Securities code: Fujian Haiyuan Composites Technology Co.Ltd(002529) securities abbreviation: Fujian Haiyuan Composites Technology Co.Ltd(002529) Announcement No.: 2022018 Jiangxi Haiyuan composite material technology Co., Ltd
Announcement on the resolutions of the 17th meeting of the 5th 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.
The notice of the 17th meeting of the 5th board of directors of Jiangxi Haiyuan composite material technology Co., Ltd. (hereinafter referred to as “the company”) was sent by email and telephone on April 14, 2022, and the meeting was held by on-site combined communication on April 25, 2022. The meeting was convened by Mr. Gan Shengquan, chairman of the board of directors. There were 7 directors who should be present and 7 actual directors. The supervisors and senior managers of the company attended the meeting as nonvoting delegates, which was in line with the relevant provisions of the company law and the articles of association. After careful consideration by the directors attending the meeting, the following resolutions were adopted by open ballot one by one:
1、 The proposal on the work report of the general manager in 2021 was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention.
2、 The proposal on the work report of the board of directors in 2021 was considered and adopted by 7 votes in favor, 0 against and 0 abstention.
For details, please refer to www.cn.info.com.cn Relevant contents of “section III Management Discussion and analysis” and “section IV corporate governance” of the 2021 annual report on. Mr. Ye Zhizhen, Mr. Guo Huaping and Mr. Liu Weidong, independent directors of the 5th board of directors of the company, 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. For details, see http://www.cn.info.com.cn.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
3、 With 7 votes in favor, 0 against and 0 abstention, the proposal on the financial statement report of 2021 was considered and adopted.
In 2021, the company achieved an operating revenue of 253.94 million yuan, a year-on-year decrease of 15.44%; The net profit attributable to shareholders of listed companies was -109.46 million yuan, a year-on-year decrease of 433.04%.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
4、 With 7 votes in favor, 0 against and 0 abstention, the proposal on the self-evaluation report on internal control in 2021 was considered and adopted.
See cninfo.com.cn for details of the 2021 internal control self-evaluation report of the company, the independent opinions of independent directors on the internal control self-evaluation report of the company, and the internal control assurance report of Jiangxi Haiyuan Composite Technology Co., Ltd. issued by sigma Certified Public Accountants (special general partnership).
5、 The proposal on the 2021 annual report and summary was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention.
See http://www.cn.info.com.cn for the full text of the company’s 2021 annual report, See securities times, China Securities News, securities daily and http://www.cn.info.com.cn for details of the company’s 2021 annual report summary.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
6、 The proposal on the financing of the company and its wholly-owned subsidiaries to relevant financial institutions from 2022 to the first half of 2023 was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention.
(I) the company and its wholly-owned subsidiaries raise funds from relevant financial institutions
From 2022 to the first half of 2023, the company and its wholly-owned subsidiaries Fujian Haiyuan Intelligent Equipment Co., Ltd., Fujian Haiyuan New Material Technology Co., Ltd., Xinyu Saiwei Power Technology Co., Ltd. and Yangzhou Saiwei Energy Technology Co., Ltd. (hereinafter referred to as “wholly-owned subsidiaries”) plan to finance from banks and other financial institutions. The actual financing amount used by the company and its wholly-owned subsidiaries will not exceed RMB 500 million, Financing business includes but is not limited to applying for credit line, maximum financing line, general loan, issuing bank acceptance bill, trade financing and other businesses. The total balance of financing business will be controlled, that is, at any time point from January 1, 2022 to June 30, 2023, the total balance of financing business applied by the company and its wholly-owned subsidiaries to all banks and other financial institutions will not exceed RMB 500 million. During the above-mentioned period, the company and its wholly-owned subsidiaries can continuously and circularly apply to banks and other financial institutions for financing business, and the specific term of bank loans is not limited by the above-mentioned period.
(II) the company and its wholly-owned subsidiaries apply to the bank for the pledge and invoicing of bank acceptance bills
In order to improve the utilization rate of bank acceptance bills and reduce financial costs, from 2022 to the first half of 2023, the company and its wholly-owned subsidiaries plan to apply to the bank for bank acceptance bill pledge and Invoicing business, and use large amount bank acceptance bill pledge to exchange for small amount bank acceptance bill. During the above-mentioned period, the total amount of this business handled by the company and its wholly-owned subsidiaries shall be controlled within RMB 200 million.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
7、 The proposal on providing guarantee for wholly-owned subsidiaries by the company from 2022 to the first half of 2023 was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention.
The specific contents of the announcement on the company’s provision of guarantees for wholly-owned subsidiaries from 2022 to the first half of 2023 are detailed in the securities times, China Securities News, securities daily and cninfo (www.cn. Info. Com. CN.).
The independent directors of the company have expressed clear consent to the proposal. For details, see http://www.cn.info.com.cn.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
8、 With 7 votes in favor, 0 against and 0 abstention, the proposal on the special report on capital transactions of related parties in 2021 was considered and adopted.
The independent directors have expressed clear independent opinions on the proposal, and the special statement on the occupation of funds by the controlling shareholders and other related parties of Jiangxi Haiyuan Composite Technology Co., Ltd. issued by sigma Certified Public Accountants (special general partnership) is detailed on cninfo.com.cn.
9、 With 7 affirmative votes, 0 negative votes and 0 abstention, the proposal on the 2022 annual salary evaluation scheme of the company’s management team was deliberated and adopted.
The independent directors of the company gave clear consent to the proposal. For details, see http://www.cn.info.com.cn.
10、 The proposal on the profit distribution plan for 2021 was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention.
The profit distribution plan for 2021 is as follows: no cash dividends, bonus shares and no conversion of provident fund into share capital in 2021. This plan needs to be reviewed and approved by the 2021 annual general meeting of shareholders. If the resolution of the general meeting of shareholders is inconsistent with this plan, it shall be adjusted accordingly according to the distribution plan decided by the general meeting of shareholders.
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The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
11、 With 7 affirmative votes, 0 negative votes and 0 abstention, the proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted.
After deliberation, the board of directors agreed to renew the appointment of Sigmar Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2022 for one year.
The independent directors of the company approved the proposal in advance and gave clear consent to the proposal. For details, see http://www.cn.info.com.cn. For details of the announcement on the renewal of the company’s audit institution in 2022, please refer to the securities times, China Securities News, securities daily and cninfo (www.cn. Info. Com. CN.).
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
12、 With 7 votes in favor, 0 against and 0 abstention, the proposal on the provision for asset impairment and write off of assets was deliberated and adopted.
The specific contents of the announcement on the provision for impairment of assets and write off of assets are detailed in the securities times, China Securities News, securities daily and cninfo (www.cn. Info. Com. CN).
The audit committee of the board of directors issued a statement on the reasonableness of the proposal, and the independent directors and the board of supervisors expressed their consent. For details, see http://www.cn.info.com.cn.
13、 The proposal on the report of the first quarter of 2022 was considered and adopted by 7 votes in favor, 0 against and 0 abstention.
For details of the company’s report for the first quarter of 2022, please refer to the securities times, China Securities News, securities daily and cninfo (www.cn. Info. Com. CN.).
14、 The proposal on leasing real estate and related party transactions by wholly-owned subsidiaries was deliberated and adopted by 4 votes in favor, 0 against, 0 abstention and 3 avoidance votes.
Related directors Mr. Gan Shengquan, Ms. Xu Huaying and Mr. Zhang Zhong avoided voting on the proposal. The independent directors of the company approved the proposal in advance and gave clear consent to the proposal. For details, see http://www.cn.info.com.cn.
The announcement on leasing real estate and related party transactions of wholly-owned subsidiaries is detailed in securities times, China Securities News, securities daily and cninfo (www.cn. Info. Com. CN).
15、 The proposal on Amending the articles of association was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention.
The independent directors of the company gave clear consent to the proposal. For details, see http://www.cn.info.com.cn.
The specific contents of the announcement on Amending the articles of association are detailed in the securities times, China Securities News, securities daily and cninfo (www.cn. Info. Com. CN.).
The proposal shall be submitted to the general meeting of shareholders for deliberation.
16、 With 7 affirmative votes, 0 negative votes and 0 abstention, the proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted, and it was decided to convene the 2021 annual general meeting of shareholders on May 17, 2022.
The specific contents of the notice on convening the 2021 annual general meeting of shareholders are detailed in the securities times, China Securities News, securities daily and cninfo (www.cn. Info. Com. CN.).
Documents for future reference:
1. Resolution of the 17th meeting of the 5th board of directors of the company;
2. Prior approval opinions of independent directors of the company on matters related to the 17th meeting of the Fifth Board of directors;
3. Independent opinions of independent directors of the company on relevant proposals of the 17th meeting of the Fifth Board of directors. It is hereby announced.
Board of directors of Jiangxi Haiyuan composite material technology Co., Ltd
April 26, 2002
