Securities code: 301090 securities abbreviation: China Resources Chemical Innovative Materials Co.Ltd(301090) Announcement No.: 2022-002 China Resources Chemical Innovative Materials Co.Ltd(301090)
Announcement of resolutions of the 22nd Meeting of the first 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 and attendance of the meeting
The notice of the 22nd Meeting of the first board of directors of China Resources Chemical Innovative Materials Co.Ltd(301090) (hereinafter referred to as "the company") was sent in writing and e-mail on January 18, 2022. The meeting was held in conference room 507 of the company by means of communication voting at 14:00 on January 25, 2022. There were 7 directors and 7 actual directors, The nominee Mr. Wang Junxiang and the senior management of the company attended the meeting as nonvoting delegates. The meeting was convened and presided over by Mr. Chen Xiaojun, chairman of the company. The convening, convening and voting of the meeting comply with the provisions of the company law and the articles of association, and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
After deliberation by all directors, relevant proposals were passed by open ballot at this meeting, and the following resolutions were formed:
(I) deliberated and passed the proposal on changing directors of the company
In view of the resignation of Mr. Zhu Zhenda and Ms. an zekun as non independent directors of the first board of directors of the company, they will no longer hold any position in the company and its subsidiaries after their resignation. The meeting agreed to nominate Mr. Wang Junxiang as a candidate for non independent director of the first board of directors of the company, with a term of office from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022 to the date of expiration of the current board of directors. At the same time, Mr. Wang Junxiang resigned as the senior deputy general manager of the company and served as the Secretary of the Party committee of the company. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
The independent directors of the company expressed their independent opinions on this matter. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting: 7 votes in favor; 0 abstention; 0 votes against, and the motion was passed.
(II) deliberated and passed the proposal on the appointment of the general manager of the company
After deliberation, the meeting agreed to appoint Mr. Fang Xin as the general manager of the company and serve as the legal representative of the company in accordance with the articles of association. His former deputy general manager will be removed automatically, and his term of office will start from the date of deliberation and approval at the 22nd Meeting of the first board of directors to the date of expiration of the current board of directors. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
The independent directors of the company expressed their independent opinions on this matter.
Voting: 7 votes in favor; 0 abstention; 0 votes against, and the motion was passed.
(III) the proposal on the prediction of the company's daily connected transactions in 2022 was deliberated and adopted item by item
1. Deliberated and passed the proposal on the limit of connected transactions with enterprises controlled by China Resources Co., Ltd. in 2022;
After deliberation, the meeting agreed that the total amount of related party transactions between the company and enterprises controlled by the same controlling party China Resources Co., Ltd. in 2022 should not exceed 1246354500 yuan, including 270.1486 million yuan of goods and services purchased from related parties, 966 million yuan of products sold to related parties, 7.2039 million yuan of related party leases, and 3.002 million yuan of deposit and loan interest income and handling fees of related parties.
Voting results: 4 in favor, 0 against and 0 abstention. Related directors Chen Xiaojun, Tian Meiyuan and Fang Xin avoided voting, and this proposal was passed.
2. Deliberated and approved the proposal on the limit of connected transactions with other related parties Changzhou Hongchuan petrochemical storage Co., Ltd. in 2022;
After deliberation, the meeting agreed that the company expects to purchase no more than 19.55 million yuan of goods and services from Changzhou Hongchuan petrochemical storage Co., Ltd. in 2022.
Voting: 5 in favor, 0 against and 0 abstention. Related directors Tian Meiyuan and Fang Xin avoided voting, and this proposal was passed.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
The independent directors of the company have expressed their prior approval opinions and independent opinions with explicit consent to this proposal, and the company's recommendation agency China Securities Co.Ltd(601066) has also issued written verification opinions without objection.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(IV) deliberated and passed the proposal on the company's application for comprehensive credit line from domestic and foreign banks in 2022
After deliberation, the meeting agreed that the company and its subsidiaries planned to apply for a comprehensive credit line of no more than RMB 59.60 million and US $265 million from domestic and foreign banks in 2022. In order to improve work efficiency and handle financing business in time, the general manager of the company is authorized to review and sign relevant financing contract documents within the above credit line. In addition, within the scope of the company's credit line, the general manager of the company is authorized to review and sign relevant loan contract documents within the scope that the total loan balance of the company and its subsidiaries does not exceed RMB 1 billion (or equivalent foreign currency). The authorization period shall come into force after being deliberated and approved at the 22nd Meeting of the first board of directors of the company, and the validity period is 12 months. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
Voting: 7 in favor, 0 against and 0 abstention. The motion was passed.
(V) deliberated and passed the proposal on the company's expected guarantee amount to the wholly-owned subsidiary China Resources chemical new materials Co., Ltd. in 2022
After deliberation, the meeting agreed that the company is expected to provide a joint and several liability guarantee amount of no more than RMB 500 million for the wholly-owned subsidiary China Resources chemical new materials Co., Ltd. in 2022. In order to improve the efficiency of applying for comprehensive credit line from the bank, within the total guarantee amount, it is agreed to authorize the general manager of the company to sign all legal documents (including but not limited to credit, loan, mortgage, financing, guarantee, etc.) within the above credit line and guarantee line on behalf of the company. The authorization period shall come into force after being deliberated and approved at the 22nd Meeting of the first board of directors of the company, and the validity period is 12 months. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
The independent directors of the company have expressed their independent opinions on this matter, and the company's recommendation institution China Securities Co.Ltd(601066) has issued no objection verification opinions.
Voting: 7 in favor, 0 against and 0 abstention. The motion was passed.
(VI) the proposal on convening the company's first extraordinary general meeting in 2022 was deliberated and passed. After deliberation, it was agreed that the company would convene the first extraordinary general meeting in 2022 at 14:00 on February 17, 2022 to review the above proposals to be submitted to the general meeting for deliberation.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
Voting: 7 votes in favor; 0 abstention; 0 votes against, and the motion was passed.
3、 Documents for future reference
1. Resolution of the 22nd Meeting of the first board of directors;
2. Independent opinions of independent directors on matters related to the 22nd Meeting of the first board of directors; 3. Prior approval opinions of independent directors on matters related to the 22nd Meeting of the first board of directors;
4. China Securities Co.Ltd(601066) verification opinions on the amount of guarantee expected to be provided to the wholly-owned subsidiary China Resources chemical new materials Co., Ltd. in China Resources Chemical Innovative Materials Co.Ltd(301090) 2022; 5. China Securities Co.Ltd(601066) verification opinions on the prediction of daily connected transactions in China Resources Chemical Innovative Materials Co.Ltd(301090) 2022.
It is hereby announced!
China Resources Chemical Innovative Materials Co.Ltd(301090) board of directors
January 25, 2022
