Yunnan Aluminium Co.Ltd(000807)
Securities code: 000807 securities abbreviation: Yunnan Aluminium Co.Ltd(000807) Announcement No.: 2021-072 Yunnan Aluminium Co.Ltd(000807)
Announcement on resolutions of the 10th 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 and complete without false records, misleading statements or major omissions.
1、 Convening of board meeting
(i) The notice of the 10th meeting of the 8th board of directors of Yunnan Aluminium Co.Ltd(000807) (hereinafter referred to as ” Yunnan Aluminium Co.Ltd(000807) ” or “the company”) was sent in writing, fax or e-mail on Friday, December 17, 2021.
（2） The meeting was held by means of communication voting on Monday, December 27, 2021.
（3） 10 directors should attend the meeting, and 10 directors actually attend the meeting by means of communication.
（4） The 10th meeting of the 8th board of directors of the company was held in accordance with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions.
2、 Deliberations of the board meeting
The meeting considered and adopted the following proposals by means of communication voting:
(i) Plan on increasing registered capital of the company
September 26, 2021, The company received the reply on approving Yunnan Aluminium Co.Ltd(000807) non-public offering of shares (zjxk [2021] No. 3086) issued by China Securities Regulatory Commission, which approved the company’s non-public offering of no more than 938461966 new shares. On November 29, 2021, the company issued Aluminum Corporation Of China Limited(601600) to qualified specific investors , central enterprise rural industry investment fund Co., Ltd., CAITONG Fund Management Co., Ltd., Huaxia Fund Management Co., Ltd., Guotai Junan Securities Co.Ltd(601211) , Barclays Bank PLC, JPMorgan Chase Bank, 17 investors including National Association issued RMB common shares (A shares) 339750849 shares in total. The registration procedures for the new shares in this non-public offering were completed in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on December 10, 2021 and will be listed on Shenzhen Stock Exchange on December 28, 2021. The total share capital of the company increased from 3128206556 shares to 3467957405 shares, and the registered capital increased from 3128 yuan, RMB 206556 increased to RMB 3467957405. This plan shall be submitted to the general meeting of shareholders of the company for deliberation. When deliberated by the general meeting of shareholders, the proposal is a special resolution of the general meeting of shareholders, which must be passed by more than 2 / 3 of the total voting shares held by the shareholders and their authorized representatives attending the general meeting of shareholders. Voting results: 10 in favor, 0 against and 0 abstention.
（2） Revision of the
<公司章程>
Emergency plan for
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
Yunnan Aluminium Co.Ltd(000807)
According to the company law, securities law and other laws, regulations and normative documents, in view of the fact that the company’s non-public offering of shares has been completed and the total share capital of the company has changed, the articles of association are proposed to be revised accordingly. For details, please refer to Yunnan Aluminium Co.Ltd(000807) about Revision disclosed by the company on the designated information disclosure media
<公司章程>
Announcement of (Announcement No.: 2021-073).
This plan shall be submitted to the general meeting of shareholders of the company for deliberation. When deliberated by the general meeting of shareholders, the proposal is a special resolution of the general meeting of shareholders, which must be passed by more than 2 / 3 of the total voting shares held by the shareholders and their authorized representatives attending the general meeting of shareholders. Voting results: 10 in favor, 0 against and 0 abstention.
（3） Revision of the
< Yunnan Aluminium Co.Ltd(000807) 募集资金使用管理制度>
Proposal for
In order to further standardize the use and management of the company’s raised funds and maximize the interests of investors, in accordance with the company law, the securities law, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, the stock listing rules of Shenzhen Stock Exchange The company revised and improved the management system for the use of Yunnan Aluminium Co.Ltd(000807) raised funds in accordance with the provisions of relevant laws, regulations, normative documents such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association and the actual situation of the company. For details, see the management system for the use of Yunnan Aluminium Co.Ltd(000807) raised funds disclosed by the company on the designated information disclosure media.
Voting results: 10 in favor, 0 against and 0 abstention.
（4） Proposal on using raised funds to replace self raised funds of projects invested with raised funds in advance
The company used the raised funds to replace the self raised funds previously invested in the green low-carbon hydropower aluminum integration project of Yunnan Wenshan Aluminum Co., Ltd., with a total replacement fund of RMB 736256012.70, The qualified Zhongshen Zhonghuan Certified Public Accountants (special general partnership) has issued an assurance report on the matter. The independent directors, the board of supervisors and the recommendation institution of the company have expressed their consent to the matter. For details, see Yunnan Aluminium Co.Ltd(000807) announcement on replacing self raised funds of pre invested projects with raised funds disclosed by the company on the designated information disclosure media (Announcement No.: 2021-074). Voting results: 10 in favor, 0 against and 0 abstention.
（5） Proposal on using part of the raised funds to provide entrusted loans to Yunnan Wenshan Aluminum Co., Ltd., a wholly-owned subsidiary, to implement raised investment projects
According to the needs of the construction of the raised investment project, the company used the raised funds of RMB 125000000.00 in the form of entrusted loans to Yunnan Wenshan Aluminum Co., Ltd., a wholly-owned subsidiary of the company that is the implementation subject of the raised investment project “Wenshan low-grade bauxite comprehensive utilization project” and “green low-carbon hydropower aluminum material integration project”, Among them, the raised funds for “Wenshan low and medium grade bauxite comprehensive utilization project” are RMB 20000000.00, and the raised funds for “green low-carbon hydropower aluminum material integration project” are RMB 1230000000.00. The loan term is 1 year, which is interest free loan. The independent directors, the board of supervisors and the recommendation institution of the company have expressed their consent on this matter. See the company for details
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
Yunnan Aluminium Co.Ltd(000807) announcement on using part of the raised funds to provide entrusted loans to Yunnan Wenshan Aluminum Co., Ltd., a wholly-owned subsidiary, for raising investment projects (Announcement No.: 2021-075) disclosed on the designated information disclosure media.
Voting results: 10 in favor, 0 against and 0 abstention.
（6） Plan on the company’s by election of Mr. Gao Lidong as a director
Due to Mr. Zheng Lihai’s resignation as a director of the company, the shareholder Aluminum Corporation Of China Limited(601600) of the company nominated Mr. Gao Lidong as a director candidate of the company. After the qualification examination of the nomination committee of the board of directors, Mr. Gao Lidong meets the requirements of the company law and other relevant laws, regulations and regulations, and has the corresponding qualification and ability to serve as a director of the company, The appointment procedures shall comply with the provisions of the company law and the articles of association. The term of office starts from the date of election and approval by the general meeting of shareholders to the date of expiration of the eighth board of directors. The independent directors of the company expressed their independent opinions on the by election of Mr. Gao Lidong as a director.
The plan shall be submitted to the general meeting of shareholders of the company for deliberation, and Mr. Gao Lidong’s resume is attached.
Voting results: 10 in favor, 0 against and 0 abstention.
（7） Proposal on notice of convening the first extraordinary general meeting of shareholders in 2022
According to work needs, The company will hold the first extraordinary general meeting of shareholders in 2022 on Wednesday, January 12, 2022 by combining on-site and online voting. For details, see the notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed by the company on the designated information disclosure media (Announcement No.: 2021-077). Voting results: 10 in favor, 0 against and 0 abstention.
Yunnan Aluminium Co.Ltd(000807) board of directors
December 27, 2021
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
Yunnan Aluminium Co.Ltd(000807)
Resume of Mr. Gao Lidong:
Gao Lidong, male, Han nationality, was born in October 1969. He began working in July 1992 and joined the Communist Party of China in June 1991. He has a Bachelor of engineering, a master of business administration and a senior accountant. He has successively served as a teacher in the accounting department of North University of technology; Cadre of Finance Department of China Nonferrous Metals Industry Corporation; Cadres of China Nonferrous Metals asset management company of the State Administration of nonferrous metals industry; Deputy director of financial management division of Finance Department of China copper lead zinc Group Corporation; Assistant Investigator of the first Supervision Office of the Enterprise Supervision Bureau of the State Economic and Trade Commission; Assistant Investigator of the first inspection division of the special inspector’s office for major projects of the national development and Reform Commission; Aluminum Corporation Of China Limited(601600) director of General Office (Asset Management Office) of corporate finance department; Yunnan Copper Co.Ltd(000878) Chief financial officer and Secretary of the board of directors; Head of finance department and general manager of Finance Department of China Copper Co., Ltd; Chief financial officer of Chinalco Mineral Resources Co., Ltd; Chief financial officer, director and chief representative of Beijing Representative Office of Chinalco mining International; Vice president and director of Chinalco Peru mining company; Deputy general manager of Chinalco southeast Copper Co., Ltd; Deputy general manager of China copper southeast Copper Co., Ltd. He is currently the general manager and securities affairs representative of Aluminum Corporation Of China Limited(601600) Financial Assets Department (Board Office), supervisor of Baotou Aluminum Co., Ltd., China Aluminum International Engineering Corporation Limited(601068) Trade Group Co., Ltd., supervisor of Chinalco Mining Co., Ltd., supervisor of Chinalco Shandong Co., Ltd., supervisor of Chinalco Zhongzhou Aluminum Co., Ltd., director of Chinalco Capital Holding Co., Ltd. and director of Chinalco Shanxi new materials Co., Ltd.
Mr. Gao Lidong is not under any of the circumstances specified in Article 146 of the company law; Not prohibited from entering the securities market by the CSRC; Has not been publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; No administrative penalty imposed by the CSRC in the last three years; It has not been publicly condemned or criticized by the stock exchange in the past three years; No case has been filed for investigation by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations; It has not been publicized by the CSRC on the open inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court; There is an association relationship with shareholders and actual controllers holding more than 5% of the company’s shares, and there is no association relationship with other directors, supervisors and senior managers of the company. At present, Mr. Gao Lidong does not hold shares of the company.
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
