Securities code: Baotou Huazi Industry Co.Ltd(600191) securities abbreviation: ST Chinese capital No.: pro 2022028 Baotou Huazi Industry Co.Ltd(600191)
Announcement on the resolutions of the 14th meeting of the 8th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for the false records, misleading statements or major omissions of the company.
Important content tips:
● all directors of the company attended the board meeting.
● all proposals of the board meeting were passed.
1、 Meetings of the board of directors
(I) the convening of this board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) the notice of the meeting of the board of directors was sent by telephone, email and wechat on May 18, 2022. The meeting was held on May 23, 2022 in the conference room on the second floor of the company by means of on-site combined communication.
(III) 9 directors should attend the meeting of the board of directors, and 9 directors actually attended the meeting, of which 6 directors attended the meeting on site and 3 directors attended the meeting by means of communication voting.
(IV) the meeting was presided over by Mr. Li Yanyong jointly elected by more than half of the directors, and vice general manager Hu Zhonglin, supervisor Wang Tao and Jia Yi attended the meeting as nonvoting delegates.
2、 Deliberations of the board meeting
（1） VIII. Proposal on the election of the chairman and vice chairman of the board of directors of the company
1. After voting, the directors present unanimously elected Mr. Li Yanyong as the chairman of the eighth board of directors of the company.
The voting result was: 9 in favor, 0 against and 0 abstention.
2. Elect Mr. Liu Fuan as the vice chairman of the eighth board of directors of the company.
The voting result was: 9 in favor, 0 against and 0 abstention.
（2） I. proposal on adjusting the members of special committees under the board of directors
Since the election of the board of directors of the company has been completed, the composition of the special committee under the board of directors is changed as follows:
1. Strategy Committee
The strategy committee is composed of Li Yanyong, Liu Fu'an, Du Zheng and Liu Jianlei. The term of office is the same as that of the current board of directors, of which Li Yanyong is the chairman.
The voting result was: 9 in favor, 0 against and 0 abstention.
2. Audit Committee
The audit committee is composed of Wang Luqi, Liu Jianlei and Cui Meizhi. The term of office is the same as that of the current board of directors, of which Wang Luqi is the chairman.
The voting result was: 9 in favor, 0 against and 0 abstention.
3. Nomination Committee
The nomination committee is composed of Du Zheng, Liu Jianlei and Li Yanyong. The term of office is the same as that of the current board of directors, of which Du Zheng is the chairman.
The voting result was: 9 in favor, 0 against and 0 abstention.
4. Remuneration and assessment committee
The remuneration and assessment committee is composed of Liu Jianlei, Wang Luqi and Li Yanyong. The term of office is the same as that of the current board of directors, of which Liu Jianlei is the chairman.
The voting result was: 9 in favor, 0 against and 0 abstention.
（3） I. proposal on establishing a wholly-owned subsidiary
In order to meet the needs of business expansion and strategic development, the company plans to set up a wholly-owned subsidiary with a self raised capital of 300 million yuan. For details, see the announcement published by the company on the same day (p.2022029). Within one year from the date of the authorization of the board of directors to handle the relevant matters, the effective period shall be one year from the date of registration of the subsidiary.
The voting result was: 9 in favor, 0 against and 0 abstention.
（4） I. proposal on external financing
In order to meet the needs of the company's business expansion and strategic development, the board of directors agreed to use all or part of Hua Xia Bank Co.Limited(600015) shares held by the company for financing through means including but not limited to pledge and agreed repurchase securities trading, with a financing limit of no more than 200 million yuan for the production and operation of the enterprise. At the same time, the management is authorized to handle relevant financing matters, and the authorization period is valid within one year from the date of adoption by the board of directors.
This transaction does not constitute a connected transaction or a major asset reorganization.
There are no major legal obstacles to this transaction.
This transaction does not need to be submitted to the general meeting of shareholders for deliberation.
The voting result was: 9 in favor, 0 against and 0 abstention. It is hereby announced
Baotou Huazi Industry Co.Ltd(600191)
Board of directors
May 24, 2022
