Securities code: 002002 securities abbreviation: Hongda Xingye Co.Ltd(002002) Announcement No.: pro 2022-003 bond Code: 128085 bond abbreviation: Hongda convertible bond
Announcement of resolutions of the 24th (Interim) meeting of the 7th 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 Hongda Xingye Co.Ltd(002002) (hereinafter referred to as "the company") on convening the 24th (Interim) meeting of the seventh board of directors was sent by fax and e-mail on January 4, 2022. The meeting was held by on-site combined communication on January 11, 2022. The on-site meeting was held in the conference room on the 32nd floor of Guangzhou Yuanda building. There are 8 directors who should attend the meeting and 8 actually attended the meeting, of which 6 directors attended the on-site meeting and 2 directors attended the meeting by means of communication voting. Five supervisors and some senior managers of the company attended the meeting as nonvoting delegates. Mr. Zhou Yifeng, chairman of the board, presided over the meeting. The meeting was held in accordance with the relevant provisions of the company law and the articles of association, and the meeting was legal and valid. After full discussion and deliberation, the meeting formed the following resolutions:
The meeting deliberated and adopted the proposal on opening a special account for raised funds and signing a tripartite supervision agreement for raised funds with 8 affirmative votes, 0 negative votes and 0 abstention votes.
The sixth (Interim) meeting of the seventh board of directors and the sixth (Interim) meeting of the seventh board of supervisors held on January 13, 2020 respectively deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company should use idle raised funds of no more than 850 million yuan to temporarily supplement working capital.
At the 15th (Interim) meeting of the 7th board of directors held on January 12, 2021, the company deliberated and approved the proposal on delaying the return of idle raised funds and continuing to be used to supplement working capital temporarily, and agreed that the company, on the premise of ensuring the capital demand for the construction of investment projects with raised funds and the normal progress of investment projects with raised funds, The idle raised funds of 848.35 million yuan were postponed and continued to be used to supplement working capital temporarily.
Due to changes in the external market environment, the company's working capital was tightened and there were debt disputes, resulting in the freezing of some bank accounts of the company and Inner Mongolia Zhonggu Mining Co., Ltd. in order to properly solve the return of the raised funds and ensure the smooth progress of the raised investment project. After the board of directors and management of the company have demonstrated the return method of the raised funds, it is planned to return the raised funds temporarily replenished with working capital through the newly opened special account for raised funds. The company plans to set up a special account for raised funds in Guangzhou Branch of Guangdong Development Bank Co., Ltd. by the company's subsidiary Guangdong Jincai Industry Co., Ltd, The management of the company is authorized to timely sign the tripartite supervision agreement on raised funds with Guangzhou Branch of Guangdong Development Bank Co., Ltd., First Capital Securities Co.Ltd(002797) underwriting sponsor Co., Ltd., and return the raised funds temporarily replenishing working capital in time to ensure the smooth progress of the construction of raised investment projects.
The newly established special account for raised funds complies with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the relevant provisions of the company's measures for the administration of raised funds, and does not affect the investment plan of raised funds. The deposit and use of funds in the special account for raised funds will be carried out in strict accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
For the independent opinions of the independent directors on opening a special account for raised funds and signing a tripartite supervision agreement for raised funds, see the independent opinions of the independent directors of the company on matters related to the 24th (Interim) meeting of the seventh board of directors published on the announcement date.
It is hereby announced.
Hongda Xingye Co.Ltd(002002) board of directors January 13, 2002
