Securities code: 003038 securities abbreviation: Anhui Xinbo Aluminum Co.Ltd(003038) Announcement No.: 2022-013 Anhui Xinbo Aluminum Co.Ltd(003038)
Announcement of resolutions of the 15th meeting of the second 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
The 15th meeting of the second board of directors of Anhui Xinbo Aluminum Co.Ltd(003038) (hereinafter referred to as “the company” or “the company”) was held in the company’s conference room on February 24, 2022 in the form of on-site communication. The meeting notice was sent by hand and e-mail on February 20, 2022. There were 9 directors who should attend the meeting and 9 actually attended the meeting (including fan Xiaohong, Cheng Jin, Zhao Tingting, Zhao Mingjian and Chang Wei). The supervisors and some senior managers of the company attended the meeting as nonvoting delegates. The meeting was convened and presided over by the chairman, Mr. Tang Kaijian. The number of attendees, convening, convening procedures and discussion contents of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
2、 Deliberations of the board meeting
1. Deliberated and adopted the full text and summary of the 2021 Annual Report
The board of directors reviewed and approved the full text and abstract of the annual report for 2021. The board of directors believed that the annual report and its abstract truly reflected the financial situation and operating results of the company in 2021, and there were no false records, misleading statements and major omissions.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com published by the company on the same day（ http://www.cn.info.com.cn. ）Summary of 2021 annual report (Announcement No.: 2022-015) and full text of 2021 annual report (Announcement No.: 2022-016).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Deliberated and adopted the work report of the board of directors in 2021
The board of directors deliberated and adopted the work report of the board of directors in 2021.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Work report of the board of directors in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Zhao Tingting, Zhao Mingjian and Chang Wei, the independent directors of the company, submitted the report on the work of independent directors in 2021 and will report on their work at the 2021 annual general meeting of shareholders.
3. Deliberated and adopted the 2021 general manager’s work report
The board of directors reviewed and approved the work report of the general manager in 2021. The board of Directors believes that the management in 2021 has effectively and fully implemented the resolutions of the general meeting of shareholders and the board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
4. Deliberated and adopted the financial final accounts report of 2021
The board of directors deliberated and approved the annual financial statement report for 2021. The board of Directors believes that the final statement report objectively and truly reflects the financial situation and operating results of the company in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5. Deliberated and adopted the financial budget report for 2022
The board of directors reviewed and approved the annual financial budget report for 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
6. The proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 was reviewed and approved. The board of directors of the company reviewed the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 and issued the following review opinions:
It is agreed that the company’s profit distribution plan for 2021 is: Based on the total share capital of 106437540 shares on December 31, 2021, the company plans to distribute cash dividends of RMB 3.00 (including tax) for every 10 shares to all shareholders, with a total of RMB 31931262.00; At the same time, based on the total share capital of 106437540 shares of the company as of December 31, 2021, the capital reserve is used to increase 2 shares for every 10 shares to all shareholders, with a total of 21287508 shares. No bonus shares will be given this year. After the distribution plan is published and before its implementation, if the total share capital of the company changes due to the conversion of convertible bonds into shares, share repurchase, equity incentive exercise, refinancing and listing of new shares, it shall be adjusted accordingly in accordance with the principle of “unchanged distribution proportion”.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com published by the company on the same day（ http://www.cn.info.com.cn. ）Announcement on the company’s plan for profit distribution and conversion of capital reserve into share capital in 2021 (Announcement No.: 2022-017). Voting results: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
7. Deliberated and passed the proposal on the self-evaluation report on internal control in 2021
The board of directors deliberated and approved the proposal on the self-evaluation report of internal control in 2021. The board of directors believed that the company had effectively maintained internal control related to financial reporting in all major aspects in accordance with the requirements of the basic norms of enterprise internal control.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Self evaluation report on internal control of the company in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors have expressed their independent opinions on this proposal, the accountants have issued the assurance report, and the recommendation institution has issued the corresponding verification opinions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
8. The proposal on the annual deposit and use of raised funds in 2021 was deliberated and adopted
The board of Directors believes that the deposit and use of the company’s raised funds in 2021 meet the relevant requirements of China Securities Regulatory Commission and Shenzhen stock exchange for the deposit and use of raised funds, and there is no illegal use of raised funds.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com published by the company on the same day（ http://www.cn.info.com.cn. ）Announcement on the annual deposit and use of raised funds in 2021 (Announcement No.: 2022-018).
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors have expressed their independent opinions on this proposal, the accountants have issued the assurance report, and the recommendation institution has issued the corresponding verification opinions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
9. The proposal on the provision of guarantees and related party transactions by actual controllers for the company was deliberated and adopted
The board of Directors believes that the actual controller of the company provides guarantee for the company in order to better meet the needs of the company’s operation and development, without charging any guarantee fee and providing counter guarantee, which reflects the actual controller’s support for the company and is in line with the interests of the company and all shareholders. This related party transaction follows the principles of voluntariness, equality, mutual benefit and fairness, and will not affect the operating performance of the company, the independence of the company, damage the interests of the company and other shareholders, violate relevant laws and regulations, and the main business of the company does not rely on related parties due to the above related party transactions. Therefore, the board of directors agreed that the actual controller provided guarantees and related party transactions for the company.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com published by the company on the same day（ http://www.cn.info.com.cn. ）Announcement on the guarantee provided by the actual controller for the company and related party transactions (Announcement No.: 2022-019).
Voting results: 8 in favor, 0 against and 0 abstention, among which Mr. Tang Kaijian, a related director, avoided voting. Before the proposal was submitted to the board of directors for deliberation, the independent directors of the company expressed their prior approval opinions on the matter and agreed to submit the proposal to the board of directors for deliberation.
The independent directors have expressed their independent opinions on this proposal, and the recommendation institution has issued corresponding verification opinions. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
10. The proposal on the remuneration of directors and senior managers of the company in 2021 was deliberated and adopted
The board of directors deliberated and approved the proposal on the remuneration of directors and senior managers of the company in 2021.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com published by the company on the same day（ http://www.cn.info.com.cn. ）Announcement on the remuneration of directors and senior managers of the company in 2021 (Announcement No.: 2022-020).
Voting results: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
11. Deliberated and passed the proposal on renewing the appointment of accounting firms
The board of directors deliberated and approved the proposal on renewing the appointment of accounting firm and agreed to employ Rongcheng accounting firm as the company’s audit institution in 2022.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com published by the company on the same day（ http://www.cn.info.com.cn. ）Announcement on renewing the appointment of accounting firms (Announcement No.: 2022-021).
Before the proposal was submitted to the board of directors for deliberation, the independent directors of the company expressed their prior approval opinions on the matter and agreed to submit the proposal to the board of directors for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
12. Deliberated and passed the proposal on adding the post of vice chairman and electing the vice chairman of the company
The board of directors deliberated and approved the proposal on adding the post of vice chairman and electing the vice chairman of the company, agreed to add the post of vice chairman, and elected Mr. Li Jie as the vice chairman of the company.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com published by the company on the same day（ http://www.cn.info.com.cn. ）Announcement on adding the post of vice chairman and electing the vice chairman of the company (Announcement No.: 2022-022).
Voting results: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal.
13. Deliberated and passed the proposal on Amending the articles of Association
The board of directors deliberated and adopted the proposal on Amending the articles of association
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com published by the company on the same day（ http://www.cn.info.com.cn. ）Announcement on Amending the articles of Association (Announcement No.: 2021-023).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
14. Deliberated and passed the proposal on correcting accounting errors in the previous period
The board of directors deliberated and adopted the proposal on correcting accounting errors in the previous period.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com published by the company on the same day（ http://www.cn.info.com.cn. ）Announcement on correcting previous accounting errors (Announcement No.: 2022-024).
Voting results: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal.
15. Deliberated and passed the proposal on the annual provision for credit and asset impairment in 2021
The board of directors deliberated and approved the proposal on annual provision for credit and asset impairment in 2021. In order to truly and accurately reflect the company’s annual financial situation, asset value and operating results in 2021, the company and its subsidiaries conducted a comprehensive inventory and impairment test of various assets based on the principle of prudence, It is agreed to withdraw credit and asset impairment reserves for relevant assets that may have credit and asset impairment losses within the scope of consolidated statements as of December 31, 2021.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com published by the company on the same day（ http://www.cn.info.com.cn. ）Announcement on annual provision for credit and asset impairment in 2021 (Announcement No.: 2022-025).
Voting results: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal.
16. The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
In view of the fact that some relevant matters discussed by the board of directors need to be reviewed and approved by the general meeting of shareholders of the company, the board of Directors hereby requests the company to hold the 2021 annual general meeting of shareholders in the conference room of the company at 2:30 p.m. on Monday, March 18, 2022 in accordance with relevant laws, regulations, departmental rules, other normative documents and the articles of association.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com published by the company on the same day
