Securities code: 002352 securities abbreviation: S.F.Holding Co.Ltd(002352) Announcement No.: 2022-007 S.F.Holding Co.Ltd(002352)
Announcement of resolutions of the 21st 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.
The 21st Meeting of the 5th board of directors of S.F.Holding Co.Ltd(002352) (hereinafter referred to as “the company”) was notified by email on January 21, 2022 and held by means of communication voting in the company’s conference room on January 26, 2022. 12 directors should participate in this meeting, and 12 actually participated. The meeting was presided over by Mr. Wang Wei, chairman of the board of directors. The convening and convening of the meeting of the board of directors met the provisions of relevant national laws, regulations and the articles of association. After full discussion and deliberation, the meeting formed the following resolutions:
1、 The meeting deliberated and adopted the proposal on the estimation of daily connected transaction quota in 2022 by 10 votes in favor, 0 against and 0 abstention
According to the needs of the company’s production and operation, the company has estimated the daily related party transactions in 2022, and the total transactions with related parties in 2022 are expected to be RMB 4460 million.
For details, please refer to securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement on the forecast of daily connected transaction quota in 2022 (Announcement No.: 2022-009) disclosed on the.
Wang Wei and Zhang Yichen, the related directors of this proposal, have avoided voting.
The independent directors expressed their prior approval opinions and independent opinions on this matter. For details, see the company’s website on cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement disclosed on.
This proposal shall be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
2、 The meeting deliberated and adopted the proposal on the prediction of guarantee amount provided by subsidiaries to subsidiaries by 12 votes in favor, 0 against and 0 abstention
In order to meet the capital needs of the daily operation and business development of the subsidiaries of the company’s holding subsidiary Kerry Logistics Network Co., Ltd. (hereinafter referred to as “Kerry Logistics”), Kerry Logistics (including its holding subsidiaries) plans to provide external guarantees for its subsidiaries when they apply for bank credit and daily operation needs, with a maximum guarantee amount of RMB 17.8 billion. Kerry Logistics (including its holding subsidiaries) follows the principle of prudent operation and has a clear authorization system and system process support when carrying out credit and external guarantee. The validity period of this external guarantee limit is from January 7, 2022 to April 30, 2022. The subject of this guarantee is the legal person within the scope of the company’s consolidated statements. This guarantee has fulfilled the internal resolution procedures of the subsidiary. The company was posted on cninfo.com on the evening of January 7, 2022（ http://www.cn.info.com.cn. ）The announcement on the prediction of guarantee amount provided by subsidiaries to subsidiaries (Announcement No.: 2022-004) was disclosed on the.
In view of the Shenzhen Stock Exchange’s issuance of the Shenzhen Stock Exchange’s Stock Listing Rules (revised in 2022) and the Shenzhen Stock Exchange’s self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board on the evening of January 7, 2022, the board of directors submitted the guarantee to the general meeting of shareholders for deliberation.
Independent directors expressed independent opinions on this matter. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement disclosed on.
This proposal shall be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
3、 The meeting deliberated and adopted the proposal on canceling the company’s repurchase of shares in special securities account with 12 affirmative votes, 0 negative votes and 0 abstention
In accordance with the company law, the securities law, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – repurchase of shares and other relevant laws and regulations, as well as the provisions of the articles of association, the company plans to cancel 11010729 shares in the special securities account for repurchase.
For details, please refer to securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement on cancellation of shares in the company’s repurchase special securities account (Announcement No.: 2022-010) disclosed on the.
Independent directors expressed independent opinions on this matter. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement disclosed on.
This proposal shall be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
4、 The meeting deliberated and adopted the proposal on changing the registered capital and amending the articles of association with 12 affirmative votes, 0 negative votes and 0 abstention votes
If the proposal on the cancellation of the company’s repurchase of shares in the special securities account is deliberated and approved by the general meeting of shareholders of the company, the cancellation of the company’s repurchase of shares in the special securities account will reduce the registered capital of the company by 11010729 yuan. Therefore, it is necessary to amend the corresponding provisions in the articles of association and submit it to the general meeting of shareholders to authorize the management to handle the industrial and commercial change registration. The specific amendments to the articles of association are as follows:
Original articles of association and revised articles of Association
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 4906213102. 4895.22373 million yuan.
Article 17 the total number of shares of the company is Article 17 the total number of shares of the company is 4906213102 shares, all of which are ordinary shares. 4895202373 shares, all ordinary shares.
Other contents of the articles of association remain unchanged except for the amendment of the above provisions. For details of the revised articles of association, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement disclosed on.
This proposal shall be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
5、 The meeting deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022 with 12 affirmative votes, 0 negative votes and 0 abstention
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on February 11, 2022. The shareholders’ meeting was held by combining on-site voting and online voting. For details, please refer to the company’s securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo on the same day（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-011) disclosed on the.
It is hereby announced.
S.F.Holding Co.Ltd(002352) board of directors
January 27, 2002
