Securities code: Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) securities abbreviation: Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) Announcement No.: 202208 bond Code: 127027 bond abbreviation: Jingyuan convertible bond
Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552)
Announcement on resolutions of the 5th meeting of the 10th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
1、 Meetings held
Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) the fifth meeting of the 10th board of directors was held at 3 p.m. on February 28, 2022 in conference room 211 of Baiyin Pingchuan company by means of on-site and communication. The notice of this meeting was sent to all directors by fax, e-mail and other means on February 18, 2022. 15 directors should be present at this meeting, and 15 directors actually participated in the voting. The meeting was presided over by Chairman Yang Xianchun and attended by the company’s supervisors and senior executives. The meeting was held in accordance with the provisions of the company law, the articles of association and other laws and regulations, departmental rules and normative documents.
2、 Deliberations of the meeting
After deliberation by the directors attending the meeting, the meeting adopted the following resolutions:
1. Proposal on the work report of the board of directors in 2021;
Voting results: 15 votes in favor, 0 against and 0 abstention, passed by vote.
For details, see “section III Management Discussion and analysis” and “section IV corporate governance” in the full text of 2021 annual report published on cninfo.com on the same day.
2. Proposal on the work report of independent directors in 2021;
Voting results: 15 votes in favor, 0 against and 0 abstention, passed by vote.
For details, the company published the 2021 annual report of independent directors on cninfo.com on the same day.
3. Proposal on the work report of the general manager in 2021;
Voting results: 15 votes in favor, 0 against and 0 abstention, passed by vote.
The general manager of the company made a summary report on the operation in 2021.
4. Proposal on financial final accounts of 2021 and financial budget report of 2022;
Voting results: 15 votes in favor, 0 against and 0 abstention, passed by vote.
For details, the company published the financial final accounts of 2021 and financial budget report of 2022 on cninfo.com on the same day.
5. Proposal on 2021 profit distribution plan;
Voting results: 15 votes in favor, 0 against and 0 abstention, passed by vote.
For details, please refer to the announcement on the profit distribution plan for 2021 published by the company in the securities times, Shanghai Securities News and cninfo on the same day.
6. Proposal on the full text and summary of the 2021 annual report;
Voting results: 15 votes in favor, 0 against and 0 abstention, passed by vote.
For details, please refer to the full text of the 2021 annual report and the summary of the 2021 annual report published in the securities times, Shanghai Securities News and cninfo on the same day.
7. Proposal on the employment of perennial legal advisers in 2022;
Voting results: 15 votes in favor, 0 against and 0 abstention, passed by vote.
The company appoints Beijing Yingke (Lanzhou) law firm as the legal consultant in 2022 for a period of one year, and the board of directors of the company authorizes the management to negotiate and sign relevant agreements.
8. Proposal on the acquisition of shares of Nongsheng chemical and related party transactions;
Voting results: 8 in favor, 0 against and 0 abstention, passed by vote.
This proposal is related party transactions. According to the regulations, seven related directors Yang Xianchun, Gou Xiaodi, Chen Hu, Gao Hongjie, Zhang Fenggang, Zhang Dejun and Shao Sihua avoided voting.
For details, see the announcement on the acquisition of shares of Nongsheng chemical and related party transactions published in the securities times, Shanghai Securities News and cninfo on the same day.
9. Proposal on project construction and related party transactions of Jingtai coal industry, a holding subsidiary;
Voting results: 8 in favor, 0 against and 0 abstention, passed by vote.
This proposal is related party transactions. According to the regulations, seven related directors Yang Xianchun, Gou Xiaodi, Chen Hu, Gao Hongjie, Zhang Fenggang, Zhang Dejun and Shao Sihua avoided voting.
For details, please refer to the announcement on the construction of Jingtai coal industry project and related party transactions of the holding subsidiary published in the securities times, Shanghai Securities News and cninfo on the same day.
10. Proposal on the prediction of daily connected transactions in 2022;
Voting results: 8 in favor, 0 against and 0 abstention, passed by vote.
This proposal is related party transactions. According to the regulations, seven related directors Yang Xianchun, Gou Xiaodi, Chen Hu, Gao Hongjie, Zhang Fenggang, Zhang Dejun and Shao Sihua avoided voting.
For details, please refer to the announcement on the forecast of daily connected transactions in 2022 published by the company in the securities times, Shanghai Securities News and cninfo on the same day.
11. Proposal on internal control evaluation report in 2021;
Voting results: 15 votes in favor, 0 against and 0 abstention, passed by vote.
For details, the company published the 2021 internal control evaluation report on cninfo.com on the same day.
12. Proposal on the announcement on the deposit and use of raised funds in 2021;
Voting results: 15 votes in favor, 0 against and 0 abstention, passed by vote.
For details, the company published the announcement on the deposit and use of raised funds in 2021 on cninfo.com on the same day.
13. Proposal on comprehensive credit line;
Voting results: 15 votes in favor, 0 against and 0 abstention, passed by vote.
For details, please refer to the announcement on comprehensive credit line published in securities times, Shanghai Securities News and cninfo on the same day.
14. Proposal on developing financial asset pool business;
Voting results: 15 votes in favor, 0 against and 0 abstention, passed by vote.
For details, please refer to the announcement on carrying out financial asset pool business published by the company in the securities times, Shanghai Securities News and cninfo on the same day.
15. Proposal on developing fund pool business;
Voting results: 15 votes in favor, 0 against and 0 abstention, passed by vote.
For details, please refer to the announcement on the development of capital pool business published in the securities times, Shanghai Securities News and cninfo on the same day.
16. Proposal on providing guarantee for wholly-owned subsidiaries;
Voting results: 15 votes in favor, 0 against and 0 abstention, passed by vote.
For details, please refer to the announcement on providing guarantee for wholly-owned subsidiaries published in the securities times, Shanghai Securities News and cninfo on the same day.
17. Proposal on convening the 2021 annual general meeting of shareholders.
Voting results: 15 votes in favor, 0 against and 0 abstention, passed by vote.
For details, see the notice on convening the 2021 annual general meeting of shareholders published in the securities times, Shanghai Securities News and cninfo on the same day.
The above proposals 1, 4, 5, 6, 10, 13 and 16 will be submitted to the general meeting of shareholders for deliberation, and the independent directors of the company will report on their duties at the general meeting of shareholders.
The independent directors of the company have expressed independent opinions on the above-mentioned relevant proposals. For details, see the independent opinions of independent directors on relevant matters published on cninfo.com on the same day.
3、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting;
2. Independent opinions of independent directors on relevant matters.
Board of directors
March 2, 2022
