Securities code: 000993 securities abbreviation: Fujian Mindong Electric Power Limited Company(000993) Announcement No.: 2022 dong-01 Fujian Mindong Electric Power Limited Company(000993)
Announcement of resolutions of the 40th extraordinary meeting of the 7th board of directors
The company and all members of its board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Meetings of the board of directors
1. Time and method of giving notice of the meeting of the board of directors.
The notice of this meeting will be sent by telephone, e-mail and fax on January 21, 2022.
2. Time, place and method of convening the board meeting.
Fujian Mindong Electric Power Limited Company(000993) (hereinafter referred to as "the company") the 40th interim meeting of the seventh board of directors was held on January 26, 2022 in the company conference room on the third floor of Building 1, Dongsheng Taili Park, No. 68, Jiaocheng South Road, Jiaocheng District, Ningde City.
3. Attendance of directors
There are 9 directors who should attend the meeting and 8 directors who actually attended the meeting. The list is as follows: Guo Jiaxiang, Xu Guangting, Ye Hong, Chen Lifang, Huang Shan, Hu Jianhua, Liu Ning and Zheng Shouguang. Mr. Wang Fangkun, the director, was away on business and entrusted Mr. Guo Jiaxiang, the director, to vote on his behalf
4. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
1. Deliberating the proposal on nominating candidates for directors of the eighth board of directors of the company;
Since the term of office of the seventh board of directors of the company is about to expire, in accordance with the provisions of the company law, the articles of association and relevant laws and regulations, in order to successfully complete the general election of the board of directors, according to the recommendation of the company's shareholder Ningde state owned assets investment and Operation Co., Ltd. and the qualification examination of the recommended candidates by the company's nomination committee, The board of directors agreed to nominate Mr. Guo Jiaxiang, Mr. Xu Guangting, Mr. Ye Hong, Ms. Chen Lifang, Mr. Chen Qiang and Mr. Wang Hui as candidates for directors of the eighth board of directors of the company. The voting results of the board of directors on the nominees are as follows:
1. Nominate Mr. Guo Jiaxiang as the candidate of the 8th board of directors of the company.
Voting: 9 in favor, 0 against and 0 abstention.
2. Nominate Mr. Xu Guangting as the candidate of the 8th board of directors of the company.
Voting: 9 in favor, 0 against and 0 abstention.
3. Nominate Mr. Ye Hong as the candidate of the 8th board of directors of the company.
Voting: 9 in favor, 0 against and 0 abstention.
4. Nominate Ms. Chen Lifang as the candidate for the 8th board of directors of the company.
Voting: 9 in favor, 0 against and 0 abstention.
5. Nominate Mr. Chen Qiang as the candidate for the 8th board of directors of the company.
Voting: 9 in favor, 0 against and 0 abstention.
6. Nominate Mr. Wang Hui as the candidate for the 8th board of directors of the company.
Voting: 9 in favor, 0 against and 0 abstention.
Voting result: the above proposal was passed.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and election by cumulative voting.
Independent opinion: the nomination, voting and other procedures of the candidates for directors of the eighth board of directors of the company comply with the provisions of relevant laws and regulations, the company law, the articles of association and other laws and regulations on job qualifications, which plays a positive role in the development of the company. Agree that the board of directors nominate Mr. Guo Jiaxiang, Mr. Xu Guangting, Mr. Ye Hong, Ms. Chen Lifang, Mr. Chen Qiang and Mr. Wang Hui as candidates for directors of the eighth board of directors of the company, and agree to submit the above proposal to the general meeting of shareholders for deliberation and election by cumulative voting.
2. Considering the proposal on nominating candidates for independent directors of the eighth board of directors of the company, considering that the term of office of the seventh board of directors of the company is about to expire, in accordance with the provisions of the company law, the articles of association and relevant laws and regulations, in order to successfully complete the general election of the board of directors, according to the recommendation of Ningde state owned assets investment and Management Co., Ltd., the controlling shareholder of the company, After the qualification examination of the recommended candidates by the nomination committee of the company, the board of directors agreed to nominate Mr. Liu Ning, Mr. Zheng Shouguang and Mr. Wen buying as independent director candidates for the eighth board of directors of the company. The voting results of the board of directors on the nominees are as follows:
1. Nominate Mr. Liu Ning as the candidate for independent director of the 8th board of directors of the company.
Voting: 9 in favor, 0 against and 0 abstention.
2. Nominate Mr. Zheng Shouguang as the candidate for independent director of the eighth board of directors of the company.
Voting: 9 in favor, 0 against and 0 abstention.
3. Nominate Mr. Wen buying as the candidate for independent director of the 8th board of directors of the company.
Voting: 9 in favor, 0 against and 0 abstention.
Voting result: the above proposal was passed.
Candidates for independent directors can only be submitted to the general meeting of shareholders of the company for deliberation after Shenzhen Stock Exchange has no objection to their qualification and independence, and shall be elected by cumulative voting.
Independent opinion: the nomination, voting and other procedures of independent director candidates of the eighth board of directors of the company comply with the provisions of relevant laws and regulations, the company law, the articles of association and other laws and regulations on job qualifications, which plays a positive role in the development of the company. It is agreed that the board of directors shall nominate Mr. Liu Ning, Mr. Zheng Shouguang and Mr. Wen buying as candidates for independent directors of the eighth board of directors of the company, and agree to submit the above proposal to the general meeting of shareholders for deliberation and election by cumulative voting.
3. Deliberating the proposal on rebuilding the production management information system;
The production management information system currently used by the company cannot meet the current management needs of the company for production and operation. Therefore, the board of directors agreed that the company should rebuild the production management information system, control the total construction cost of the production management information system within 7.03 million yuan, and authorize the management of the company to handle relevant matters of the project in accordance with laws and regulations.
Voting: 9 in favor, 0 against and 0 abstention;
Voting result: the proposal was passed.
4. Review the proposal on scrapping of shafting components of #2 fan generator of aerospace Minjian new energy (Xiapu) Co., Ltd;
According to the preliminary market research information and the evaluation statement of the project construction unit Dongfang Electric Corporation Limited(600875) Wind Power Co., Ltd., the shafting components of #2 wind turbines taken off the shelves of aerospace Minjian new energy (Xiapu) Co., Ltd. (hereinafter referred to as "Minjian Xiapu company") do not have the technical feasibility of maintenance and the value of remaining production and utilization, The board of directors agreed to scrap the generator shafting components replaced by Minjian Xiapu #2 fan.
The original value of #2 wind turbine generator shafting components to be scrapped this time is 1101934 yuan, and the net value as of December 2021 is 794433 yuan. Considering the income tax, it is expected to reduce the net profit attributable to the owner of the parent company by 476660 yuan in 2021.
Voting: 9 in favor, 0 against and 0 abstention;
Voting result: the proposal was passed.
5. Review the proposal on the provision for asset impairment;
In accordance with the provisions and requirements of the accounting standards for business enterprises, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, the financial department has analyzed the assets within the scope of the consolidated statements in order to truly and accurately reflect the company's financial status, asset value and business situation in 2021, According to the analysis and evaluation results, the provision for impairment of shaft system components of 9 turbines of Minjian Xiapu company is 8.3437 million yuan. After considering the impact of income tax, the net profit attributable to the owner of the parent company in 2021 will be reduced by 5.063 million yuan.
The board of Directors believes that the provision for asset impairment of the company this time complies with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company, and the basis for the provision for asset impairment is sufficient and in line with the actual situation of the company. The provision for asset impairment this time fully and fairly reflects the asset status of the company. Therefore, the board of directors agreed to withdraw the provision for asset impairment this time.
Voting: 9 in favor, 0 against and 0 abstention;
Voting result: the proposal was passed.
Independent opinion: the company's provision for asset impairment this time complies with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company. The basis for the provision for asset impairment is sufficient and in line with the actual situation of the company. The provision for asset impairment this time fully and fairly reflects the asset status of the company. Therefore, the board of directors agreed to withdraw the provision for asset impairment this time.
6. Deliberating the proposal on using idle self owned funds for cash management;
In order to maximize the use efficiency of funds and further improve the overall income of the company. The board of directors agrees that the company shall use idle self owned funds of no more than RMB 300 million for cash management for the purchase of structured deposits or principal guaranteed financial products. The authorization period shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. Within the validity period of the quota and resolution, the cash management business can be carried out in a circular and rolling manner, and the funds can be used in a rolling manner. The proposal on the use of idle self owned funds for cash management deliberated and adopted at the 34th interim meeting of the original seventh board of directors was suspended.
Voting: 9 in favor, 0 against and 0 abstention;
Voting result: the proposal was passed.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Independent opinion: the deliberation procedure of the company's proposal on using idle self owned funds for cash management complies with relevant laws and regulations and the relevant provisions of the articles of association. Under the condition of ensuring normal operation, the company uses idle funds for cash management, which will not affect the normal development of the company's main business. At the same time, it can improve the use efficiency of funds, obtain certain investment income and obtain more investment returns for the company and shareholders. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. To sum up, we agree that the company uses idle self owned funds for cash management.
7. Deliberating the proposal on applying for comprehensive credit line from Postal Savings Bank Of China Co.Ltd(601658) Ningde branch;
In order to ensure the needs of the company's production and operation funds, the board of directors agreed that the company applied to Postal Savings Bank Of China Co.Ltd(601658) Ningde branch for a comprehensive credit line of RMB 100 million. The credit type was working capital loan, and the credit term was one year. The guarantee method was to provide joint and several liability guarantee for Xiapu fuyingdao Wind Power Co., Ltd, And authorize the chairman to determine the loan interest rate and sign all legal documents within the above credit line on behalf of the company (including but not limited to contracts, agreements, vouchers, etc.).
Voting: 9 in favor, 0 against and 0 abstention;
Voting result: the proposal was passed.
8. Deliberating the proposal on donating assistance funds to Xinan village, Huotong Town, Jiaocheng District; In order to support rural revitalization and actively fulfill the social responsibilities of listed companies, the board of directors agreed that the company would donate 300000 yuan to Xinan village, Huotong Town, Jiaocheng District in accordance with the specified process to support the construction of livelihood, culture and tourism infrastructure projects in the village.
Voting: 9 in favor, 0 against and 0 abstention;
Voting result: the proposal was passed.
9. Review the proposal on the notice of convening the first extraordinary general meeting of shareholders in 2022; Voting: 9 in favor, 0 against and 0 abstention;
Voting result: the proposal was passed.
It is hereby announced.
Fujian Mindong Electric Power Limited Company(000993) board of directors January 26, 2022
Annex 1: resume of candidates for the 8th board of directors
Guo Jiaxiang, male, Han nationality, Fujian Fuan, CPC member, born in July 1963, bachelor degree. He once served as the Secretary of zhayang Township Party committee of Zherong County, the director of Zherong County Finance Bureau, the vice chairman of Zherong County CPPCC, and the Deputy Secretary of the Party committee and general manager of Ningde state owned assets investment and Management Co., Ltd. He is currently the Secretary of the Party committee, director, chairman and legal representative of Fujian Mindong Electric Power Limited Company(000993) . It does not hold shares of the company and has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the shares of the company; There are no circumstances that may not be nominated as directors and supervisors, have not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, have not been filed for investigation by judicial organs for suspected crimes or filed for inspection by the CSRC for suspected violations of laws and regulations, are not dishonest Executees, and their qualifications comply with relevant laws, regulations Relevant provisions of Shenzhen Stock Exchange and the articles of association. Xu Guangting, male, Han nationality, from Gutian, Fujian Province, CPC member, born in March 1977, Bachelor of engineering and management. He once served as deputy section chief and section chief of the cultural industry section of Ningde culture, radio, television, press and Publication Bureau, director of the administrative committee of Fujian Dongqiao Economic Development Zone, director of the Investment Promotion Bureau of Dongqiao economic and Technological Development Zone, Fujian Mindong Electric Power Limited Company(000993) member of the Party committee and Deputy general manager, and now he is the deputy secretary and general manager of the Party committee of Fujian Mindong Electric Power Limited Company(000993) . It does not hold shares of the company and has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the shares of the company; There are no circumstances that may not be nominated as directors and supervisors, have not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, have not been filed for investigation by judicial organs for suspected crimes or filed for inspection by the CSRC for suspected violations of laws and regulations, are not dishonest Executees, and their qualifications comply with relevant laws, regulations Relevant provisions of Shenzhen Stock Exchange and the articles of association.
Ye Hong, male, born in January 1970, bachelor degree, senior accountant. He once served as the accountant of the accounting appointment center of Ningde City, Fujian Province, vice chairman of the labor union, manager of the finance department, assistant to the general manager and Fujian Mindong Electric Power Limited Company(000993) chief financial officer of Ningde state owned assets investment and Operation Co., Ltd. He is currently Fujian Mindong Electric Power Limited Company(000993) director and Secretary of the board of directors, concurrently serving as director and vice chairman of Xiapu Mindong offshore wind power Co., Ltd. and director of Ningde mintou offshore wind power Co., Ltd. There are no circumstances in which they may not be nominated as directors or senior managers. He has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange. It has not been filed for investigation by judicial organs for suspected crimes or checked by China Securities Regulatory Commission for suspected violations of laws and regulations. With shareholders, actual controllers and companies holding more than 5% of the company's shares
