Securities code: Baoshan Iron & Steel Co.Ltd(600019) securities abbreviation: Baoshan Iron & Steel Co.Ltd(600019) Announcement No.: pro 2022004
Baoshan Iron & Steel Co.Ltd(600019)
Announcement of resolutions of the 10th meeting of the 8th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Meetings of the board of directors
(I) meeting held in compliance with relevant laws and regulations
The meeting of the board of directors has gone through appropriate notification procedures. The meeting procedures comply with the provisions of relevant laws, administrative regulations and the articles of association. The meeting and the resolutions adopted are legal and effective. (II) Baoshan Iron & Steel Co.Ltd(600019) (hereinafter referred to as "the company" or " Baoshan Iron & Steel Co.Ltd(600019) ") Article 112 of the articles of association stipulates that shareholders representing more than 1 / 10 of the voting rights, more than 1 / 3 of the directors or the board of supervisors and other persons approved by laws, regulations and departmental rules may propose to convene an interim meeting of the board of directors.
Paragraph 2 of Article 117 of the articles of association stipulates that: on the premise of ensuring that the directors fully express their opinions, the interim meeting of the board of directors can form an effective resolution if the board of directors sends the proposed resolution to all directors in writing, and the number of directors who sign and agree to the resolution has reached the number required to make the resolution specified in laws, administrative regulations and this chapter.
According to the proposal of directors Zou Jixin, Sheng Genghong, Yao Linlong and Zhou Xuedong, the eighth board of directors of the company held an interim Board of directors in the form of on-site communication in accordance with the above provisions.
The company sent the notice of convening the board of directors and meeting materials by email and in writing on February 25, 2022.
(III) there are 11 directors who should attend the board meeting, and 11 actually attended the board meeting.
(IV) chairpersons and non voting participants of the meeting
The meeting was presided over by Chairman Zou Jixin, and some supervisors and senior managers of the company attended the meeting as nonvoting delegates.
2、 Deliberations of the board meeting
The board of directors adopted the following resolutions:
(I) approve the proposal on capital increase of Baowu Group Finance Co., Ltd. China Baowu iron and Steel Group Co., Ltd. unilaterally to Baowu Group Finance Co., Ltd
Securities code: Baoshan Iron & Steel Co.Ltd(600019) securities abbreviation: Baoshan Iron & Steel Co.Ltd(600019) Announcement No.: pro 2022004
The capital increase is 501.5 million yuan, and Baoshan Iron & Steel Co.Ltd(600019) and WISCO co Co., Ltd. give up the capital increase in the same proportion.
Related directors Hou Angui, Yao Linlong and Luo Jianchuan avoided voting on this proposal, and all non related directors agreed to this proposal.
(II) approve the proposal on establishing a holding subsidiary of Baowu carbon industry to carry out the "Shaoxing Keqiao precursor project"
Baowu Carbon Industry Technology Co., Ltd. (hereinafter referred to as "Baowu carbon industry") and Wanhua Chemical Group Co.Ltd(600309) jointly established "Zhejiang Baowan Carbon Fiber Co., Ltd. (the proposed name, ultimately subject to the industrial and commercial registration, hereinafter referred to as" Baowan carbon fiber ") to operate the" Shaoxing Keqiao precursor project ". Baowan carbon fiber has a registered capital of 850 million yuan, all in cash, of which Baowu carbon industry has invested 433.5 million yuan, holding 51%; The total investment of phase I of "Shaoxing Keqiao raw silk project" for approval is 162579 million yuan (excluding tax).
All directors unanimously passed the proposal.
(III) proposal on approval of equity transfer of national pipeline network Co., Ltd
In order to support the operation reform of national oil and gas pipeline network, promote the further integration of pipeline assets by national oil and gas pipeline network Group Co., Ltd. (hereinafter referred to as "national pipeline network group"), obtain equity investment income in time, and reduce future holding and exit risks, Baoshan Iron & Steel Co.Ltd(600019) plans to transfer its 3.5182% equity of national pipe network group united Pipeline Co., Ltd. (hereinafter referred to as "United pipeline") to national pipe network group, the controlling shareholder of United pipeline, through non-public agreement, and the transfer price is determined based on the assessed value of the net assets of United pipeline filed with state owned assets. The board of directors authorizes the management of the company to organize specific implementation in accordance with the approval opinions of SASAC.
All directors unanimously passed the proposal.
(IV) approve the proposal on the operation plan of financial derivatives in 2022 and the development of financial derivatives in 2021
According to the regulatory requirements of financial derivatives of SASAC and the group company, the company shall formulate annual financial derivatives operation plan and summarize the development of financial derivatives in the previous year every year, which shall be submitted to the group company and the SASAC after being reviewed and approved by the board of directors. For the structured financial management plan linked to financial derivatives, refer to the management of financial derivatives. According to the company's annual exchange rate and interest rate risk management strategy, approve the 2022 financial derivatives operation plan and financial management plan linked to financial derivatives of the company and its subsidiaries.
Securities code: Baoshan Iron & Steel Co.Ltd(600019) securities abbreviation: Baoshan Iron & Steel Co.Ltd(600019) Announcement No.: pro 2022004
All directors unanimously passed the proposal.
(V) approve the proposal on new futures trading varieties and trading directions
Approve the company to carry out coking coal, coke and nickel futures hedging business. In 2022, the authorization for coking coal trading shall not exceed 1.3 million tons, the authorization for coke trading shall not exceed 100000 tons, the authorization for nickel trading shall not exceed 3000 tons, and the position holding period shall not exceed 12 months.
The authorization of this trading plan is valid until the new authorization considered by the board of directors in the 2022 annual report.
All directors unanimously passed the proposal.
It is hereby announced.
Baoshan Iron & Steel Co.Ltd(600019) board of directors March 3, 2022
