Securities code: 000672 securities abbreviation: Gansu Shangfeng Cement Co.Ltd(000672) Announcement No.: 2022-008
Gansu Shangfeng Cement Co.Ltd(000672)
Announcement on the resolutions of the 40th meeting of the 9th 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 40th meeting of the 9th board of directors of Gansu Shangfeng Cement Co.Ltd(000672) (hereinafter referred to as “the company”) was held by means of communication voting at 10:00 a.m. on February 17, 2022. The notice of this meeting was sent to all directors by e-mail on February 12, 2022. There were 9 directors who should attend the meeting and 9 directors actually attended the meeting (including 3 independent directors). The meeting was presided over by Mr. Yu Feng, chairman of the company. The convening, convening and voting of this meeting comply with the relevant provisions of the company law and the articles of association, and are legal and effective. The meeting considered and adopted the following proposals:
1、 The proposal on the renewal of the company’s 2021 financial audit institution and internal control audit institution was deliberated and adopted
Zhitong Certified Public Accountants (special general partnership) (hereinafter referred to as “Zhitong certified public accountants”) is an accounting firm with securities and futures related business qualifications. It has rich experience and professional quality in auditing listed companies, and has sufficient independence, professional competence and investor protection ability. During the period of providing audit services for the company, the office scrupulously performed its duties, followed the independent, objective and fair practice standards, and strictly fulfilled the responsibilities and obligations specified in the business agreement between the two parties. Due to the good cooperation between the two parties, in order to maintain the continuity of the company’s audit work, the audit committee of the board of directors of the company nominated Zhitong Certified Public Accountants (special general partnership) to be re employed as the company’s financial audit institution and internal control audit institution in 2021 for one year, and the audit fees shall be determined through consultation between the two parties according to the industry standards and the actual situation of the audit work.
The independent directors of the company have reviewed and approved the proposal in advance and issued the following independent opinions: Zhitong Certified Public Accountants (special general partnership) has the qualification of securities and futures related business, has the experience and ability to provide audit services for listed companies, and can independently audit the financial status of the company, It can meet the requirements of the company’s financial audit and relevant special audit, and meet the requirements of the company’s financial audit in 2021. The company’s review procedures for the renewal of Zhitong Certified Public Accountants (special general partnership) comply with relevant regulations, and there is no damage to the interests of the company and shareholders, especially minority shareholders. We agree to appoint Zhitong Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2021 and submit the proposal to the first extraordinary general meeting of the company in 2022 for deliberation.
For details, please refer to China Securities Journal, securities times, securities daily and www.cn.info.com.cn on February 18, 2022 Announcement on the renewal of the company’s financial audit institution and internal control audit institution in 2021 (Announcement No.: 2022-013).
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes, passed by vote.
2、 The proposal on the company’s 2022 entrusted financial management plan was deliberated and adopted
In order to improve the capital use efficiency of the company and its holding subsidiaries, maximize capital benefits and create greater benefits for the company and shareholders, the company plans to use its own idle funds of no more than 800 million yuan (including 800 million yuan) for low-risk entrusted financial management on the premise of not affecting the normal operation of the company and controllable risks. The term of this entrusted financial management is rolling use within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company, and the management of the company is authorized to be responsible for the specific implementation of relevant matters.
The independent directors of the company have expressed the following independent opinions on this proposal:
1. On the premise of not affecting normal production and operation, the company makes rational use of idle funds for entrusted financial management, which is used for investment in bank financial products and other products with controllable risks. The risk is relatively low and the income is relatively stable, which is conducive to providing the use efficiency of the company’s own funds and increasing the company’s investment income;
2. The company has established a relatively perfect internal control system and system, which can effectively control investment risks and ensure the capital safety of financial investment. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders;
3. We agree that the company will use idle self owned funds of no more than 800 million yuan (including 800 million yuan) to invest in low-risk short-term bank financial products; Within the limit, the funds can be used on a rolling basis for a period of 12 months from the date of deliberation and approval by the board of directors of the company, and it is agreed to authorize the management of the company to be responsible for the specific implementation of relevant matters.
For details, please refer to China Securities Journal, securities times, securities daily and www.cn.info.com.cn on February 18, 2022 Announcement on entrusted financial management plan in 2022 (Announcement No.: 2022-010).
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes, passed by vote.
3、 The proposal on the company’s 2022 securities investment plan was deliberated and adopted
In order to further improve capital efficiency and increase investment income, at the same time, since the securities investment period in 2021 is about to expire, the company plans to continue to use the amount of RMB 800 million for securities investment without affecting the normal operation and risk control of the company, and the total amount is no more than RMB 800 million at any one time, And authorize the company’s management to be responsible for the implementation of specific related matters.
The independent directors of the company have expressed the following independent opinions on this proposal:
At present, the company’s operation is normal and its financial structure is good. On the premise of not affecting the normal production and operation, the company plans to continue to use the securities investment quota of no more than 800 million yuan (including 800 million yuan), which is conducive to improving the efficiency of the company’s fund use and in line with the interests of the company.
The decision-making procedure of this matter is legal and compliant, and complies with the provisions of relevant laws, regulations and normative documents. The company has formulated the internal control system of securities investment, which can strengthen investment risk management and prevention. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We agree that the company uses its own funds for securities investment.
For details, please refer to China Securities Journal, securities times, securities daily and www.cn.info.com.cn on February 18, 2022 The announcement on the 2022 annual securities investment plan (Announcement No.: 2022-011) disclosed.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes, passed by vote.
4、 The proposal on using part of its own funds to invest in new economy industries in 2022 was deliberated and adopted
In order to achieve the company’s high-quality comprehensive development strategic objectives, optimize the asset structure and cultivate new economic growth points of the enterprise, according to the medium-term development plan of “one main business and two wings”, the company plans to use the quota of no more than 500 million yuan (including 500 million yuan) for equity investment in new economy industry on the premise that the main business does not affect the company’s normal operation and the risk is controllable.
The total amount is no more than 500 million yuan in a natural year, and the company’s management is authorized to be responsible for the implementation of specific projects and other related matters.
This proposal does not constitute a connected transaction. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, the amount is within the scope of the deliberation authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. The independent directors of the company have expressed the following independent opinions on this proposal:
1. The company’s equity investment in new economy industry with its own funds is conducive to broadening investment channels and improving the comprehensive competitiveness of sustainable development of the company. At the same time, the source of funds is legal and compliant, and the investment scale is appropriate, which will not affect the normal operation of the company’s business;
2. The decision-making procedure of this event is legal and compliant, and complies with the provisions of relevant laws, regulations and normative documents. The company has established a standardized investment decision-making and risk prevention and control management system, strengthened internal audit supervision, established a special person tracking system, regularly inspected and paid close attention to the follow-up operation of investment, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, We agree that the company will use its own funds for equity investment in new economy industries.
For details, please refer to China Securities Journal, securities times, securities daily and www.cn.info.com.cn on February 18, 2022 Announcement on investment in new economy industries with some self owned funds in 2022 (Announcement No.: 2022-009).
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes, passed by vote.
5、 Deliberated and passed the proposal on the company and its subsidiaries to carry out financial leasing business
In order to further revitalize the company’s existing assets, broaden financing channels, optimize financing structure and meet capital needs, the company and its subsidiary Du’an Gansu Shangfeng Cement Co.Ltd(000672) Co., Ltd. plan to carry out financial leasing business in the form of after-sales leaseback with YONGYING Financial Leasing Co., Ltd., with a financing amount of no more than RMB 100 million (including RMB 100 million), The duration shall not exceed 18 months (including 18 months), and the company’s operation and management shall be authorized to be responsible for the implementation of specific projects and other related matters.
This proposal does not constitute a connected transaction. According to the relevant provisions of Shenzhen Stock Exchange, such as the stock listing rules, the standardized operation of companies listed on the main board and the articles of association, the transaction amount is within the scope of the deliberation authority of the board of directors and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to China Securities Journal, securities times, securities daily and www.cn.info.com.cn on February 18, 2022 Announcement on the company and its subsidiaries carrying out financial leasing business (Announcement No.: 2022-012).
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes, passed by vote.
6、 The proposal on convening the company’s first extraordinary general meeting in 2022 was deliberated and adopted. The ninth board of directors proposed to hold the company’s first extraordinary general meeting in 2022 at 14:30 p.m. on March 7, 2022 in the conference room of unit e, building 1, Xixi legu Creative Industrial Park, 738 Wener West Road, Xihu District, Hangzhou, Zhejiang Province, Deliberated three proposals, including the proposal on the renewal of the company’s 2021 financial audit institution and internal control audit institution, the proposal on the company’s 2022 entrusted financial management plan and the proposal on the company’s 2022 securities investment plan, which were deliberated and adopted at the 40th meeting of the ninth board of directors. For details, please refer to China Securities Journal, securities times, securities daily and www.cn.info.com.cn on February 18, 2022 The notice on proposing to convene the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-014) disclosed.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes, passed by vote.
It is hereby announced.
Gansu Shangfeng Cement Co.Ltd(000672) board of directors
February 18, 2022
