Securities code: 000612 securities abbreviation: Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) Announcement No.: 2021-092
Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612)
Announcement on resolutions of the 24th Meeting of the 8th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate, complete and free from falsehood
Records, misleading statements or material omissions.
1、 Convening of board meeting
(i) Time and method of meeting notice
The meeting notice will be sent by telephone or e-mail on December 20, 2021.
（2） Time, place and method of the meeting
The 24th Meeting of the 8th board of directors of the company was held by means of communication on December 23, 2021.
（3） Attendance of directors
There were 9 directors who should attend the meeting and 9 actually attended. Among them, Mr. Zhu Lei, the director, was unable to attend the meeting due to work reasons. Kong xiangrudder, an independent director, was entrusted to attend the meeting, vote and sign documents. All directors attended the meeting by means of communication. （4） Compliance of meetings
The convening and convening procedures of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberation of proposals
The proposals of the meeting were voted by open ballot in writing. The meeting considered the following proposals:
(i) Capital expenditure plan of the company in 2022
In 2022, a total of 81 capital expenditure projects are proposed, with a total investment of RMB 173.15 million, including 23 infrastructure and technological transformation projects (1 continued project and 22 proposed projects), 56 equipment purchases and 2 scientific and technological R & D.
Voting of proposals:
The number of votes entitled to vote is 9, 9 in favor, 0 against and 0 abstention. The proposal is passed by vote.
（2） Proposal on appointing the company’s audit institution in 2021 and determining its audit fees
Asia Pacific (Group) Certified Public Accountants (special general partnership) has many years of experience and ability to provide audit services for listed companies. In the audit business of the company’s previous annual financial reports and internal control, the Institute is diligent and prudent, can submit audit reports independently, objectively and fairly on time, and can meet the requirements of the company’s audit work in 2021. The board of directors plans to renew the appointment of Asia Pacific (Group) accounting firm (special general partnership) is the audit institution of the company’s 2021 annual financial report and internal control. The employment period ends at the end of the company’s 2021 annual general meeting, and the total audit fee is RMB 700000, including annual report audit fee of RMB 600000 and internal control audit fee of RMB 100000.
The independent directors expressed their prior approval opinions and independent opinions on the proposal and agreed to submit the proposal to the general meeting of shareholders for deliberation. Voting of proposals:
With 9 votes, 7 in favor, 2 against and 0 abstention, the proposal was passed.
The objection of directors Li Chongyang and Wu Yongding is that the service life of the audit institution is too long, and it is suggested to rotate reasonably.
For details of the proposal, please refer to the company’s announcement in the securities times, Shanghai Securities News, China Securities News and cninfo.com on the same day as this announcement（ http://www.cn.info.com..cn. ）Announcement of Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) on appointing the company’s audit institution in 2021 and determining its audit fees (Announcement No.: 2021-093).
（3） 2022 futures hedging operation plan of the company
In order to reduce the risk of product price fluctuation and effectively control the production and operation risk, according to the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions, and in combination with the actual needs of the company’s business development, Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) plans to continue to carry out hedging business in 2022, and the maximum opening margin of hedging is planned to be no more than RMB 211.8 million, The investment period shall not exceed 12 months and can be recycled within the limit and period. The above funds do not belong to the raised funds.
The independent directors expressed their consent to the proposal.
Voting of proposals:
The number of votes entitled to vote is 9, 9 in favor, 0 against and 0 abstention. The proposal is passed by vote.
For details of the proposal, please refer to the company’s announcement in the securities times, Shanghai Securities News, China Securities News and cninfo.com on the same day as this announcement（ http://www.cn.info.com..cn. ）Announcement of Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) 2022 futures hedging operation plan on (Announcement No.: 2021-094).
（4） Proposal on authorizing Management to use temporarily idle self owned funds for entrusted financial management
The company plans to use some temporarily idle self owned funds for entrusted financial management without affecting the company’s normal operating capital demand and ensuring capital safety. The total amount shall not exceed 300 million yuan, the investment period shall not exceed 12 months, and it can be recycled and used within the limit and period. Authorize the company’s management to exercise investment decision-making power within the limit and sign relevant legal documents for specific implementation by the financial department.
The independent directors expressed their consent to the proposal.
Voting of proposals:
With 9 votes, 8 in favor, 0 against and 1 abstention, the proposal was passed.
The reason for director Wang Daqing’s abstention is that the listed company will increase the dividend proportion, repay investors or repay bank loans on the premise of ensuring production and operation funds.
For details of the proposal, please refer to the company’s announcement in the securities times, Shanghai Securities News, China Securities News and cninfo.com on the same day as this announcement（ http://www.cn.info.com..cn. ）Announcement of Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) on Authorizing the management to use temporarily idle self owned funds for entrusted financial management (Announcement No.: 2021-095).
（5） Proposal on prediction of daily connected transactions with Jiaozuo Wanfang Group Co., Ltd
Due to the needs of daily production and operation, the company plans to sell no more than 67100 tons of electrolytic aluminum solution and no more than 3600 tons of aluminum alloy rod products to Jiaozuo Wanfang Group Co., Ltd. the total transaction amount with Wanfang group is expected to be no more than 1344.74 million yuan (including tax).
The independent directors expressed their prior approval opinions and independent opinions on the proposal and agreed to submit the proposal to the general meeting of shareholders for deliberation. Voting of proposals:
The number of votes entitled to vote was 8, including 8 in favor, 0 against and 0 abstention. Wang Daqing, a related director, avoided voting. The motion was passed by vote.
For details of the proposal, please refer to the company’s announcement in the securities times, Shanghai Securities News, China Securities News and cninfo.com on the same day as this announcement（ http://www.cn.info.com..cn. ）Announcement Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) on the prediction of daily connected transactions with Jiaozuo Wanfang Group Co., Ltd. (Announcement No.: 2021-096).
（6） Proposal on purchasing directors, supervisors and senior managers’ liability insurance
In order to further improve the company’s risk management system, reduce the performance risk and operation risk of all directors, supervisors and senior managers of the company, and protect the legitimate rights and interests of investors, the company plans to purchase liability insurance for the company and its directors, supervisors and senior managers in accordance with the relevant provisions of the standards for the governance of listed companies and other laws and regulations. The specific scheme is as follows:
1. Applicant: Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) ;
2. Insured: Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) and its directors, supervisors and senior managers;
3. Liability limit: no more than RMB 100 million / year;
4. Total insurance premium: no more than 800000 yuan / year (subject to the amount determined through consultation with the insurance company); 5. Insurance period: 12 months (it can be renewed or re insured every year in the future).
The board of directors of the company requests the general meeting of shareholders of the company to authorize the management of the company to handle matters related to the purchase of director supervisor senior liability insurance within the framework of the above liability insurance scheme (including but not limited to determining relevant responsible persons; determining insurance companies; determining insurance amount, premium and other insurance terms; signing relevant legal documents and handling other matters related to insurance and claim settlement), as well as handling renewal or re insurance and other related matters at or before the expiration of the future directors, supervisors and senior liability insurance contract.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting of proposals:
The number of votes entitled to vote is 0, 0 for approval, 0 against and 0 abstention. Since the matter has an interest with all directors, all directors avoid voting.
For details of the proposal, please refer to the company’s announcement in the securities times, Shanghai Securities News, China Securities News and cninfo.com on the same day as this announcement（ http://www.cn.info.com..cn. ）Announcement of Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) on purchasing directors, supervisors and senior management liability insurance (Announcement No.: 2021-097).
（7） Proposal on convening the first extraordinary general meeting of shareholders in 2022
The company will hold the first extraordinary general meeting of shareholders in 2022 in the conference room on the second floor of the company on Tuesday, January 11, 2022. The board of Directors proposes to include the proposal on appointing the company’s audit institution in 2021 and determining its audit fees, the proposal on the prediction of daily connected transactions with Jiaozuo Wanfang Group Co., Ltd. and The proposal on purchasing directors, supervisors and senior managers’ liability insurance was submitted to the company’s first extraordinary general meeting in 2022 for deliberation.
Voting of proposals:
With 9 votes, 7 in favor, 2 against and 0 abstention, the proposal was passed.
The objection of directors Li Chongyang and Wu Yongding is: it is suggested to replace the audit institution and adjust the proposal of the general meeting of shareholders.
For details of the proposal, please refer to the company’s announcement in the securities times, Shanghai Securities News, China Securities News and cninfo.com on the same day as this announcement（ http://www.cn.info.com..cn. ）Notice of Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2021-098).
3、 Documents for future reference
Resolutions of the 24th Meeting of the board of directors signed and sealed by the directors attending the meeting.
It is hereby announced.
Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) board of directors
December 25, 2021
