Stock Code: Shenzhen Huakong Seg Co.Ltd(000068) stock abbreviation: Shenzhen Huakong Seg Co.Ltd(000068) Announcement No.: 202228 Shenzhen Huakong Seg Co.Ltd(000068)
Announcement of resolutions of the 13th interim meeting of the seventh 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
Shenzhen Huakong Seg Co.Ltd(000068) (hereinafter referred to as “the company”) the 13th interim meeting of the seventh board of directors was held by means of communication voting on May 19, 2022. The notice of this meeting was sent to all directors by email and in writing on May 16, 2022. At this meeting, 11 directors should participate in the voting and 11 actually participated in the voting. The meeting complies with the relevant provisions of the company law and the articles of association, and the meeting and voting are legal and valid.
2、 Deliberations of the board meeting
1. Deliberating the proposal on the company’s plan for non-public development of shares (Revised Version)
The company plans to issue non-public shares to the controlling shareholder Shenzhen huarongtai Asset Management Co., Ltd. (hereinafter referred to as “huarongtai”). In accordance with the detailed rules for the implementation of non-public offering of shares by listed companies and the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – non-public offering plan and issuance report of listed companies, the board of directors of the company revised the plan for Shenzhen Huakong Seg Co.Ltd(000068) non-public offering of shares. For details, please refer to the non-public Development Bank A-share stock plan (Revised Version) released by the company on the designated information disclosure media on the same day.
Affiliated directors Sun Bo, Bai Pingyan, Chai Hongjie and Zhang Hongjie avoided voting.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting: 7 in favor, 0 against, 0 abstention and 4 avoidance.
2. Review the proposal on the feasibility analysis report on the use of funds raised by non-public development banks of the company (Revised Version)
The company plans to issue non-public shares to the controlling shareholder huarongtai. According to relevant regulations, the company revised the feasibility analysis report on the use of funds raised by Shenzhen Huakong Seg Co.Ltd(000068) non-public development banks (Revised Version). For details, see the feasibility analysis report on the use of funds raised by non-public development banks’ A shares (Revised Version) released by the company on the same day on the designated information disclosure media.
Affiliated directors Sun Bo, Bai Pingyan, Chai Hongjie and Zhang Hongjie avoided voting.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting: 7 in favor, 0 against, 0 abstention and 4 avoidance.
3. Review the proposal on diluting the immediate return of non-public development banks’ shares, countermeasures and commitments of relevant subjects;
According to the relevant provisions of the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and other documents, in order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of this non-public offering on the dilution of immediate return, and put forward specific measures to fill the return, Relevant entities have made commitments to the effective implementation of the company’s compensation and return measures. For details, please refer to the company’s announcement (Revised Version) on the risk prompt, filling measures and commitments of relevant subjects of diluting the immediate return of non-public issuance of A-Shares issued on the designated information disclosure media on the same day. Affiliated directors Sun Bo, Bai Pingyan, Chai Hongjie and Zhang Hongjie avoided voting.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting: 7 in favor, 0 against, 0 abstention and 4 avoidance.
4. Review the proposal on the company’s shareholder return plan for the next three years (20222024);
In order to improve and perfect the company’s scientific, sustainable and stable dividend decision-making and supervision mechanism, actively repay investors and guide investors to establish a rational investment concept of long-term investment, according to the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) According to the relevant requirements of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) (CSRC announcement [2022] No. 3) and the provisions of the articles of association, and in combination with the actual situation of the company, the shareholder return plan is formulated. For details, see the shareholder return plan for the next three years (20222024) released by the company on the same day on the designated information disclosure media.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting: 11 in favor, 0 against and 0 abstention
5. Deliberating the proposal on the unnecessary issuance of the report on the use of the previously raised funds;
Due to the fact that the arrival time of the previous raised funds has exceeded five complete accounting years, the company does not need to prepare a report on the use of the previous raised funds for this non-public offering of shares, nor does it need to hire an accounting firm to issue an assurance report on the use of the previous raised funds. For details, please refer to the instructions on the unnecessary preparation of the report on the use of the previously raised funds issued by the company in the designated information disclosure media on the same day.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting: 11 in favor, 0 against and 0 abstention
6. Deliberating the proposal on providing financial assistance to holding subsidiaries;
The company agrees to provide 200 million yuan of financial assistance to the wholly-owned subsidiary Huakong Kaidi by borrowing from shareholders. The funds will be used to supplement working capital. The period of financial assistance shall not exceed 1 year (prepayment can be made), and the annual interest rate shall be 5% (subject to the actual signed contract);
The company agrees to provide the wholly-owned subsidiary Zhonghuan century with financial assistance of no more than 10 million yuan, which will be used to supplement the working capital. The period of financial assistance shall not exceed 1 year (prepayment is allowed), and the annual interest rate shall be 6.5% (subject to the actual signed contract);
The company agrees to provide financial assistance of 20 million yuan to Qian’an Huakong, a holding subsidiary, for the repayment of loans and supplement of working capital. The period of financial assistance shall not exceed 1 year (prepayment can be made), and the annual interest rate shall be 6.5% (subject to the actual contract signed). See the announcement on providing financial assistance to subsidiaries issued by the company on the same day on the designated information disclosure media for the above specific contents.
Voting: 11 in favor, 0 against and 0 abstention
7. Review the proposal on the appointment of the company’s annual audit accounting firm;
Given that Dahua Certified Public Accountants (special general partnership) has provided audit services for the company for many years, in order to ensure the independence and objectivity of the audit work of listed companies, combined with the actual operation of the company, the company plans to appoint Lianda Certified Public Accountants (special general partnership) as the financial audit institution and internal control audit institution of the company in 2022, and the audit fee shall not exceed 1 million yuan (excluding tax).
For details, see the announcement on the proposed appointment of an annual audit accounting firm issued by the company on the same day on the designated information disclosure media.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting: 11 in favor, 0 against and 0 abstention
8. Deliberating the proposal on applying for loan extension from the controlling shareholder huarongtai;
The company plans to apply for the extension of the 740 million loan from the controlling shareholder Donghua Rongtai to alleviate the capital pressure and supplement the working capital. The extension period is one year, the annual interest rate is still 5%, which can be repaid in advance and repay the principal and interest at one time when due. For details, see the announcement on applying for loan extension from the controlling shareholder issued by the company on the designated information disclosure media on the same day.
Affiliated directors Sun Bo, Bai Pingyan, Chai Hongjie and Zhang Hongjie avoided voting.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting: 7 in favor, 0 against, 0 abstention and 4 avoidance.
9. Deliberating the proposal on convening the second extraordinary general meeting of shareholders in 2022;
The company is scheduled to hold the second extraordinary general meeting of shareholders in 2022 on June 6, 2022. For details, see the notice on convening the second extraordinary general meeting of shareholders in 2022 issued by the company on the designated information disclosure media on the same day.
Voting: 11 in favor, 0 against and 0 abstention
3、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting;
2. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Shenzhen Huakong Seg Co.Ltd(000068) board of directors may 20, 2002
