Stock Code: 002 105 securities referred to: Nobutaka Industry Announcement Number: 2016-012
HL CORP(SHENZHEN) , Ltd.
Fourth Board of fifteenth Earnings Release
The Company and all members of the Board of Directors to ensure the information disclosed is true, accurate and complete, not false, misleading statements or material omissions.
First, the case of Board Meeting
HL CORP(SHENZHEN) , Ltd. (hereinafter referred to as the "Company") inform the 15th Meeting of the Fourth Board of April 2, 2016 by fax and e-mail issue, the meeting was April 13, 2016 in the company Song Gang factory new office building, Building a, VTC studio site, the meeting by the chairman Mr. Liao Xuejin chaired the meeting should go to director 11 actually attended the directors 10. In addition, Mr. Liao lake due to travel Attorney Mr. Liaoxue Sen attended and vote. The meeting, in line with "Company Law of People's Republic of China" and other laws, administrative regulations, departmental rules and regulations, regulatory documents and the company "Articles of Association". The supervisors and senior management attended the meeting. The meeting examined and adopted the following resolution:
Second, the deliberations of the Board of Directors Meeting
1, consider the " HL CORP(SHENZHEN) , Ltd. 2015 Annual Report of the general manager," the motion
11 votes in favor, 0 votes abstained and 0 votes against.
Resolution: all directors unanimously adopted the " HL CORP(SHENZHEN) , Ltd. 2015 Annual Report of the general manager," the motion.
2, consider the " HL CORP(SHENZHEN) , Ltd. 2015 Annual Report of the Board of Directors' motion
"Independent directors debriefing report 2015 annual report to the Board."
11 votes in favor, 0 votes abstained and 0 votes against.
Resolution: all directors unanimously adopted the " HL CORP(SHENZHEN) , Ltd. 2015 Annual Report of the Board of Directors' motion that the report be submitted to the work of the shareholders' meeting, the shareholders' meeting until further notice, see the full text of the Board Report of the Company," 2015 Annual Report " Section IV, "management's discussion and analysis."
Ms. Liang Xia independent directors, Mr. Gan Yongming, Chen road, Ms. Wei Tianhui respectively, to the Board of Directors announced the "2015 Annual Work Report of Independent Directors." And debriefing of all independent directors in the company 2015 annual shareholders meeting. Content debriefing report was published on the same day of the announcement of the designated disclosure media giant tidal network http://www.cninfo.com.cn.
3, consider the " HL CORP(SHENZHEN) , Ltd. 2015 Annual Financial Report," the motion
11 votes in favor, 0 votes abstained and 0 votes against.
Resolution: all directors unanimously adopted the " HL CORP(SHENZHEN) , Ltd. 2015 Annual Financial Report," the motion.
During the reporting period, consolidated revenues of 135,890.11 yuan, compared with 2014 159,684.84 yuan, down 14.90%, attributable to shareholders of listed companies consolidated net profit -5,483.14 million, compared with 5.1916 million yuan in 2014, down 1,156.16 %. Mainly income decreased during the reporting period and the Longhua plant relocation to pay employees a one-time compensation due to the main business and its structure, main business profitability has not changed significantly, the company's main business market, the main business cost structure did not occur significant changes. During the reporting period, compared with year-end 2014 total assets decreased 16,061.74 yuan, down 10.90 percent, end of period Weighted average return on net assets was -11.22%, net assets per share was 1.23 yuan.
This proposal is subject to shareholders' consideration of the Conference.
4, to consider "the next three years (2015-2017) shareholder return plan," the motion
11 votes in favor, 0 votes abstained and 0 votes against.
Resolution: all directors unanimously adopted, "the next three years (2015-2017) shareholder return plan," the motion.
To conscientiously implement the China Securities Regulatory Commission, "on the further implementation of the listed company's cash dividend related matters," the spirit and to maintain continuity of the company's profit distribution policy, stability, improve the dividend distribution decision-making process and mechanism, clear and reasonable distribution of profits programs, standardize the behavior of the distribution of profits, positive return to shareholders, especially public investors, enhancing the transparency of the company's cash dividend, to facilitate the formation of a steady investor's expected return, and guide investors to establish long-term investment philosophy and rational investment, the board agreed to develop the company "the next three years (2015-2017) plan returns to shareholders," the company "the next three years (2015-2017) plan returns to shareholders," the full text of the information specified in the company will be published on the same day with the announcement of this disclosure media giant tidal network http: / /www.cninfo.com.cn.
Independent directors issued a separate opinion agreed, as detailed in this announcement the same day the company published in the designated disclosure media giant tidal network (http://www.cninfo.com.cn) on "independent directors on the 2015 Annual Report independent opinions "related matters.
This proposal is subject to shareholders' consideration of the Conference.
5, consider the " HL CORP(SHENZHEN) , Ltd. 2015 profit distribution and reserve capitalization plan," the motion
11 votes in favor, 0 votes abstained and 0 votes against.
Resolution: all directors unanimously adopted the " HL CORP(SHENZHEN) , Ltd. 2015 Annual Profit Distribution Plan," the motion.
According to Ruihua Ruihua Certified Public Accountants issued Shen Zi [2016] No. 48,020,003, "the audit report" confirmed that, as of December 31, 2015, HL CORP(SHENZHEN) , Ltd. (hereinafter referred to as the "Company") 2015 year attributable to the parent net profit for the company owners -54,831,393.87 yuan, plus undistributed profits 46,511,961.71 yuan in 2014, minus the 2014 annual report of cash dividends allocated 16,750,000.00 yuan, the year 2015 can be used for distribution to shareholders profit -25,069,432.16 yuan.
According to the business situation, the company prepared 2015 annual profit distribution plan of neither profit distribution nor capitalization of other forms of distribution and capital reserve retained earnings carried forward to the next year.
Independent directors issued a separate opinion agreed, as detailed in this announcement the same day the company published in the designated disclosure media giant tidal network (http://www.cninfo.com.cn) on "independent directors on the 2015 Annual Report independent opinions "related matters.
The plan is subject to the approval of 2015 annual shareholders' meeting.
The company nearly three years of cash dividends Unit: yuan
Annual Dividend
Amount of cash dividends (tax included)
Bonus year consolidated net profit attributable to shareholders of listed companies
Consolidated statements attributable to shareholders of listed companies net profit ratio (%)
Annual distributable profits
2015
0
-54,831,393.87
0%
-25,069,432.16
Year 2014
16,750,000.00
5,191,568.33
322.64%
46,511,961.71
year 2013
5,360,000.00
4,222,324.72
126.94%
49,831,003.19
The last three years the cumulative amount of cash dividends recent annual average net profit (%)
-146.05%
6, consider "on the renewal Ruihua Certified Public Accountants (special general partner) for the company's 2016 annual audit agency," the motion
11 votes in favor, 0 votes abstained and 0 votes against.
Resolution: all directors unanimously adopted "Ruihua on the reappointment of Certified Public Accountants (special general partner) for the company's 2016 annual audit agency," the motion. All the directors agreed to re-appoint Ruihua Certified Public Accountants (special general partner) for the company's subsidiary and the company's 2016 annual audit institutions and advisory bodies related business.
According to the Articles of Association and relevant regulations, the Board of Directors Audit Committee "Ruihua Certified Public Accountants (special general partnership) in the 2015 annual audit of the Company's summary report" and submit "to the 2016 annual reappointment or change accounting firm resolution" that : Ruihua Certified Public accountants (special general partnership) for the securities qualified accounting firms, listed companies qualified my audit of the annual financial report. Ruihua accounting firm engaged in during my company's work can be examined in accordance with national policies, regulations, hardworking, pragmatic and on schedule to complete the shelf-life of the audit, internal control and review the situation and played a supervisory role of intermediaries , the audit report was fair and reasonable, in order to maintain the continuity of the company's audit, the audit Committee and four independent directors proposed reappointment Ruihua Certified Public accountants (special general partner) for the company's subsidiary and the company's 2016 annual audit institutions and advice related business.
Independent directors prior approval of this motion and issued a separate opinion agreed, as detailed in this announcement the same day the company published in the designated disclosure media giant tidal network (http://www.cninfo.com.cn) on "independent directors on the 2015 Annual Report related matters prior approval", "independent opinions of independent directors on the 2015 Annual Report related matters."
The proposal shall be submitted to the shareholders' meeting.
7, consider the motion "on the 2015 Annual Internal Control Self Evaluation Report"
11 votes in favor, 0 votes abstained and 0 votes against.
Resolution: all directors unanimously approved "on the 2015 annual internal control self-assessment report."
Company in accordance with the principle of "Enterprise Internal Control Evaluation Guidelines" in the internal control routine supervision and special supervision on the basis of the effectiveness of internal control of the company in 2015 were self-evaluation, the company issued the "2015 Annual Internal Control Self Evaluation Report" .
Independent directors issued a separate opinion agreed, as detailed in this announcement the same day the company published in the designated disclosure media giant tidal network (http://www.cninfo.com.cn) on "independent directors on the 2015 Annual Report independent opinions "related matters.
The company "2015 Annual Internal Control Self Evaluation Report" and the same day of the announcement published on designated information disclosure media giant tidal network http://www.cninfo.com.cn.
8, consider "on the 2016 annual routine related party transactions," the motion
6 votes in favor, 0 votes abstained and 0 votes against.
Resolution: As a matter counterparty Directors Association Director Liao Jin, Liao Lake Liaoxue Sen, Liao Beijun, after Jiang Shaogang five voting can avoid the six non-associated directors and has reached half of all the directors. Six non-associated directors voted unanimously adopted the "on the 2016 annual routine related party transactions," the motion.
Independent directors prior approval of this motion and issued a separate opinion agreed, as detailed in this announcement the same day the company published in the designated disclosure media giant tidal network (http://www.cninfo.com.cn) on "independent directors on the 2015 Annual Report related matters prior approval", "independent opinions of independent directors on the 2015 Annual Report related matters."
"2016 annual routine related party transactions" and this announcement will be published on the same day designated disclosure media, "Securities Times", the huge influx of information network http://www.cninfo.com.cn.
The proposal shall be submitted to the shareholders' meeting.
9, consider "Company of the Year 2015 directors, senior management remuneration," the motion
11 votes in favor, 0 votes abstained and 0 votes against
Resolution: all directors unanimously adopted the "2015 Year of directors, senior management remuneration," the motion.
Independent directors issued a separate opinion agreed, as detailed in this announcement the same day the company published in the designated disclosure media giant tidal network (http://www.cninfo.com.cn) on "independent directors on the 2015 Annual Report independent opinions "related matters.
2015 annual company directors, senior management remuneration will be "2015 Annual Report" to disclose.
The proposal shall be submitted to the shareholders' meeting.
10, for consideration, "the company 2015 annual report and its summary," the motion
11 votes in favor, 0 votes abstained and 0 votes against
Resolution: all directors unanimously adopted, "the company 2015 annual report and its summary."
Independent directors issued a separate opinion agreed, as detailed in this announcement the same day the company published in the designated disclosure media giant tidal network (http://www.cninfo.com.cn) on "independent directors on the 2015 Annual Report independent opinions "related matters.
2015 annual report and its summary shall be submitted to the general meeting. "2015 Annual Report" the full text of this announcement on the same day published on designated disclosure media giant tidal network, "2015 Annual Report" Summary will be published in the company's designated media for information disclosure, "Securities Times" and the huge influx of information network http : //www.cninfo.com.cn.
11 considered "on the provision for asset impairment," the motion
11 votes in favor, 0 votes abstained and 0 votes against
Resolution: After participating directors voted unanimously adopted the motion.
"Announcement on Assets Devaluation" with the same date of this announcement, published in the designated media for information disclosure, "Securities Times", the huge influx of information network http://www.cninfo.com.cn.
12 to consider the motion "on the HL CORP(SHENZHEN) , Ltd. intends to apply for 2016 year bank line of credit," the
11 votes in favor, 0 votes abstained and 0 votes against.
Resolution: After participating directors voted unanimously adopted the motion.
All directors approved the company's business development needs should ensure that the company's funding needs, the company intends in 2016 based on the company's business development plan, these banks to apply for aggregate gross amount of RMB Siqian store one hundred million five hundred million line of credit and for a variety of individual credit business under the credit line term, specific plans are as follows:
1, the company and the Bank of China Shenzhen Longhua Branch signed a "line of credit agreement" does not exceed the maximum amount Baqian RMB yuan a whole, and for short-term loans in renminbi credit business under the Master Agreement, to open a bank acceptance bills, credit card financing, wealth management and financing business (including, but not limited to, entrusted loans, trust debt, accounts receivable financing, etc.) and other individual credit business.
2. The Company and HSBC Bank (China) Co., Ltd. Shenzhen Branch signed a "letter granted bank" does not exceed the maximum amount of RMB Siqian five hundred million in the bank granted for a variety of items under a letter of credit business individual RMB loans, import loans.
3, the company and the Bank of Communications Co., Ltd. Shenzhen Branch Songgang signed a "liquidity loan contract ceiling" RMB30 million, and under the ceiling loan contract Renminbi working capital loans and other individual credit business.
4, the company and the Industrial and Commercial Bank of China Limited Fuyong in Shenzhen Branch signed a "total credit contract" Baqian RMB yuan, and the ceiling in the loan contract Renminbi working capital loans and other individual credit business.
5, the company and the China Merchants Bank Co., Ltd. Shenzhen Branch Songgang signed a "credit agreement" RMB30 million and circulating in the loan contract Renminbi working capital loans and other individual credit business.
6, the company Agricultural Bank of China branch in Shenzhen Longhua apply no more than one billion yuan credit line of integrated whole, and apply for loans under the credit line item, open a bank acceptance bills, deposit waiver issuing import charge exchange, export bills, bank guarantees and other single financing business.
7, the company and the Shenzhen Branch of Guangdong Development Bank Co., Ltd. signed a "line of credit contract" Wu Qian million RMB, and Renminbi working capital loans under the credit line contract, open a bank acceptances, letters of credit and other domestic opening species individual credit business.
8, the company and CITIC Bank, Shenzhen Longhua Branch signed a "comprehensive credit contract" RMB30 million, and handled under the credit line item includes working capital loans (credit can be used for purchase of raw materials, payment of wages and the return of his line of credit and other daily turnover demand), open a bank acceptances, domestic letters of credit, forward foreign exchange deposits and trade financing, trade financing facilities include but are not limited to import letters of credit, export bill purchase amount and the like.
It is from the date of signing the contract amount during the above credit contract is valid for one year.
All directors and agreed to authorize the Chairman Mr. Liao Xuejin on behalf of the company and the banks signed contracts and documents related to the specific contract and credit under the credit contract a variety of individual credit business.
The motion must be approved by the shareholders after implementation.
Third, the reference file
1. signed by Board of Directors meeting and stamped with the seal of the resolution of the Board;
2. Other documents required by the Shenzhen Stock Exchange.
Special announcement.
HL CORP(SHENZHEN) , Ltd. Board of Directors
April 15, 2016