Securities code: Guangdong Enpack Packaging Co.Ltd(002846) securities abbreviation: Guangdong Enpack Packaging Co.Ltd(002846) Announcement No.: 2022024 bond Code: 128079 bond abbreviation: Yinglian convertible bond
Guangdong Enpack Packaging Co.Ltd(002846)
Announcement on the resolution of the 20th meeting of the third 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、 Meetings of the board of directors
Guangdong Enpack Packaging Co.Ltd(002846) (hereinafter referred to as "the company") the 20th meeting of the third board of directors was held in the company's conference room on April 23, 2022 in the form of on-site meeting. The notice of the meeting was sent to all directors and relevant participants of the company by mail on April 12, 2022. The meeting was presided over by Mr. Weng Weiwu, chairman of the board of directors, and all supervisors and senior managers of the company attended the meeting as nonvoting delegates. There are 7 directors who should attend the meeting and 7 actually attended the meeting.
The convening, convening and voting procedures of this meeting comply with the company law of the people's Republic of China (hereinafter referred to as the "company law") and other relevant laws, administrative regulations, departmental rules, normative documents and the provisions of Guangdong Enpack Packaging Co.Ltd(002846) articles of Association (hereinafter referred to as the "articles of association").
2、 Deliberations of the board meeting
The following proposals were considered and adopted by open ballot in writing at this meeting:
1. Deliberated and adopted the annual report of Guangdong Enpack Packaging Co.Ltd(002846) 2021 and its summary
For details, please refer to the information provided by the company on the same day in the securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) The summary of Guangdong Enpack Packaging Co.Ltd(002846) 2021 annual report (Announcement No.: 2022023) disclosed on http://www.cn.info.com.cn Full text of Guangdong Enpack Packaging Co.Ltd(002846) 2021 annual report disclosed on the.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Deliberated and adopted the work report of the board of directors in Guangdong Enpack Packaging Co.Ltd(002846) 2021
In 2021, the board of directors of the company implemented the resolutions of the general meeting of shareholders in strict accordance with laws and regulations, normative documents and the articles of association, and continuously standardized the corporate governance structure. All directors were diligent and committed to promoting the standardized operation and scientific decision-making of the company and promoting the long-term and steady development of the company.
Meanwhile, Mr. Fang qinxiong, Mr. Chen Jiangbo and Mr. Rui Yiping, independent directors of the third 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, please refer to the company's website on the same day (www.cn. Info. Com. CN.) The report on the work of the board of directors in 2021 and the report on the work of independent directors in 2021 disclosed on the.
There were no affirmative votes and 7 abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Reviewed and approved the work report of the general manager of Guangdong Enpack Packaging Co.Ltd(002846) 2021
Voting results: 7 in favor, 0 against and 0 abstention.
4. Deliberated and adopted the financial final accounts report of Guangdong Enpack Packaging Co.Ltd(002846) 2021
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Financial final accounts report of Guangdong Enpack Packaging Co.Ltd(002846) 2021 disclosed on the.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. Deliberated and adopted the financial budget report of Guangdong Enpack Packaging Co.Ltd(002846) 2022
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Financial budget report of Guangdong Enpack Packaging Co.Ltd(002846) 2022 disclosed on the.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. Deliberated and passed the proposal on the company's self-evaluation report on internal control in 2021
In accordance with the requirements of the company law, the Listing Rules of Shenzhen Stock Exchange, the basic norms of enterprise internal control and its supporting guidelines jointly issued by the Ministry of finance, CSRC and other departments, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations, rules and regulations, the board of directors of the company made a self-evaluation on the internal control of the company in 2021, It also issued the self-evaluation report on internal control in 2021 and filled in the self inspection form for the implementation of internal control rules.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) The self evaluation report on internal control in Guangdong Enpack Packaging Co.Ltd(002846) 2021 and the self inspection form on the implementation of Guangdong Enpack Packaging Co.Ltd(002846) internal control rules disclosed on the.
The independent directors of the company expressed their independent opinions, which were published on cninfo.com.cn on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
7. Deliberated and approved the special report on the deposit and actual use of raised funds in Guangdong Enpack Packaging Co.Ltd(002846) 2021
According to the "guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies" issued by China Securities Regulatory Commission and the "guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board" issued by Shenzhen Stock Exchange The board of directors of the company prepared a special report on the deposit and actual use of raised funds in 2021 in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - Annex 37 of announcement format: refinancing of listed companies of Shenzhen Stock Exchange No. 2 - announcement format of annual deposit and use of raised funds of listed companies.
ShineWing Certified Public Accountants (special general partnership) issued the assurance report on the annual deposit and use of Guangdong Enpack Packaging Co.Ltd(002846) raised funds (xyzh / 2022szaa50136), the sponsor Citic Securities Company Limited(600030) issued the special verification opinions on the deposit and actual use of Guangdong Enpack Packaging Co.Ltd(002846) raised funds in 2021, and the independent directors of the company issued the independent opinions agreed.
For details, please refer to the information provided by the company on the same day in the securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) Special report on the deposit and actual use of raised funds in Guangdong Enpack Packaging Co.Ltd(002846) 2021 (Announcement No.: 2022027) disclosed on the. Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. Deliberated and passed the proposal on the annual profit distribution plan of Guangdong Enpack Packaging Co.Ltd(002846) 2021
Comprehensively considering the current macroeconomic environment and the company's strategic planning, in order to further optimize the capital structure, reduce the debt scale, reduce the asset liability ratio, improve the company's financial robustness, enhance the anti risk ability, meet the company's capital needs in daily production and operation and project construction, ensure the sustainable and steady development of the company's main business and better safeguard the long-term interests of all shareholders, In 2021, the company plans not to distribute cash dividends, bonus shares or increase share capital with accumulation fund.
The company's profit distribution plan for 2021 is made based on the actual situation of the company. The retained undistributed profits of the company are accumulated and accumulated to the next year, which will be mainly used for the company's daily operation and development, repayment of interest bearing liabilities and project construction, so as to ensure the normal production, operation and business expansion of the company, provide reliable guarantee for the implementation of the company's medium and long-term development strategy, and effectively safeguard the interests of the company and all shareholders, especially small and medium-sized shareholders.
The independent directors of the company expressed their independent opinions on this.
For details, please refer to the information provided by the company on the same day in the securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) Announcement on the company's annual profit distribution plan for 2021 (Announcement No.: 2022028) disclosed on the.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. The proposal on the application of the company and its subsidiaries for credit and financing lines from relevant financial institutions in 2022 was deliberated and adopted
In order to meet the business development and daily operation needs of the company and its subsidiaries, in 2022, the company and its subsidiaries intend to apply to relevant financial institutions (including but not limited to banks, financial leasing companies, etc.) for a total credit and financing line of no more than 2 billion yuan, including:
1. In 2022, the company and its subsidiaries intend to apply to relevant financial institutions (including but not limited to banks, financial leasing companies, etc.) for a credit and financing line of no more than RMB 1.2 billion (including this amount), including but not limited to financial leasing, working capital loan, bank acceptance bill, letter of credit, bill discount, letter of credit, accounts receivable factoring, etc. the specific amount and business type shall be subject to the actual signed contract, Within the authorization period, the credit line can be recycled.
2. According to the project construction and development plan and actual financial situation of the company and its subsidiaries, the company and its subsidiaries intend to apply to financial institutions for medium and long-term comprehensive credit and financing lines of no more than RMB 800 million (including this amount), with a term of no more than 60 months (including 60 months), including but not limited to financial leasing, project loans, M & A loans, etc. the specific amount and business types shall be subject to the actual signed contract. Within the authorization period, It can be recycled within the credit line.
The validity period of the above-mentioned comprehensive credit line is from the date of deliberation of the annual general meeting of shareholders in 2021 to the date of approval of the above-mentioned comprehensive credit line in 2022.
In order to improve work efficiency and ensure the timeliness of handling procedures for financing business, the board of directors requested the general meeting of shareholders to authorize the chairman and his authorized personnel to handle specific procedures within the above limit and sign relevant contract documents.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. The proposal on the provision of guarantee and related party transactions by the controlling shareholders for the company and its subsidiaries' application for credit financing in 2022 was deliberated and adopted
In order to meet the capital needs of business development and daily operation of the company and its subsidiaries, in 2022, the company and its subsidiaries intend to apply to relevant financial institutions (including but not limited to banks, financial leasing companies, etc.) for a total credit and financing line of no more than 2 billion yuan (including this amount), including but not limited to financial leasing, working capital loan, bank acceptance bill, credit issuance, bill discount, letter of credit, factoring of accounts receivable, etc, The specific amount and business type shall be subject to the actual situation.
In order to support the handling of relevant financing business, Mr. Weng Weiwu, the controlling shareholder and one of the actual controllers of the company, plans to provide guarantee for the creditor's rights and debts formed by the company and its subsidiaries and relevant financial institutions, including but not limited to guarantee guarantee and mortgage guarantee. The above guarantee provided by Mr. Weng Weiwu for the company and its subsidiaries to apply for credit financing is exempted from the guarantee fee. The validity period of this guarantee resolution is from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of convening the 2022 annual general meeting of shareholders.
The independent directors of the company expressed their independent opinions approved and agreed in advance. For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) The announcement on the guarantee provided by the controlling shareholder for the company and its subsidiaries for credit financing and related party transactions in 2022 (Announcement No.: 2022030) disclosed. Voting results: 4 affirmative votes, 0 negative votes, 0 abstention votes, 3 avoidance votes, and related directors Mr. Weng Weiwu, Mr. Weng Weijia and Ms. Weng Baojia avoided voting.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. The proposal on providing guarantee for subsidiary companies to apply for credit lines from financial institutions in 2022 was deliberated and adopted
According to the development planning, production and operation and actual financial situation of the company and its subsidiaries, in order to support the business development and normal operation of its subsidiaries, the company plans to provide a guarantee of no more than 1.5 billion yuan for its subsidiaries to apply for credit financing from financial institutions, including:
1. For subsidiaries with asset liability ratio of no more than 70%, apply for guarantee with credit financing of no more than 200 million yuan. 2. For subsidiaries with asset liability ratio of more than 70%, apply for guarantee of credit financing of no more than 1.3 billion yuan. Among them, it is the guarantee of medium and long-term (no more than 60 months) credit financing of no more than 800 million yuan.
The guarantee methods include but are not limited to guarantee guarantee, providing mortgage guarantee with the assets of the company or subsidiaries, etc. the actual amount of guarantee shall be subject to the amount of guarantee actually incurred by financial institutions and subsidiaries according to the actual business needs, and the guarantee balance at any time shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
The validity period of the above guarantee resolution is from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of convening the 2022 annual general meeting of shareholders. The specific guarantee period shall be subject to the signing of the actual contract. At the same time, the general meeting of shareholders is requested to authorize the chairman of the company to go through relevant procedures within the above approved amount and validity period according to the actual situation, and act on behalf of the chairman
