Securities code: 002235 securities abbreviation: Xiamen Anne Co.Ltd(002235) Announcement No.: 2022-005 Xiamen Anne Co.Ltd(002235)
Announcement on the resolutions of the 19th meeting of the 5th 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
Xiamen Anne Co.Ltd(002235) (hereinafter referred to as “the company”) held the 19th meeting of the 5th board of directors in the conference room of the company at 14:30 on January 26, 2022. The meeting was notified in writing to all directors on January 22, 2022. Seven directors should attend the meeting and seven actually attended the meeting. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was convened and presided over by Mr. Zhang Jie, chairman of the board of directors. The convening and convening of the meeting met the provisions of the company law of the people’s Republic of China and the articles of association. 2、 Deliberations of the board meeting
After careful consideration, the directors present at the meeting passed the following resolutions:
1. The proposal on applying for credit line from the bank and giving corresponding authorization was deliberated and adopted, and the voting results were: 7 in favor, 0 abstention and 0 against
Xiamen Anne Co.Ltd(002235) and its subsidiaries plan to apply to relevant banks for comprehensive credit with a total amount of no more than RMB 460 million due to business needs. The details are as follows:
1. Apply to Xiamen Bank Co.Ltd(601187) for a comprehensive credit line with a total amount of no more than 230 million yuan, and the term of the comprehensive credit line is three years.
The comprehensive credit line can be jointly used by Xiamen Anne Co.Ltd(002235) and its subsidiaries Xiamen Annie Business Information Paper Co., Ltd. (hereinafter referred to as Annie commercial paper), Xiamen Annie Enterprise Co., Ltd. (hereinafter referred to as Annie enterprise) and Shanghai Super Labeling System Co., Ltd. (hereinafter referred to as Shanghai Super). Including: Xiamen Anne Co.Ltd(002235) the available comprehensive credit line shall not exceed 70 million yuan; The available credit line of Annie commercial paper shall not exceed 50 million yuan; The available credit line of Annie enterprise shall not exceed 50 million yuan; The available credit line of Shanghai Super is no more than 70 million yuan. When the comprehensive credit line is used by the subsidiary, Xiamen Anne Co.Ltd(002235) provides joint and several liability guarantee.
2. Apply to Industrial Bank Co.Ltd(601166) Xiamen Branch for comprehensive credit with a total amount of no more than 50 million yuan. The comprehensive credit can be jointly used by Xiamen Anne Co.Ltd(002235) , Annie enterprise and Annie commercial paper. Among them: Xiamen Anne Co.Ltd(002235) the usable amount shall not exceed 20 million yuan, the usable amount of Annie enterprise shall not exceed 30 million yuan, and the usable amount of Annie commercial paper shall not exceed 30 million yuan.
When Annie enterprise and Annie commercial paper use the comprehensive credit line of risk exposure, Xiamen Anne Co.Ltd(002235) shall provide joint and several liability guarantee.
3. Apply to China Citic Bank Corporation Limited(601998) Xiamen Branch for comprehensive credit with a total amount of no more than 60 million yuan; The comprehensive credit can be jointly used by Xiamen Anne Co.Ltd(002235) and its subsidiaries Annie enterprise and Annie commercial paper. Among them, Xiamen Anne Co.Ltd(002235) can be used no more than 40 million yuan, Annie enterprise can be used no more than 10 million yuan, and Annie commercial paper can be used no more than 10 million yuan.
When the comprehensive credit line is used by the subsidiary, Xiamen Anne Co.Ltd(002235) provides joint and several liability guarantee.
4. Apply to Xiamen Branch of Shanghai Pudong Development Bank for comprehensive credit with a total amount of no more than 40 million yuan. The comprehensive credit can be jointly used by Annie enterprise and Annie commercial paper. Among them, the available credit line of Annie commercial paper is no more than 20 million yuan, and the available credit line of Annie enterprise is no more than 20 million yuan.
The comprehensive credit is guaranteed jointly and severally by Xiamen Anne Co.Ltd(002235) .
5. Annie enterprise applied to China Merchants Bank Co.Ltd(600036) Xiamen Branch for a comprehensive credit with a total amount of no more than 30 million yuan. The comprehensive credit was guaranteed by Xiamen Anne Co.Ltd(002235) with joint and several liability.
6. Annie enterprise applies to Bank Of Communications Co.Ltd(601328) Xiamen Branch for a comprehensive credit with a total amount of no more than 50 million yuan. The comprehensive credit is guaranteed by Xiamen Anne Co.Ltd(002235) with joint and several liability.
7. In order to handle the above comprehensive credit application, the board of directors of the company is requested to give the following authorization:
(1) The credit line can be used for loans, issuing bank acceptance bills, letters of credit, issuing letter of guarantee, applying for bill discount, China factoring, trade financing and other businesses. The interest, expenses, term, interest rate and other conditions related to the above debts shall be handled through specific negotiation between the company and the lending bank.
(2) . with the consent of the lending bank, the above quota can be adjusted by the subsidiary authorized by the company within the quota. (3) Authorize Mr. Zhang Jie to handle the above credit business on behalf of the company, and sign relevant credit contracts (agreements), guarantee contracts, letters of commitment and all documents related to the above business. The legal consequences and legal liabilities arising therefrom shall be borne by the company. When necessary, Mr. Zhang Jie has the right to entrust others to perform his duties. The behavior of the trustee is regarded as the behavior of the authorized representative of the board of directors, and the legal consequences and legal liabilities shall also be borne by the company. The above credit line and credit term shall be subject to the actual signing of the bank.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. The proposal on providing guarantee for subsidiaries to apply for bank credit was deliberated and adopted. Voting results:
7 in favor, 0 abstention and 0 against.
Xiamen Anne Co.Ltd(002235) it is proposed to provide a guarantee with a total amount of no more than RMB 370 million for subsidiaries to apply for comprehensive credit from relevant banks, as follows:
1. Provide joint and several liability guarantee of no more than RMB 180 million for the comprehensive credit applied by the subsidiary to Xiamen Bank Co.Ltd(601187) . Including: providing guarantee of no more than 52.5 million yuan for the credit line applied by Annie commercial paper; Provide a guarantee of no more than 52.5 million yuan for the credit line applied by Annie enterprise; Provide a guarantee of no more than 75 million yuan for the credit line applied by Shanghai super.
2. Provide joint and several liability guarantee of no more than 50 million yuan for the comprehensive credit applied by the subsidiary to Industrial Bank Co.Ltd(601166) Xiamen Branch. Including: providing no more than 30 million yuan guarantee for the credit line applied by Annie enterprise and no more than 30 million yuan guarantee for the credit line applied by Annie commercial paper.
3. Provide joint and several liability guarantee of no more than 20 million yuan for the comprehensive credit applied by the subsidiary to China Citic Bank Corporation Limited(601998) Xiamen Branch. Including: providing no more than 10 million yuan guarantee for the credit line applied by Annie enterprise and no more than 10 million yuan guarantee for the credit line applied by Annie commercial paper.
4. Provide joint and several liability guarantee of no more than 40 million yuan for the comprehensive credit applied by the subsidiary to Xiamen Branch of Shanghai Pudong Development Bank. Including: providing no more than 20 million yuan guarantee for the credit line applied by Annie enterprise and no more than 20 million yuan guarantee for the credit line applied by Annie commercial paper.
5. Provide joint and several liability guarantee of no more than 50 million yuan for the comprehensive credit applied by subsidiary Annie enterprise to Bank Of Communications Co.Ltd(601328) Xiamen Branch.
6. Provide joint and several liability guarantee of no more than 30 million yuan for the comprehensive credit applied by subsidiary Annie enterprise to China Merchants Bank Co.Ltd(600036) Xiamen Branch.
Since the above guarantee objects are all wholly-owned / holding subsidiaries of the company, it is agreed to exempt the above guarantee objects from the obligation of providing counter guarantee for the above guarantee.
The independent directors of the company have expressed independent opinions on this matter. For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Independent opinions of Xiamen Anne Co.Ltd(002235) independent directors on relevant matters of the 19th meeting of the Fifth Board of directors.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. The proposal on convening the first extraordinary general meeting of shareholders of the company in 2022 was deliberated and adopted. The voting results: 7 in favor, 0 abstention and 0 against.
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 at 14:30 on February 11, 2022 in the first meeting room of the company, No. 99, Jinyuan South Road, Xinglin, Jimei District, Xiamen.
It is hereby announced!
Xiamen Anne Co.Ltd(002235) board of directors January 26, 2022
