Securities code: 300368 securities abbreviation: Hebei Huijin Group Co.Ltd(300368) Announcement No.: 2022-001 Hebei Huijin Group Co.Ltd(300368)
Announcement on resolutions of the 21st Meeting of the 4th 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、 Convening of board meeting
The 21st Meeting of the 4th board of directors of Hebei Huijin Group Co.Ltd(300368) (hereinafter referred to as “the company”) was held in the conference room on the third floor of the company on January 19, 2022. The notice of this meeting was sent in writing and e-mail on January 14, 2022.
The meeting was convened and presided over by Mr. Cui Zhongmin. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting. The meeting was held by on-site combined with communication voting (Wang dongkai, sang Yu and Wei Huisheng attended the meeting by communication voting), and the company’s supervisors, Secretary of the board of directors and senior managers attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law of the people’s Republic of China and the articles of association, and the resolutions made were legal and valid.
2、 Deliberations of the board meeting
The board meeting adopted the following resolutions by open ballot:
1. The proposal on the expected daily connected transactions of the company in 2022 was deliberated and adopted
In order to meet the company’s daily production and operation and quickly promote the development of various businesses, it is expected that the total amount of connected transactions between the company (including holding subsidiaries and holding subsidiaries) and relevant connected parties will not exceed 150 million yuan in 2022. At the same time, the company applies to the general meeting of shareholders to authorize the chairman of the company or his designated authorized agent to sign relevant documents within the above limit.
The independent directors approved the proposal in advance and expressed their independent opinions.
For details, please refer to the announcement on the expected daily connected transactions of the company in 2022 (Announcement No.: 2022-003) published on cninfo.com on the same day.
Voting results: 6 in favor, 3 in avoidance, 0 against and 0 abstention
Related directors Mr. Cui Zhongmin, Mr. Yang Zhenxian and Mr. Guo Junkai avoided voting.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. The proposal on terminating the implementation of the 2020 restricted stock incentive plan was deliberated and adopted
In order to protect the legitimate rights and interests of shareholders, the company and employees, fully implement the employee incentive policy, combined with the company’s future development plan, after careful research, the board of directors of the company decided to terminate the 2020 restricted stock incentive plan, and terminate it together with the supporting documents such as the management measures for the implementation and assessment of 2020 restricted stock incentive plan. Independent directors expressed their independent opinions on this proposal.
For details, please refer to the announcement on terminating the implementation of the 2020 restricted stock incentive plan (Announcement No.: 2022-004) issued by the company on cninfo.com on the same day.
Related directors Mr. Yang Zhenxian, Mr. Guo Junkai, Ms. Liu Junchao, Mr. Du Yanhui and Mr. Wang dongkai abstained from voting.
Voting results: 4 in favor, 5 in avoidance, 0 against and 0 abstention
3. The proposal on terminating the entrusted operation and management of Shenzhen Huarong construction investment commercial factoring Co., Ltd. and related party transactions of Shijiazhuang Huijin Supply Chain Management Co., Ltd., a holding subsidiary, was deliberated and adopted
On June 24, 2019, Hebei Huijin Group Co.Ltd(300368) held the 34th meeting of the third board of directors and the 30th meeting of the third board of supervisors, deliberated and adopted the proposal on the entrusted operation and management of Shenzhen Huarong construction investment commercial factoring Co., Ltd. and related party transactions by the holding subsidiary Shijiazhuang Huijin supply chain management Co., Ltd, Shijiazhuang Huijin Supply Chain Management Co., Ltd. (hereinafter referred to as “Huijin supply chain”), a holding subsidiary of Hebei Huijin Group Co.Ltd(300368) , signed the entrusted operation and management agreement with Handan Zhaotong Supply Chain Management Co., Ltd. and Huarong Asia Financial Holding Co., Ltd., shareholders of Shenzhen Huarong construction investment commercial factoring Co., Ltd. (hereinafter referred to as “Huarong construction investment”), Huijin supply chain is entrusted to exercise all shareholders’ rights of Huarong construction investment, and is fully responsible for the business, operation and management of Huarong construction investment.
After negotiation between the company and Huarong construction investment and its shareholders, all parties intend to sign the agreement on termination of entrusted operation and management to terminate the entrusted operation and management of Huarong construction investment. For details, please refer to the announcement on the termination of entrusted operation and management of Shenzhen Huarong construction investment commercial factoring Co., Ltd. and related party transactions by the holding subsidiary Shijiazhuang Huijin Supply Chain Management Co., Ltd. (Announcement No.: 2022-005) released on cninfo.com on the same day.
The independent directors approved the proposal in advance and expressed their independent opinions.
Voting results: 6 in favor, 3 in avoidance, 0 against and 0 abstention
Related directors Mr. Cui Zhongmin, Mr. Yang Zhenxian and Mr. Guo Junkai avoided voting.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4. The proposal on terminating the entrusted operation and management of Zhenghong Financial Leasing Co., Ltd. and related party transactions of Shijiazhuang Huijin Supply Chain Management Co., Ltd., a holding subsidiary, was deliberated and adopted
On April 24, 2020, Hebei Huijin Group Co.Ltd(300368) held the 7th Meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors, deliberated and adopted the proposal on the entrusted operation and management of Zhenghong Financial Leasing Co., Ltd. and related party transactions of the holding subsidiary Shijiazhuang Huijin Supply Chain Management Co., Ltd, Shijiazhuang Huijin Supply Chain Management Co., Ltd. (hereinafter referred to as “Huijin supply chain”), a holding subsidiary of Hebei Huijin Group Co.Ltd(300368) , signed the entrusted operation and management agreement with Handan Zhaotong Supply Chain Management Co., Ltd. and Hong Kong Xinhong Trade Co., Ltd., shareholders of Zhenghong Finance Leasing Co., Ltd. (hereinafter referred to as “Zhenghong finance”), Huijin supply chain is entrusted to exercise all shareholders’ rights of Zhenghong financing and is fully responsible for the business, operation and management of Zhenghong financing.
After negotiation between the company and Zhenghong financing and its shareholders, each party intends to sign the agreement on termination of entrusted operation and management to relieve the company’s entrusted operation and management of Zhenghong financing. For details, please refer to the announcement on the termination of entrusted operation and management of Zhenghong Financial Leasing Co., Ltd. and related party transactions by the holding subsidiary Shijiazhuang Huijin Supply Chain Management Co., Ltd. (Announcement No.: 2022-006) published on cninfo.com on the same day.
The independent directors approved the proposal in advance and expressed their independent opinions.
Voting results: 6 in favor, 3 in avoidance, 0 against and 0 abstention
Related directors Mr. Cui Zhongmin, Mr. Yang Zhenxian and Mr. Guo Junkai avoided voting.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was reviewed and adopted
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on Monday, February 7, 2022 to review the relevant proposals proposed by the board of directors. For details, see the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-007) issued by the company on cninfo.com on the same day.
Voting results: 9 in favor, 0 in avoidance, 0 against and 0 abstention
3、 Documents for future reference
1. The resolution of the 21st Meeting of the 4th board of directors signed by the attending directors;
2. Prior approval opinions of independent directors on matters related to the 21st Meeting of the Fourth Board of directors of the company;
3. Independent opinions of independent directors on matters related to the 21st Meeting of the Fourth Board of directors of the company. It is hereby announced.
Hebei Huijin Group Co.Ltd(300368) board of directors January 19, 2002
