Yunnan Aluminium Co.Ltd(000807)
Securities code: 000807 securities abbreviation: Yunnan Aluminium Co.Ltd(000807) Announcement No.: 2022-005 Yunnan Aluminium Co.Ltd(000807)
Announcement of resolutions of the 11th meeting of the 8th 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
(I) Yunnan Aluminium Co.Ltd(000807) (hereinafter referred to as " Yunnan Aluminium Co.Ltd(000807) " or "the company") the notice of the 11th meeting of the 8th board of directors was sent in writing, fax or e-mail on Monday, January 17, 2022.
(II) the meeting will be held by means of communication on Thursday, January 27, 2022.
(III) 9 directors should attend the meeting, and 9 directors actually attend the meeting by means of communication.
(IV) the convening of the 11th meeting of the 8th board of directors of the company complies with the company law, securities law, Shenzhen Stock Exchange Stock Listing Rules, articles of association and other relevant provisions.
2、 Deliberations of the board meeting
The meeting deliberated and adopted the following proposals by means of communication voting:
(I) plan for daily connected transactions in 2022
According to the operation needs of the company, in 2022, the company and its affiliated enterprises will have continuous business transactions with Aluminum Corporation Of China Limited(601600) Group Co., Ltd. and its holding enterprises and other related parties, forming daily related party transactions. In 2022, the amount of daily related party transactions between the company and related parties is expected to be RMB 34840802300 (excluding tax). All independent directors of the company approved the matter in advance and expressed their independent opinions with explicit consent during the deliberation. For details, please refer to Yunnan Aluminium Co.Ltd(000807) announcement on daily connected transactions expected in 2022 (Announcement No.: 2022-006) disclosed by the company on the designated information disclosure media.
The matter is a related party transaction. During the deliberation, the directors of related parties, Mr. Zhang Zhengji, Mr. Lu Jianzeng, Mr. Gao Lidong and Mr. Jiao Yun, have avoided voting. This plan must be submitted to the general meeting of shareholders of the company for deliberation. During the deliberation, the shareholders of related parties and the authorized representatives of shareholders must avoid voting.
Voting results: 5 in favor, 0 against and 0 abstention.
(II) proposal on short-term use of some temporarily idle raised funds to supplement working capital
In order to improve the use efficiency of the raised funds and reduce the company's financial expenses, on the premise of ensuring the capital demand for the construction of the investment projects with raised funds and the normal progress of the investment projects with raised funds, the company will deposit them in the business department accounts of Yunnan branch and China Merchants Bank Co.Ltd(600036) Kunming Branch of the Export Import Bank of China respectively for the "Wenshan medium and low products" of the investment project of non-public offering of shares in 2019
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
Part of the temporary idle raised funds of the "comprehensive utilization project of bauxite in Yunnan Aluminium Co.Ltd(000807) " and the 2021 non-public offering project "green low-carbon hydropower aluminum integration project of Yunnan Wenshan Aluminum Co., Ltd." (hereinafter referred to as "Wenshan green aluminum project") do not exceed RMB 1 billion (including RMB 1 billion) to temporarily supplement the working capital, Among them, the temporarily idle funds raised in the account of Yunnan branch of Export Import Bank of China for "Wenshan low-grade bauxite comprehensive utilization project" shall not exceed 350 million yuan (including 350 million yuan), and the temporarily idle funds raised in the account of China Merchants Bank Co.Ltd(600036) Kunming Branch for "Wenshan green aluminum project" shall not exceed 650 million yuan (including 650 million yuan), The raised funds temporarily replenishing working capital will be used to repay bank loans, purchase raw and auxiliary materials for production and operation and pay electricity charges. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and shall be returned to the special account for raised funds before expiration. The independent directors, the board of supervisors and the recommendation institution of the company have expressed their consent on this matter. For details, see Yunnan Aluminium Co.Ltd(000807) announcement on short-term use of some temporarily idle raised funds to supplement working capital disclosed by the company on the designated information disclosure media (Announcement No.: 2022-007).
Voting results: 9 in favor, 0 against and 0 abstention.
(III) plan for by election of Mr. Xu Jing and Ms. Zheng Ting as directors of the company
Mr. Xu Feng resigned as a director (vice chairman) of the company and Mr. Ding Jilin resigned as a director of the company. After the qualification examination of the nomination committee of the board of directors, the board of directors of the company agreed that Mr. Xu Jing and Ms. Zheng Ting were candidates for non independent directors of the eighth board of directors of the company. Xu Jing and Ms. Zheng Ting met the requirements of the company law and other relevant laws, regulations and regulations, Have the corresponding qualification and ability to serve as a director of the company, and the appointment procedures comply with the provisions of the company law and the articles of association. The term of office starts from the date of election and approval by the general meeting of shareholders of the company to the date of expiration of the eighth board of directors. The independent directors of the company expressed their independent opinions on the by election of Mr. Xu Jing and Ms. Zheng Ting as directors. The plan shall be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting system shall be adopted for election.
The resumes of Mr. Xu Jing and Ms. Zheng Ting are attached.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
(I) resolutions of the board of directors signed and sealed by the directors attending the meeting;
(II) prior approval opinions and independent opinions of independent directors;
(III) confirmation opinions of the board of supervisors;
(IV) verification opinions issued by the recommendation institution China Securities Co.Ltd(601066) .
Yunnan Aluminium Co.Ltd(000807) board of directors
January 27, 2022
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
Yunnan Aluminium Co.Ltd(000807)
Resume of Mr. Xu Jing:
Xu Jing, male, Han nationality, born in August 1964, began working in August 1982 and joined the Communist Party of China in June 1989. He has a college degree and is a senior engineer. Successively served as technician of Engineering Department of Baotou Aluminum Plant; Technician of gas workshop of power branch of Baotou Aluminum Plant; Deputy director of gas workshop of power branch of Baotou Aluminum Plant; Director of gas workshop of Baotou Aluminum Plant; Deputy manager of carbon No. 1 company of Baotou Aluminum Co., Ltd; Deputy Manager (presiding over the work) and Secretary of the general Party branch of carbon No. 1 company of Baotou Aluminum Co., Ltd; Manager and Secretary of the general Party branch of the second carbon company of Baotou Aluminum Co., Ltd; Director and Secretary of the general Party branch of the carbon factory of Baotou Aluminum Co., Ltd; Director of production safety department of Baotou Aluminum Co., Ltd; Director and Secretary of the Party committee of the production command and support center of Baotou Aluminum Co., Ltd; Deputy general manager of Baotou Aluminum Industry (Group) Co., Ltd. and deputy general manager of Baotou Aluminum Industry Co., Ltd; Deputy general manager and director of Baotou Aluminum Industry (Group) Co., Ltd., deputy general manager of Baotou Aluminum Industry Co., Ltd; Deputy general manager and director of Baotou Aluminum Industry (Group) Co., Ltd., deputy general manager of Baotou Aluminum Industry Co., Ltd., and director of Huayun No. 1 electrolysis plant of Inner Mongolia Huayun new materials Co., Ltd; Full time director of the enterprise affiliated to Aluminum Corporation Of China Limited(601600) Group Co., Ltd., deputy general manager and director of Baotou Aluminum (Group) Co., Ltd., and deputy general manager of Baotou Aluminum Co., Ltd.
Now he is a full-time director of the enterprise affiliated to Aluminum Corporation Of China Limited(601600) Group Co., Ltd.
Mr. Xu Jing is not under any of the circumstances specified in Article 146 of the company law; Not prohibited from entering the securities market by the CSRC; Has not been publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; No case has been filed for investigation by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations; Not publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or included in the list of dishonest Executees by the people's court; Mr. Xu Jing is a full-time director of the enterprise affiliated to Aluminum Corporation Of China Limited(601600) Group Co., Ltd. and has an association with the shareholders and actual controllers holding more than 5% of the company's shares, but has no association with the current directors, supervisors and senior managers of the company. As of the date of this announcement, Mr. Xu Jing did not hold shares of the company.
Resume of Ms. Zheng Ting:
Zheng Ting, female, Han nationality, was born in October 1981. She began working in July 2003 and joined the Communist Party of China in September 2001. She has a master's degree, a master's degree in management and a senior accountant. Successively served as the business director of the accounting department of the Finance Department of Aluminum Corporation Of China Limited(601600) company; Aluminum Corporation Of China Limited(601600) business manager of accounting department of finance department; Aluminum Corporation Of China Limited(601600) business manager of fund management division of finance department; Senior business manager of fund management division of finance department; Senior business manager of investment finance division of finance department; Aluminum Corporation Of China Limited(601600) deputy manager of investment finance department of finance department; Aluminum Corporation Of China Limited(601600) deputy manager of investment finance department of finance department (Office of the board of directors); Aluminum Corporation Of China Limited(601600) manager of accounting department of financial assets Department (Office of the board of directors). Now he is a full-time director of the enterprise affiliated to Aluminum Corporation Of China Limited(601600) Group Co., Ltd. Ms. Zheng Ting is not under any of the circumstances specified in Article 146 of the company law; Not prohibited from entering the securities market by the CSRC; Has not been publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; No one was arrested on suspicion of a crime
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
Yunnan Aluminium Co.Ltd(000807) the situation that the judicial organ files a case for investigation or is suspected of violating laws and regulations and is filed for investigation by the CSRC; Not publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or included in the list of dishonest Executees by the people's court; As a full-time director of the enterprise affiliated to Aluminum Corporation Of China Limited(601600) Group Co., Ltd., Ms. Zheng Ting has an association with the shareholders and actual controllers holding more than 5% of the company's shares, and has no association with the current directors, supervisors and senior managers of the company. As of the date of this announcement, Ms. Zheng Ting did not hold the company's shares.
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
