Securities code: 003037 securities abbreviation: Guangdong Sanhe Pile Co.Ltd(003037) Announcement No.: 2022-003
Guangdong Sanhe Pile Co.Ltd(003037)
Announcement on resolutions of the 7th Meeting of the 3rd 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 seventh meeting of the third board of directors of Guangdong Sanhe Pile Co.Ltd(003037) (hereinafter referred to as “the company”) was held by means of communication on Thursday, January 20, 2022. The notice of the meeting was sent to all directors by email, SMS and wechat on January 17, 2022. There are 9 directors who should attend the meeting, and 9 actually attended the meeting. The meeting was presided over by Chairman Wei Zelin, and the company’s supervisors and senior managers attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the provisions of relevant laws, regulations, rules and the articles of association.
2、 Deliberations of the board meeting
After careful consideration by all directors, the following resolutions were reached at the meeting:
(I) deliberated and passed the proposal on the prediction of daily connected transactions in 2022
In 2022, the company and its subsidiaries are expected to cooperate with related parties Guangdong Hejian new building materials Co., Ltd., Guangdong Hejun Basic Construction Engineering Co., Ltd., Ezhou Hejun construction basic engineering Co., Ltd., Zhongshan Sanhe Concrete Co., Ltd., Jingshan Xinhe Mining Co., Ltd., Deqing longsanjin building materials Co., Ltd The total amount of daily related party transactions between Tieling Hefeng building materials Co., Ltd. and Jiangsu shangjunming Construction Engineering Co., Ltd. is 2249.7 million yuan, including 39 million yuan of products and commodities purchased from related parties, 2186 million yuan of products and commodities sold to related parties and 24.7 million yuan of labor services provided by related parties.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com, the information disclosure media designated by the company on the same day（ http://www.cn.info.com.cn. ）Announcement on the forecast of daily connected transactions in 2022.
Voting results: 5 in favor, 0 against and 0 abstention.
The directors Wei Zhilin and Wei Hongwen indirectly control the related parties Jingshan Xinhe Mining Co., Ltd., Deqing longsanjin building materials Co., Ltd. and Tieling Hefeng building materials Co., Ltd. Directors Li Wei and Wei Hongwen served as directors of Guangdong Hejian new building materials Co., Ltd. and Zhongshan Sanhe Concrete Co., Ltd. Wei Zhilin, the director, is a close family member of the actual controller of the related parties Guangdong Hejun Basic Construction Engineering Co., Ltd., Ezhou Hejun Basic Construction Engineering Co., Ltd. and Jiangsu shangjunming Construction Engineering Co., Ltd. Wei Zelin, the director, and the above three related directors are persons acting in concert.
Related directors Wei Zelin, Wei Zhilin, Li Wei and Wei Hongwen avoided voting.
The independent directors have expressed their prior approval opinions and agreed independent opinions on this proposal, and the sponsor has issued relevant verification opinions. For details, see the company’s disclosure on cninfo.com.cn on the same day Relevant announcements.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(II) the proposal on applying for bank credit and providing guarantee by the company and its subsidiaries was deliberated and adopted
In order to meet the development, production and operation needs of the company and its subsidiaries, it is agreed that the company and its subsidiaries apply to banks and other financial institutions for a comprehensive credit line of no more than RMB 6721 million and US $9 million (converted according to the central parity of RMB exchange rate authorized by China foreign exchange trading center on January 19, 2022, equivalent to RMB 57.2616 million), The credit line shall be one year from the date of deliberation and approval by the general meeting of shareholders of the company. According to the different subjects applying for credit extension, the company and its subsidiaries will provide a guarantee with an estimated total guarantee limit of no more than 3186.5 million yuan for the above comprehensive credit extension (the guarantee forms include but are not limited to joint and several liability guarantee, mortgage guarantee, etc., which shall be subject to the provisions of the credit extension main contract and guarantee contract). Among them, the guarantee amount provided for subsidiaries with asset liability ratio of more than 70% (including the estimated guarantee amount of Taizhou Guangdong Sanhe Pile Co.Ltd(003037) Co., Ltd., Huzhou Sanhe new building materials Co., Ltd. and Hunan Sanhe new building materials Co., Ltd., newly established in the second half of 2021 without financial data) is RMB 1690.5 million, The guarantee amount for subsidiaries with asset liability ratio less than 70% is RMB 1496 million. The validity period of the guarantee limit is one year from the date of deliberation and approval by the general meeting of shareholders. The actual guarantee period shall be subject to the agreement in the main credit contract and guarantee contract.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com, the information disclosure media designated by the company on the same day（ http://www.cn.info.com.cn. ）Announcement on the company and its subsidiaries applying for bank credit and providing guarantee.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(III) the proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
After deliberation, the board of directors agreed that the company would hold the second extraordinary general meeting of shareholders in 2022 by combining on-site and online voting on February 18, 2022 to review relevant proposals.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com, the information disclosure media designated by the company on the same day（ http://www.cn.info.com.cn. ）Notice on convening the second extraordinary general meeting of shareholders in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 7th Meeting of the 3rd board of directors;
2. Prior approval opinions of independent directors on the proposal on the prediction of daily connected transactions in 2022; 3. Independent opinions of independent directors on matters related to the seventh meeting of the third board of directors.
It is hereby announced.
Guangdong Sanhe Pile Co.Ltd(003037) board of directors January 20, 2022
