Securities code: Anhui Huamao Textile Company Limited(000850) securities abbreviation: Anhui Huamao Textile Company Limited(000850) Announcement No.: 2022013 Anhui Huamao Textile Company Limited(000850)
Announcement of resolutions of the 13th meeting of the 8th 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.
Anhui Huamao Textile Company Limited(000850) the 13th meeting of the 8th board of directors was held on April 25, 2022 in the form of on-site communication meeting. The notice of this meeting was delivered to all directors in writing and e-mail on April 14, 2022. There were 9 directors who should attend the board meeting, and 9 directors actually attended the meeting, including 4 independent directors. Supervisors and senior executives of the company attended the meeting as nonvoting delegates. The convening and convening of the meeting shall comply with the provisions of relevant laws and regulations and the articles of association. The meeting shall be presided over by Mr. Ni Junlong, chairman of the board of directors. After careful discussion, the attending directors adopted the following resolutions by open ballot:
1、 Review the work report of the board of directors in 2021
Voting: 9 in favor, 0 against and 0 abstention; Voting result: deliberated and adopted.
For details, please refer to securities times, China Securities Journal and cninfo.com.cn published on the same day Section III Management Discussion and analysis, Section IV corporate governance, Section VI important matters and other relevant chapters of the full text of the 2021 annual report on.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
2、 Review the work report of the general manager of the company in 2021
Voting: 9 in favor, 0 against and 0 abstention; Voting result: deliberated and adopted.
3、 Review the 2021 annual report of the company and its summary
Voting: 9 in favor, 0 against and 0 abstention; Voting result: deliberated and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to securities times, China Securities Journal and cninfo.com.cn published on the same day Relevant announcements on.
4、 Review the company’s 2021 annual financial statement report
According to the audit report of Rongcheng Certified Public Accountants (special general partnership) (Rongcheng Shenzi [2022] No. 230z0945), the net profit was 43607595091 yuan. In addition to the undistributed profit of 287689154256 yuan at the beginning of the year, the undistributed profit of 751512351 yuan at the beginning of the year adjusted due to changes in accounting policies, and the dividend payable of 4718325045 yuan in the previous year, the profit available for distribution to shareholders of the company in this year is 331793236365 yuan.
Voting: 9 in favor, 0 against and 0 abstention; Voting result: deliberated and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
5、 Review the company’s 2021 profit distribution plan and the plan for converting capital reserve into share capital
In combination with the company’s development stage and the requirements of relevant laws and regulations, the company’s profit distribution plan for 2021 is: Based on the total share capital of 943665009 shares at the end of 2021, the company will distribute cash dividends of RMB 0.50 (including tax) for every 10 shares to all shareholders with undistributed profits, with a total of RMB 4718325045 distributed, and the remaining undistributed profits will be carried forward to the next year. The company will not convert the capital reserve into share capital this year.
The company’s profit distribution plan for 2021 is in line with the actual situation of the company, reflects the principle of the company’s positive return to shareholders, and complies with the company law, the securities law, the accounting standards for business enterprises, and the notice on further implementing the matters related to cash bonus of listed companies issued by China Securities Regulatory Commission The guidelines of the China Securities Regulatory Commission on the distribution of profits of listed companies (No. 2023) are in line with the relevant provisions of the guidelines of the China Securities Regulatory Commission on the distribution of profits of listed companies.
The independent directors of the company agreed to the 2021 profit distribution plan and the plan of converting capital reserve into share capital, and expressed independent opinions on the proposal.
Voting: 9 in favor, 0 against and 0 abstention; Voting result: deliberated and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
6、 Review the implementation of the company’s daily connected transactions in 2021 and the proposal on the expected daily connected transactions in 2022
1. Implementation of daily related party transactions of the company in 2021
During the reporting period, the total amount of daily related party transactions of the company in 2021 was implemented according to the total amount considered and approved in 2021, which did not exceed the overall estimated amount of related party transactions.
The major difference from the original estimate is related party transactions with Anhui Huamao import and Export Co., Ltd. the main reason is that affected by the epidemic, there is uncertainty in the agency export business of related trade. At the same time, in order to avoid related party transactions as much as possible, related transactions are reduced.
From the overall transaction situation, the above transactions are conducive to the production and operation of the company. The pricing of the transaction is fair and in line with the company and
2. Daily related party transactions in 2022
Independent directors reviewed and approved the proposal in advance. When voting on the proposal, related directors Ni Junlong, Zuo Zhipeng, Hu mengchun and Dai Huangqing avoided voting according to law.
The independent directors of the company agreed to the proposal of daily connected transactions in 2022 and expressed independent opinions on the implementation of daily connected transactions in 2021 and the expected daily connected transactions in 2022.
Voting: 5 in favor, 0 against and 0 abstention; Voting result: deliberated and adopted.
For details, please refer to securities times, China Securities Journal and cninfo.com.cn published on the same day Relevant announcements on.
7、 Deliberating the company’s proposal on self-evaluation report on internal control in 2021
The board of supervisors and independent directors of the company issued verification opinions on the internal control self-evaluation report.
Voting: 9 in favor, 0 against and 0 abstention; Voting result: deliberated and adopted.
For details, please refer to securities times, China Securities Journal and cninfo.com.cn published on the same day Relevant announcements on.
8、 Deliberating the proposal on the company’s application for comprehensive financing credit line from the bank
The board of directors authorizes the management of the company to apply to the bank for a comprehensive credit line for financing according to the needs of production and operation, and handle financing business within the scope of the credit line.
Voting: 9 in favor, 0 against and 0 abstention; Voting result: deliberated and adopted.
9、 Review the summary report of the Audit Committee on the audit of the company’s 2021 financial report
Rongcheng Certified Public Accountants (special general partnership), which carries out the company’s financial audit, has carried out the audit work in accordance with the provisions of the independent audit standards for Chinese certified public accountants, scrupulously abided by their duties, followed the independent, objective and fair practice standards, had sufficient audit time, reasonable allocation of auditors and high professional ability, The audited financial report can fully reflect the company’s financial position as of December 31, 2021 and the operating results and cash flow in 2021. The audit conclusion is in line with the actual situation of the company.
The 2021 financial report will be submitted to the board of directors of the company for deliberation after being reviewed by the audit committee of the company.
Voting: 9 in favor, 0 against and 0 abstention; Voting result: deliberated and adopted.
10、 Review the report of the remuneration and Appraisal Committee on the performance appraisal results and remuneration implementation of the company’s senior managers in 2021
In 2021, the salary assessment of the company’s senior managers was implemented in accordance with Anhui Huamao Textile Company Limited(000850) senior management salary assessment measures. The remuneration of senior managers in 2021 will be submitted to the board of directors of the company for deliberation after being reviewed by the remuneration and assessment committee of the company.
The independent directors of the company expressed independent opinions on the report of the remuneration and Appraisal Committee on the performance appraisal results and remuneration implementation of the company’s senior managers in 2021.
Voting: 9 in favor, 0 against and 0 abstention; Voting result: deliberated and adopted.
11、 Deliberating the proposal of the company on the proposed disposal of trading financial assets
According to the company’s business development strategy and investment plan, combined with the current situation of the securities market and considering the company’s asset allocation and the actual demand for funds for operation and investment activities, the board of directors authorizes the management to dispose part of the trading financial assets held by the company in a legal manner, and timely disclose relevant information as required. The total amount of this disposal is limited to the major asset reorganization standard that does not involve the administrative measures for major asset reorganization of listed companies.
The independent directors of the company agreed to the proposal of the company to dispose of trading financial assets and expressed independent opinions on the proposal.
Voting: 9 in favor, 0 against and 0 abstention; Voting result: deliberated and adopted.
This proposal is submitted to the general meeting of shareholders of the company for deliberation. The validity of this proposal is from the date of approval of this general meeting of shareholders to the date of 2022 annual general meeting of shareholders.
12、 Review the proposal on the company’s use of idle self owned funds for short-term investment
In order to make full use of the company’s idle funds and improve the use efficiency and income level of funds, under the condition that the company has sufficient self owned funds and does not affect the normal operation of the company and its holding subsidiaries, the company decides to make a short-term investment with idle self owned funds of no more than RMB 500 million (the income obtained from investment can be reinvested, and the amount of reinvestment is included in the initial investment of RMB 500 million). The investment varieties are limited to bonds, funds, financial products, investment in the secondary stock market, subscription of new shares and other securities investment behaviors recognized by Shenzhen Stock Exchange (the above investment varieties do not include securities derivatives). The use period of the quota is one year from the date of deliberation and approval by the board of directors.
The independent directors of the company believe that the decision-making procedure of this proposal is legal and compliant. The company has formulated the internal control system for securities investment, which makes detailed provisions on the principles, scope, authority, internal audit process, internal reporting procedures, supervision of fund use, responsible departments and responsible persons of securities investment, which can effectively prevent investment risks. At the same time, the company continues to conduct market analysis and research, earnestly implement relevant internal management systems and strictly control risks. At present, the company has normal operation, good financial condition and abundant cash flow. In order to prevent idle funds, the company makes short-term investment on the premise of strictly controlling risks, which is conducive to improving the use efficiency of funds, in line with the interests of the company and minority shareholders, and in line with the relevant provisions of relevant laws and regulations.
Voting: 9 in favor, 0 against and 0 abstention; Voting result: deliberated and adopted.
For details, please refer to securities times, China Securities Journal and cninfo.com.cn published on the same day Relevant announcements on.
13、 Deliberation on the proposal of the company to provide guarantee amount for subsidiaries within the scope of consolidated statements in 2022
In order to give full play to the market financing function of subsidiaries and meet the needs of normal production and operation of subsidiaries, the company plans to provide guarantee for the production and operation financing activities of subsidiaries within the scope of consolidated statements in 2022. The guaranteed objects are subsidiaries at all levels within the scope of the company’s consolidated statements. The company has control over them, with stable operation, good credit status and controllable guarantee risk; At the same time, except for wholly-owned subsidiaries, other holding subsidiaries must provide counter guarantee for their respective guarantee matters to further control the guarantee risk of the company.
The independent directors of the company agreed to the proposal and expressed independent opinions on the proposal.
Voting: 9 in favor, 0 against and 0 abstention; Voting result: deliberated and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to securities times, China Securities Journal and cninfo.com.cn published on the same day Relevant announcements on.
14、 Deliberating the proposal on the provision for impairment
In accordance with the provisions and requirements of the accounting standards for business enterprises and the company’s accounting policies and other documents, in order to more truly and accurately reflect the company’s asset status and financial status as of December 31, 2021, the company checked all kinds of assets based on the principle of prudence and accrued relevant asset impairment reserves. The provision for impairment shall be submitted to the board of directors of the company for deliberation after being reviewed by the audit committee of the company.
The independent directors of the company believe that the provision for asset impairment of the company this time is in line with the actual situation of the company’s assets and relevant policies and regulations. After the company withdraws the provision for impairment, it can more fairly reflect the company’s asset status, make the company’s accounting information about asset value more reasonable and reliable, and there is no damage to the interests of the company and shareholders. It is agreed to withdraw the provision for asset impairment this time.
Voting: 9 in favor, 0 against and 0 abstention; Voting result: deliberated and adopted.
For details, please refer to securities times, China Securities Journal and cninfo.com.cn published on the same day Relevant announcements on.
15、 Review the proposal on the company’s renewal of the appointment of accounting firms
In 2022, the company plans to continue to employ Rongcheng Certified Public Accountants (special general partnership) as the financial audit institution and internal control audit institution in 2022, and submit to the general meeting of shareholders to authorize the company’s operation and management to negotiate with it to determine the company’s audit fee in 2022 according to the market principle. The matter of renewing the appointment of an accounting firm shall be submitted to the board of directors of the company for deliberation after being deliberated by the audit committee of the company.
Independent directors reviewed and approved the proposal in advance, agreed to the proposal and expressed independent opinions.
Voting: 9 in favor, 0 against and 0 abstention; Voting result: deliberated and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to securities times, China Securities Journal and cninfo.com.cn published on the same day Relevant announcements on.
16、 Review the company’s revised salary assessment measures for senior managers
