, 2022 by combining on-site and communication meetings, and the meeting notice was delivered by mail and telephone on January 7, 2022. 7 directors shall be present at the meeting, and 7 directors actually present. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Fu Yongjun, chairman of the board. The convening and convening procedures of the meeting comply with the provisions of relevant national laws, administrative regulations, departmental rules and the articles of association. After careful deliberation, the attending directors form the following resolutions:
2、 Deliberations of the board meeting
1. The proposal on reappointment of Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the company’s audit institution in 2021 was reviewed and approved
Comprehensively considering the audit quality, service level and fees of China audit Zhonghuan certified public accountants, in order to ensure the continuity and stability of the company’s audit work, the company plans to hire China audit Zhonghuan certified public accountants as the company’s audit institution in 2021 after the prior approval of the independent directors and the audit committee of the board of directors. The general meeting of shareholders is also requested to authorize the board of directors to negotiate with the audit institution to determine the audit fee according to the company’s business and market conditions in 2021.
This proposal has been approved and approved in advance by independent directors. For details, see the announcement on the proposed renewal of accounting firm disclosed by the company on the same day. This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Announcement on resolutions of the 17th meeting of the 5th board of directors
The proposal was adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
2. Deliberation and approval of the proposal on daily connected transactions in 2021 and the proposal on confirmation of connected transactions in 2022
There is a certain difference between the actual and expected daily related party transactions between the company and Midea Group Co.Ltd(000333) and its subsidiaries in 2021, which is in line with the actual situation of the company. When the company estimates the annual daily connected transactions, it generally estimates according to the upper limit of the amount of possible connected transactions according to the market conditions. However, the occurrence of daily connected transactions with connected parties will be different from the expected situation based on the actual market demand and business development.
In order to meet the needs of normal production and operation of the company in 2022, the company needs to conduct daily related party transactions with related legal person Midea Group Co.Ltd(000333) and its subsidiaries, and the amount of related party transactions is expected to not exceed 250 million yuan.
This proposal has been approved and approved in advance by independent directors. For details, see the announcement on the forecast of daily connected transactions in 2022 disclosed by the company on the same day. This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Affiliated directors Mr. Fu Yongjun, Mr. Zhao Dongye and Mr. Cao Zhijie avoided this vote. The proposal was adopted with 4 affirmative votes, 0 negative votes and 0 abstention.
3. The proposal on the prediction of the company’s external guarantee amount in 2022 was deliberated and adopted
According to the prediction of the company’s financial department, the company plans to have a guarantee amount of no more than RMB 100 million (including equivalent foreign currency, the same below) for its subsidiaries in 2022. The guarantee matters and related amounts still in the guarantee period under the guarantee of the company in 2021 are not included in the above-mentioned expected guarantee amount of 2022. The guarantee situations within the above limit may include: the company provides guarantee for all subsidiaries of the company. Guarantee methods include but are not limited to guarantee, mortgage, pledge, etc.
For details, see the announcement on the forecast of external guarantee amount in 2022 disclosed by the company on the same day. The proposal was adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
4. The proposal on using self owned funds for entrusted financial management was deliberated and adopted
In order to improve the use efficiency of the company’s funds and make rational use of idle self owned funds, the company plans to use idle self owned funds with a total amount of no more than RMB 300 million for entrusted financial management under the condition of controlling investment risk and not affecting the normal operation of the company. Within the above limit, the funds can be used on a rolling basis.
Announcement on resolutions of the 17th meeting of the 5th board of directors
For details, see the announcement on entrusted financial management with self owned funds disclosed by the company on the same day. The proposal was adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
5. The proposal on by election of non independent directors was deliberated and adopted
Mr. Zhao Dongye applied for resignation as a non independent director of the company due to job transfer, and the board of directors nominated Mr. Wu Dehai as the candidate for non independent director of the company. The independent directors of the company carefully verified the candidate’s information and nomination, recommendation, deliberation and voting procedures, considered that Mr. Wu Dehai’s qualification and nomination procedures were in line with the relevant provisions of the company law and the articles of association, and agreed that the board of directors should submit them to the general meeting of shareholders for deliberation.
For details, see the announcement on resignation of directors and by election of non independent directors disclosed by the company on the same day. This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The proposal was adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
6. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company will hold the first extraordinary general meeting of shareholders in 2022 at 2 p.m. on January 27, 2022 in the company’s conference room.
For details, see the announcement on convening the first extraordinary general meeting of shareholders in 2022 disclosed by the company on the same day.
The proposal was adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
3、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting;
Hiconics Eco-Energy Technology Co.Ltd(300048) board of directors
January 11, 2022
