Securities code: Hainan Haiyao Co.Ltd(000566) securities abbreviation: Hainan Haiyao Co.Ltd(000566) Announcement No.: 2022029 Hainan Haiyao Co.Ltd(000566)
Announcement of resolutions of the 25th meeting of the 10th board of directors
The board of directors and all directors of the company guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Hainan Haiyao Co.Ltd(000566) (hereinafter referred to as "the company") the 25th meeting of the 10th board of directors was held on April 25, 2022 by on-site and communication. On April 15, 2022, the meeting notice was sent by e-mail and other communication methods. There were 9 directors present at the meeting, including Mr. Liu Xicheng, vice chairman and Mr. Zhang Qiang, independent director, who attended the meeting by means of communication voting. The meeting complies with the relevant provisions of the company law and the articles of association. After careful deliberation by the directors attending the meeting, the following proposals were voted and adopted: I. the proposal on the work report of the board of directors in 2021 was deliberated and adopted
For details, please refer to http://www.cn.info.com.cn "Section III - management discussion and analysis" and "section IV - corporate governance VI. performance of directors' duties during the reporting period" in the 2021 annual report. The independent directors of the company submitted the report on the work of independent directors in 2021 to the board of directors. For details, see http://www.cn.info.com.cn Report on work. Independent directors will report on their work at the 2021 annual general meeting of shareholders.
This proposal must be submitted to the 2021 annual general meeting for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
2、 The proposal on the work report of the general manager in 2021 was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
3、 The proposal on the full text and summary of the 2021 annual report was deliberated and adopted
The report was published in the securities times (www.info.cn) and the China Securities Daily (2021); The 2021 annual report was published on the same day on HTTP / / www.cn. Info. Com. CN.
This proposal must be submitted to the 2021 annual general meeting for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
4、 The proposal on the financial final accounts report of 2021 was deliberated and adopted
The 2021 financial report of the company has been audited by Dahua Certified Public Accountants (special general partnership) and issued a standard unqualified audit report. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
This proposal must be submitted to the 2021 annual general meeting for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
5、 The plan on profit distribution in 2021 was reviewed and approved
Dahua Certified Public Accountants (special general partnership) issued a standard unqualified audit report for the company's financial report in 2021. Through the audit of Dahua certified public accountants, the company realized a net profit of -155541545191 yuan attributable to the shareholders of the listed company in 2021.
According to the provisions of the company law and the articles of association, the parent company realized a net profit of -87415105931 yuan in 2021, excluding the legal surplus reserve, plus the undistributed profit of 657774296 yuan at the beginning of the year, the profit available for distribution to shareholders is 0 yuan.
In accordance with the relevant provisions of the company law and the articles of association, and in combination with the actual situation of the company's development and operation, the board of directors of the company has formulated the profit distribution plan for 2021 as follows: no cash dividends, no bonus shares, and no conversion of capital reserve into share capital.
The independent directors of the company expressed independent opinions on the matter.
This proposal must be submitted to the 2021 annual general meeting for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
6、 The proposal on reappointment of the company's audit institution and internal control audit institution in 2022 was deliberated and adopted
With the prior verification and consent of the audit committee of the board of directors and independent directors of the company, Dahua Certified Public Accountants (special general partnership) is agreed to continue to be the audit institution and internal control audit institution of the company in 2022 for a period of one year. The annual final accounting audit fee will be determined on the basis of 1 million yuan (excluding tax) and the internal control audit fee will be determined on the basis of 900000 yuan (excluding tax) in combination with the changes of the company's subsidiaries.
This proposal must be submitted to the 2021 annual general meeting for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
7、 The proposal on the self-evaluation report of the company's internal control in 2021 was deliberated and adopted
The independent directors of the company expressed independent opinions on the matter.
See http://www.cn.info.com.cn on the same day for details Self evaluation report on internal control in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
8、 The proposal on the special report on the deposit and use of raised funds in 2021 was reviewed and approved, and the independent directors of the company expressed independent opinions on the matter.
See http://www.cn.info.com.cn on the same day for details Special report on the deposit and use of raised funds in 2021 published.
Voting results: 9 in favor, 0 against and 0 abstention.
9、 The proposal on the company's credit line to financial institutions in 2022 was deliberated and adopted
According to the needs of the company's production, operation and development, and in combination with the credit granted to the company by various financial institutions, the company and its holding subsidiaries plan to apply to various financial institutions for comprehensive credit business with a total amount of no more than 4.5 billion yuan, and the applicable period is 12 months after the deliberation and approval of the general meeting of shareholders. At the same time, the management of the company is authorized to formulate specific financing plans and sign formal credit agreement according to the capital demand and credit line of financial institutions.
This proposal must be submitted to the 2021 annual general meeting for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
10、 After deliberation and approval of the report on continuous risk assessment of Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd., Mr. Wang Jianping, the chairman of the company, served as the chairman of Xinxing Jihua pharmaceutical Holding Co., Ltd. (hereinafter referred to as "pharmaceutical holding"), the controlling shareholder of Hainan Huatong Industrial Co., Ltd., and Mr. Zhao Yuexiang, the director of the company, served in pharmaceutical holding. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, This transaction constitutes a connected transaction. Mr. Wang Jianping, chairman of the company, and Mr. Zhao Yuexiang, director, are connected directors and need to avoid voting on this proposal.
The independent directors of the company expressed independent opinions on the matter.
See http://www.cn.info.com.cn on the same day for details Published the risk assessment report on the related deposit and loan and other financial businesses of the company and Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd.
Voting results: 7 in favor, 0 against and 0 abstention.
11、 The report on ESG (environmental, social responsibility and corporate governance) of the company in 2021 was reviewed and adopted
See http://www.cn.info.com.cn on the same day for details Environmental, social and Governance Report of 2021 published.
Voting results: 9 in favor, 0 against and 0 abstention.
12、 The proposal on adjusting the members of the special committees of the 10th board of directors was deliberated and adopted. The general meeting of shareholders has elected Ms. Wang Junhong as the director of the 10th board of directors of the company, and some members of the special committees of the board of directors of the company have made corresponding supplements. After the adjustment, the composition of the special committees of the board of directors is as follows:
(I) strategy committee
Convener of Strategy Committee: Mr. Wang Jianping, chairman
Strategic members: independent director Mr. Wei Yulin, independent director Mr. Zhang Qiang, vice chairman Mr. Liu Xicheng and director Mr. Zhao Yuexiang
(II) Nomination Committee
Convener of Nomination Committee: Mr. Zhang Qiang, independent director
Members of the nomination committee: Chairman Wang Jianping, independent director Meng Zhaosheng, independent director Wei Yulin and director Wang Junhong
(III) salary and assessment committee
Convener of remuneration and assessment committee: Mr. Wei Yulin, independent director
Members of the remuneration and assessment committee: independent director Mr. Zhang Qiang, independent director Mr. Meng Zhaosheng, director Mr. Feng Duojia and director Ms. Wang Junhong
(IV) audit committee
Convener of the Audit Committee: Mr. Meng Zhaosheng, independent director
Members of the Audit Committee: Mr. Liu Xicheng, vice chairman, Mr. Wei Yulin, independent director, Mr. Feng Duojia, director, and Mr. Zhang Qiang, independent director
Voting results: 9 in favor, 0 against and 0 abstention.
13、 The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
See http://www.cn.info.com.cn on the same day for details Notice on convening the 2021 annual general meeting of shareholders published.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced
Hainan Haiyao Co.Ltd(000566) board of directors
April 27, 2002
