Stock Code: 002 105 securities referred to: Nobutaka Industry Announcement Number: 2016-013
HL CORP(SHENZHEN) , Ltd.
Fourth Board of Supervisors fourteenth Earnings Release
The Company and all members of the Supervisory Committee to ensure that the information disclosed is true, accurate and complete, not false, misleading statements or material omissions.
First, the Board of Supervisors meeting situation
HL CORP(SHENZHEN) , Ltd. (hereinafter referred to as the "Company") notice of the fourth Board of Supervisors fourteenth meeting of April 2, 2016 by fax and e-mail issue, the meeting was at 16:00 on April 13, 2016 -17: 00 in the company's factory Songgang a new office buildings in a room on-site vocational training, the meeting chaired by the chairman of the Supervisory Ms. Chen Xue, the meeting shall be three supervisors, three supervisors actually attended. 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 meeting discussed and adopted the following resolution:
Second, the deliberations of the Board of Supervisors Meeting
1, consider the " HL CORP(SHENZHEN) , Ltd. 2015 Annual Report of the Board of Supervisors," the motion
3 votes in favor, 0 votes abstained and 0 votes against.
Resolution: After all supervisors voted unanimously adopted the " HL CORP(SHENZHEN) , Ltd. 2015 Annual Report of the Board of Supervisors," the motion.
All the supervisors said: "Supervisory Committee" truthfully reflect the responsibilities and requirements for the reporting period the Supervisory Board in strict accordance with "Company Law", "Articles of Association", "Rules of Procedure of the Board of Supervisors" and relevant laws and regulations given to safeguard the interests of the company and all shareholders' rights and interests, integrity and diligence active principle, independent conscientiously perform their supervisory duties, through field research and attend, attend the meeting of shareholders, to understand and master the company's business decisions, investment program, production and management, directors, general managers and due diligence of other senior executives for the supervision, safeguard the legitimate rights and interests of all the shareholders of the company.
The work report to be submitted for consideration of the General Assembly of shareholders.
2, consider the " HL CORP(SHENZHEN) , Ltd. 2015 Annual Financial Report," the motion
3 votes in favor, 0 votes abstained and 0 votes against.
Resolution: After all supervisors voted 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.
3, consider "the next three years (2015-2017) shareholder return plan," the motion
3 votes in favor, 0 votes abstained and 0 votes against.
Resolution: After all supervisors voted unanimously adopted the "next three years (2015-2017) shareholder return plan," the motion.
All supervisors that: 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, and improve decision-making procedures and mechanisms of dividend payout and clear reasonable profit distribution plan, 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, Board of Supervisors 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 company specific information and the full text of this announcement will be published on the same day the disclosure media giant tidal network http://www.cninfo.com.cn.
This proposal is subject to shareholders' consideration of the Conference.
4, to consider the " HL CORP(SHENZHEN) , Ltd. 2015 profit distribution and reserve capitalization plan," the motion
3 votes in favor, 0 votes abstained and 0 votes against.
Resolution: After all supervisors voted 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 company, the Supervisory Board approved the company's 2015 annual profit distribution to develop plans not to conduct profit distribution nor capitalization of other forms of distribution and capital reserve retained earnings carried forward to the next year.
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%
5, consider "Ruihua on the reappointment of Certified Public Accountants (special general partner) for the company's 2016 annual audit agency," the motion
3 votes in favor, 0 votes abstained and 0 votes against.
Resolution: After all supervisors voted unanimously adopted the "Ruihua on the reappointment of Certified Public Accountants (special general partner) for the company's 2016 annual audit agency," the motion.
Supervisors agreed to the proposal by the Audit Committee of the Board of Directors and four independent directors Ruihua reappointment of Certified Public Accountants (special general partner) for the company's 2016 annual audit institutions.
The proposal shall be submitted to the shareholders' meeting for approval.
6, consider the motion "on the 2015 Annual Internal Control Self Evaluation Report"
3 votes in favor, 0 votes abstained and 0 votes against.
Resolution: After all supervisors voted unanimously adopted "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" .
All supervisors believes that: According to China Securities Regulatory Commission and Shenzhen Stock Exchange listed companies on the strengthening of internal control regulations, combined with the company production and operation and management practice, develop and implement a series of effective internal control system, the institutional system of internal control and organization system more robust; the company's internal control measures for each business process management, is the key to managing all aspects of particular aspects of control played a good role; in 2015, the company has found no violation of the "SME board listed on the Shenzhen Stock exchange case companies standardize operational guidelines "and the company's internal control system occur. Looking at the implementation and effectiveness of internal control of the Company's control, the Board of Supervisors that the company "2015 annual internal control self-assessment report" objectively reflect the real situation of internal control, we agree with the report.
"2015 Annual Internal Control Self-Appraisal Report" in the company with the information specified in this announcement will be published on the same day the disclosure media giant tidal network http://www.cninfo.com.cn.
7, to consider "on the 2016 annual routine related party transactions," the motion
3 votes in favor, 0 votes abstained and 0 votes against.
Resolution: After all supervisors voted unanimously adopted "on the 2016 annual routine related party transactions," the motion.
The supervisors agreed to the above related party transactions. Supervisors during the reporting period of the related party transactions occurred in the year 2015 for the supervision and verification, and issued a separate opinion that: the connected transactions were in line with the actual needs of production and management company, its decision-making procedure was legal, fair prices, not damage to the company and shareholders' benefits. The company does not exist due to partial restructuring and other reasons exist in the same industry competition and related party transactions.
"2016 annual routine related party transactions," the announcement of 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 is subject to shareholders' consideration of the Conference.
8, consider "Supervisors 2015 annual remuneration," the motion
3 votes in favor, 0 votes abstained and 0 votes against.
Resolution: After all supervisors voted unanimously adopted the "2015 Annual Salary Supervisor of the Company," the motion.
The proposal is subject to shareholders' consideration of the Conference. Supervisors 2015 annual remuneration be disclosed in the company "2015 Annual Report" on.
9, consider the "Company 2015 annual report and its summary," the motion
3 votes in favor, 0 votes abstained and 0 votes against.
Resolution: After all supervisors voted unanimously adopted the "company's 2015 annual report and its summary."
Audited, all supervisors company that: the board of directors and audit preparation " HL CORP(SHENZHEN) , Ltd. 2015 Annual Report" procedures comply with laws, regulations and administrative provisions of China Securities Regulatory Commission, the report is true, accurate and complete reflection of the listed companies the actual situation, there are no false records, misleading statements or material omissions.
2015 annual report and its summary shall be submitted to the general meeting. "2015 Annual Report" the full text will be of this announcement on the same day published in the huge influx of information network designated information disclosure, the "2015 Annual Report" Summary on designated information will be published with this announcement the same day disclosure media, "Securities Times" and www.cninfo.com.cn on http://www.cninfo.com.cn.
10 to consider the motion "on the provision for impairment of assets," the
3 votes in favor, 0 votes abstained and 0 votes against
Resolution: After all supervisors voted unanimously adopted the motion.
The supervisors for the company intends to related assets in the company 2015 annual consolidated financial statements of impairment, a detailed verification and post relevant comments are as follows:
Board of Supervisors that: The company impairment of assets related matters in line with the provisions of "Enterprise Accounting Standards", and does not involve manipulation of profits, the company agreed to the provision for impairment of assets related to the preparation program.
"Provision on impairment of assets Notice" This announcement will be published on the same day designated disclosure media, "Securities Times" and the huge influx of information network http://www.cninfo.com.cn.
11 to consider the motion "on the HL CORP(SHENZHEN) , Ltd. intends to apply for 2016 year bank line of credit," the
3 votes in favor, 0 votes abstained and 0 votes against.
Resolution: After all supervisors voted unanimously adopted the motion.
All supervisors 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 supervisors 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. Supervisors and signed by the participants stamped seal of the Supervisory Board Supervisory Board resolutions;
2. Other documents required by the Shenzhen Stock Exchange.
Special announcement.
HL CORP(SHENZHEN) , Ltd. Board of Supervisors
April 15, 2016