Nanning Sugar Industry Co., Ltd
Securities code: Nanning Sugar Industry Co.Ltd(000911) securities abbreviation: Nanning Sugar Industry Co.Ltd(000911) Announcement No.: 2022015 Nanning Sugar Industry Co.Ltd(000911)
Announcement of resolutions of the 11th 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.
1、 Meetings of the board of directors
1. Time and method of meeting notice: the meeting notice has been notified to all directors by written delivery, e-mail and other means on April 15, 2022.
2. Time of the meeting: 09:30 a.m. on April 25, 2022.
Place of the meeting: conference room of the company headquarters.
Method of meeting: show of hands.
3. There were 9 directors who should attend the meeting and 8 directors who actually attended the meeting (among them, one director was entrusted to attend the meeting, and Ms. Huang Liyan, the director, failed to attend the meeting in person due to official leave, and authorized Mr. Su Jianxiang, the director, to exercise the voting right on his behalf.)
4. Moderator: Mr. moficheng, chairman.
Non voting participants: 5 supervisors and 3 senior managers.
5. The meeting was held in accordance with the relevant provisions of the company law and the articles of association. 2、 Deliberations of the board meeting
1. Annual report and summary of the company in 2021.
The specific contents of the company’s 2021 annual report and abstract were published on www.cninfo.com on the same day info. com. cn.， The summary of the 2021 annual report is also published in the securities times, Securities Daily, China Securities News and Shanghai Securities News.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted after deliberation.
2. Annual work report of the board of directors in 2021.
The 2021 annual work report of the board of directors of the company comes from the whole chapter of section III “management discussion and analysis” in the 2021 annual report of the company. For details, please refer to www.cn on the same day info. com. cn. Full text of 2021 annual report.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Nanning Sugar Industry Co., Ltd
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted after deliberation.
3. Annual financial statement report of the company in 2021.
For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo.com on the same day info. com. cn. Announcement of the company’s 2021 annual financial statement report.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted after deliberation.
4. 2021 annual profit distribution plan of the company.
According to the audit of Zhitong certified public accountants, the net profit attributable to the shareholders of the listed company in the consolidated statements of the company in 2021 was -5365009372 yuan. In addition, the company implemented the new leasing standards from January 1, 2021, and adjusted the undistributed profit at the beginning of 2021 to -12886055733 yuan, plus the undistributed profit carried forward at the end of 2020 to -180153599217 yuan. As of December 31, 2021, The profit available for distribution in the consolidated statements is -198404664322 yuan.
The undistributed profit of the company at the end of 2021 is negative. According to the relevant provisions of accounting policies, the profit distribution plan of the company at the end of 2021 is proposed not to distribute profit or convert accumulation fund into share capital.
For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo.com on the same day info. com. cn. Announcement of Nanning Sugar Industry Co.Ltd(000911) on the special explanation of no profit distribution in 2021.
Independent directors expressed their independent opinions on the proposal. (see the special instructions and independent opinions of independent directors on matters related to the 11th meeting of the seventh board of directors published on www.cn.info.com.cn on the same day for details).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted after deliberation.
5. Internal control evaluation report of the company in 2021.
For details, please refer to www.cninfo.com on the same day info. com. cn. Internal control evaluation report of Nanning Sugar Industry Co.Ltd(000911) 2021).
Independent directors expressed their independent opinions on the proposal. (see the special instructions and independent opinions of independent directors on matters related to the 11th meeting of the seventh board of directors published on www.cn.info.com.cn on the same day for details).
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted after deliberation.
Nanning Sugar Industry Co., Ltd
6. Proposal on the company’s provision for asset impairment.
In order to truly reflect the company’s financial status and operation as of December 31, 2021, based on the principle of prudence, in accordance with the provisions of accounting standards for Business Enterprises No. 8 – asset impairment and the requirements of annual report audit and internal control audit in 2021, after analysis, the parent company plans to withdraw all kinds of asset impairment reserves of -208064 million yuan, and the subsidiary company plans to withdraw all kinds of asset impairment reserves of 19.608 million yuan, The provision for impairment in the consolidated statements is 441595 million yuan (offset). The provision for impairment this time does not involve related party transactions.
The provision for asset impairment is reduced by 441595 million yuan in the consolidated statement of 2021.
The board of Directors believes that according to the accounting standards for Business Enterprises No. 8 – asset impairment, the provision for asset impairment is fully based and fairly reflects the financial situation of the company.
For details, please refer to the securities times, Securities Daily, China Securities News, Shanghai Securities News and www.cn info. com. cn. Announcement of Nanning Sugar Industry Co.Ltd(000911) on the provision for asset impairment.
Independent directors expressed their independent opinions on the proposal. (for details, please refer to Nanning Sugar Industry Co.Ltd(000911) independent directors’ special instructions and independent opinions on relevant matters of the 11th meeting of the seventh board of directors published on cninfo.com.cn on the same day.).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted after deliberation.
7. Proposal on the special report on the deposit and use of raised funds in 2021. The board of directors approved the special report on the deposit and use of raised funds in 2021 prepared by the company, and the independent directors expressed their independent opinions. (see the special instructions and independent opinions of independent directors on matters related to the 11th meeting of the seventh board of directors published on www.cn.info.com.cn on the same day for details).
The special report of Nanning Sugar Industry Co.Ltd(000911) board of directors on the deposit and use of raised funds in 2021 prepared by the company, the assurance report on the annual deposit and actual use of Nanning Sugar Industry Co.Ltd(000911) raised funds issued by Zhitong Certified Public Accountants (special general partnership), and the verification opinions on the deposit and use of raised funds in 2021 issued by China Germany Securities Co., Ltd, The details were published on www.cninfo.com on the same day info. com. cn.。
Voting results: 9 in favor, 0 abstention and 0 opposition.
Nanning Sugar Industry Co., Ltd
8. The first quarter report of the company in 2022.
See www.cninfo.com on the same day for details info. com. cn. The company’s first quarter report of 2022 on.
Voting result: 9 affirmative votes; No abstention; No votes, considered and adopted.
9. Proposal on developing financial leasing business
It is agreed that the company will take the equipment assets directly under the sugar factory as the subject matter of financial leasing and carry out financial leasing business with Haitong Hengxin International Financial Leasing Co., Ltd. and Changjiang United Financial Leasing Co., Ltd. with a financing period of no more than two years and a total financing amount of no more than RMB 300 million. (for details, please refer to the announcement of Nanning Sugar Industry Co.Ltd(000911) on financial leasing business published in the securities times, Securities Daily, China Securities News and Shanghai Securities News on the same day and www.cn.info.com.cn.)
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted after deliberation.
10. Proposal on the prediction of guarantee amount for holding subsidiaries in 2022
It is agreed that the total amount of guarantee the company intends to provide for its holding subsidiaries in 2022 shall not exceed RMB 1576483 million. (for details, please refer to the announcement of Nanning Sugar Industry Co.Ltd(000911) on the estimated guarantee amount of holding subsidiaries in 2022 published in the securities times, Securities Daily, China Securities News and Shanghai Securities News on the same day and www.cn.info.com.cn.)
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted after deliberation.
11. Proposal on adjusting the members of the strategy committee, budget committee and Audit Committee of the board of directors
The adjusted members of the strategy committee, budget committee and Audit Committee of the seventh board of directors are as follows:
Strategy Committee of the board of directors: Mr. Mo Feicheng, Mr. Sun Weidong, Mr. Li Baohui, Mr. Su Jianxiang and Ms. Huang Liyan. Mr. Mo Feicheng is the chairman. The term of office is consistent with that of the board of directors. Budget Committee of the board of directors: Mr. Liu Ning, Mr. Chen Yongli and Mr. Li Jiezhong. Mr. Liu Ning is the chairman. The term of office is consistent with that of the board of directors.
Audit Committee of the board of directors: Mr. Chen Yongli, Mr. Xu Chunming, Mr. Li Jiezhong, and Mr. Chen Yongli is the chairman. The term of office is consistent with that of the board of directors.
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted after deliberation.
Nanning Sugar Industry Co., Ltd
12. The proposal on formulating the detailed rules for the implementation of the remuneration and assessment committee of the board of directors agreed to formulate the detailed rules for the implementation of the remuneration and assessment committee of the board of directors. (for details, please refer to the detailed rules for the implementation of the remuneration and assessment committee of Nanning Sugar Industry Co.Ltd(000911) board of directors published on www.cn.info.com.cn on the same day)
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted after deliberation.
13. The proposal on establishing the remuneration and assessment committee and Election Committee of the board of directors agrees that the company shall establish the remuneration and assessment committee of the seventh board of directors, elect Mr. Sun Weidong (independent director), Mr. Chen Yongli (independent director) and Mr. Liu Ning (director) as members of the remuneration and assessment committee of the company, and elect Mr. Sun Weidong as the chairman. The term of office is consistent with that of the board of directors. Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted after deliberation.
14. Proposal on the formulation of the company’s management measures authorized by the board of directors
It is agreed to formulate the management measures for the management authorized by the board of directors. (for details, please refer to the management measures of Nanning Sugar Industry Co.Ltd(000911) board of directors authorizing managers published on www.cn.info.com.cn on the same day)
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted after deliberation.
15. Proposal on Amending the company’s business scope and the articles of Association
It is agreed that the company will make normative amendments to the business scope of the company’s business license in accordance with the requirements of the notice of the market supervision bureau of Guangxi Zhuang Autonomous Region on carrying out the standardized reform of business scope registration. The corresponding regulations of the revised articles of association need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. After being deliberated and approved by the general meeting of shareholders, the special person designated by the board of directors shall be authorized to handle relevant matters such as industrial and commercial change registration. (for details, please refer to the announcement of Nanning Sugar Industry Co.Ltd(000911) on Amending the company’s business scope and the articles of Association published in the securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo on the same day.)
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted after deliberation.
16. Application for increasing credit line from bank
