Stock Code: Shandong Hongchuang Aluminum Industry Holding Company Limited(002379) stock abbreviation: Shandong Hongchuang Aluminum Industry Holding Company Limited(002379) Announcement No.: 2022002 Shandong Hongchuang Aluminum Industry Holding Company Limited(002379)
Announcement on resolutions of the 6th meeting of the 5th 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、 Convening and attendance of the meeting
Shandong Hongchuang Aluminum Industry Holding Company Limited(002379) (hereinafter referred to as "the company") the sixth meeting of the Fifth Board of directors was held by means of communication in the company's conference room on February 25, 2022, and the meeting notice was sent in writing, fax and e-mail on February 15, 2022. There are 7 directors of the company, and the actual directors present are 7. The meeting was presided over by Mr. Zhao Qianqian, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting complies with the company law and other relevant laws, administrative regulations, departmental rules, normative documents and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
1. Deliberated and adopted the 2021 internal control self-evaluation report;
This proposal has 7 valid votes, 7 in favor, 0 against and 0 abstention.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Self evaluation report on internal control in 2021 published.
The independent directors expressed independent opinions on this matter. For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Independent opinions of independent directors on matters related to the sixth meeting of the Fifth Board of directors published.
2. Reviewed and adopted the 2021 general manager's work report;
This proposal has 7 valid votes, 7 in favor, 0 against and 0 abstention.
The directors attending the meeting carefully listened to the general manager's work report for 2021 made by the general manager of the company and believed that the report objectively and truly reflected the work and achievements of the company in implementing the resolutions of the board of directors and the general meeting of shareholders, managing production and operation, and implementing various systems of the company in 2021.
3. Deliberated and adopted the work report of the board of directors in 2021;
This proposal has 7 valid votes, 7 in favor, 0 against and 0 abstention.
See Section III "management discussion and analysis" and Section IV "corporate governance" of the company's 2021 annual report for details of the work report of the board of directors in 2021.
Mr. Sun Nan, Mr. Liu Jianwen and Ms. Deng Yan, the independent directors of the company in 2021, submitted the work report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
For details of the work report, please refer to the company's website (www.cn. Info. Com. CN.) on the same day 2021 annual report of independent directors.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. Deliberated and adopted the financial final accounts of 2021 and the financial budget report of 2022;
This proposal has 7 valid votes, 7 in favor, 0 against and 0 abstention.
Audited by Daxin Certified Public Accountants (special general partnership), the company achieved a total operating income of 319052407262 yuan in 2021, an increase of 34.79% over the same period of last year; The net profit attributable to the shareholders of the listed company was -7515088004 yuan, an increase of 54.45% over the same period of last year; The total assets of the company are 293022602754 yuan, and the net assets attributable to the listed company are 134236769632 yuan.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. Reviewed and approved the profit distribution plan for 2021;
This proposal has 7 valid votes, 7 in favor, 0 against and 0 abstention.
Audited by Daxin Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company in 2021 is -7515088004 yuan, plus the undistributed profit of -9862875465 yuan at the beginning of the year, the actual profit available for distribution to shareholders is -17441037554 yuan. The net profit realized by the parent company is 630740848 yuan and the profit available for distribution to shareholders is 11074448182 yuan. As the net profit attributable to the owner of the parent company realized by the company in 2021 is negative, the company will not distribute profits in 2021, nor will it implement the conversion of capital reserve into share capital. The company's 2021 annual distribution plan complies with relevant laws, regulations and the articles of association.
Independent directors expressed independent opinions on this matter. For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Independent opinions of independent directors on matters related to the sixth meeting of the Fifth Board of directors published.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. Considered and adopted the annual report and summary for 2021;
This proposal has 7 valid votes, 7 in favor, 0 against and 0 abstention.
For details of the 2021 annual report summary, please refer to the securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. Deliberated and passed the proposal on the renewal of the company's financial audit institution in 2022;
This proposal has 7 valid votes, 7 in favor, 0 against and 0 abstention.
In providing audit services for the company, Daxin Certified Public Accountants (special general partnership) has scrupulously performed its duties, followed the independent, objective and fair practice standards, and completed all the work entrusted by the company. The company plans to continue to employ Daxin Certified Public Accountants (special general partnership) as the company's financial audit institution in 2022, with an audit fee of Shanghai Pudong Development Bank Co.Ltd(600000) yuan.
The contents of the announcement on the proposed renewal of the accounting firm are detailed in the same day's securities times, Securities Daily, China Securities News, Shanghai Securities News and http://www.cn.info.com.cn.
The independent directors have expressed their prior approval opinions and agreed independent opinions on this matter. For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Published "prior approval opinions of independent directors on the company's re employment of financial audit institutions in 2022" and "independent opinions of independent directors on relevant matters of the sixth meeting of the Fifth Board of directors".
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. Deliberated and passed the proposal on the company's 2022 compensation scheme for non independent directors and senior executives and allowance scheme for independent directors;
All directors of the company avoided the vote, and the directors attending the meeting unanimously agreed to directly submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
Independent directors: Mr. Sun Nan, Mr. Liu Jianwen and Ms. Deng Yan. The annual allowance standard in 2022 is 80000 yuan only (including tax) / year.
Non independent directors and senior managers: the directors and senior managers of the company, Mr. Zhang Wei, Mr. Liu Xinghai and Ms. Xiao Xiao, are paid according to their specific management positions in the company and the relevant salary management system of the company. Mr. Zhao Qianqian, an external director of the company, is not paid in the company. The details are as follows:
Name and position annual salary (10000 yuan)
Zhang Wei, director and general manager 80.00
Liu Xinghai, director, deputy general manager and chief financial officer 48.00
Xiao Xiao, director, deputy general manager and Secretary of the board of directors 12.00
The allowance for independent directors in 2022 will be paid quarterly, with 20000 yuan per quarter (including tax).
Independent directors expressed independent opinions on the matter. For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Independent opinions of independent directors on matters related to the sixth meeting of the Fifth Board of directors published.
9. The proposal on the development of commodity derivatives business by the company and its subsidiaries was reviewed and passed.
This proposal has 7 valid votes, 7 in favor, 0 against and 0 abstention.
The pricing mode of the company's products is aluminum price + processing fee. The production and operation involves raw material procurement, product sales and other links, which are closely related to the aluminum price, and there is a certain cycle from product production to sales. The fluctuation of aluminum price has a great impact on semi-finished products and inventory metals, which determines the production cost and operating efficiency of the company to a great extent. The company and its subsidiaries choose to use the hedging function of the futures market to carry out commodity derivatives business and realize the steady operation of the company. The authorization period is 12 months from the date of deliberation and approval by the board of directors of the company.
For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and http://www.cn.info.com.cn Announcement on the development of commodity derivatives business by the company and its subsidiaries published on the same day.
Independent directors expressed independent opinions on the matter. For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Independent opinions of independent directors on matters related to the sixth meeting of the Fifth Board of directors published.
10. The proposal on the development of foreign exchange derivatives business by the company and its subsidiaries was reviewed and adopted.
This proposal has 7 valid votes, 7 in favor, 0 against and 0 abstention.
The company's export business is mainly settled in US dollars. Therefore, when the exchange rate fluctuates greatly, the exchange profit and loss will have a great impact on the company's operating performance. Therefore, developing foreign exchange hedging business, strengthening the company's exchange rate risk management and reducing the exchange rate risk of enterprises in the foreign currency economic environment have become the urgent and internal needs of enterprises for stable operation. Based on this, the company carries out foreign exchange hedging business to avoid foreign exchange market risks, lock exchange costs to the greatest extent and prevent potential adverse effects of exchange rate fluctuations on the company. The authorization period is 12 months from the date of deliberation and approval by the board of directors of the company.
For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and http://www.cn.info.com.cn Announcement on the development of foreign exchange derivatives business by the company and its subsidiaries published on the same day.
Independent directors expressed independent opinions on the matter. For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Independent opinions of independent directors on matters related to the sixth meeting of the Fifth Board of directors published.
11. The proposal on convening the 2021 annual general meeting of shareholders of the company was reviewed and passed.
This proposal has 7 valid votes, 7 in favor, 0 against and 0 abstention.
According to the articles of association and other relevant provisions, the above related matters that need to be considered by the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation. The company is scheduled to hold the 2021 annual general meeting of shareholders in the company's conference room at 14:30 on Tuesday, March 22, 2022.
The contents of the notice on convening the company's 2021 annual general meeting of shareholders are detailed in the securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day. 3、 Documents for future reference
1. Resolution of the 5th meeting of the board of directors;
2. Independent opinions of independent directors on matters related to the sixth meeting of the Fifth Board of directors of the company; 3. Prior approval opinions of independent directors on the company's renewal of the appointment of the audit institution in 2022;
4. Shandong Hongchuang Aluminum Industry Holding Company Limited(002379) audit report dxsz [2022] No. Bestway Marine & Energy Technology Co.Ltd(300008) . It is hereby announced.
Shandong Hongchuang Aluminum Industry Holding Company Limited(002379) board of directors February 28, 2002
