Securities code: Guocheng Mining Co.Ltd(000688) securities abbreviation: Guocheng Mining Co.Ltd(000688) Announcement No.: 2022021 Guocheng Mining Co.Ltd(000688)
Announcement of resolutions of the 39th meeting of the 11th 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.
Guocheng Mining Co.Ltd(000688) (hereinafter referred to as “the company”) the notice of the 39th meeting of the 11th board of directors was sent by mail and telephone on February 22, 2022, and the meeting was held in the conference room on the 16th floor, building 19, zone 16, South Fourth Ring West Road, Fengtai District, Beijing by means of on-site and communication voting on March 4, 2022. There are 9 directors who should attend the meeting and 9 actually attended the meeting. The meeting was presided over by Mr. Wu Cheng, chairman of the company. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of the meeting met the relevant provisions of laws and regulations, normative documents and the articles of association. The following resolutions were adopted at the meeting:
1、 Deliberated and adopted the work report of the board of directors in 2021
Voting: 9 in favor, 0 against and 0 abstention.
See the work report of the board of directors in 2021 published by the company on cninfo.com on the same day for details. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The independent directors of the company submitted the report on their work in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. For details, please refer to the report on the work of independent directors in 2021 published by the company on cninfo.com on the same day.
2、 Deliberated and adopted the 2021 general manager’s work report
No votes, 9 abstentions.
3、 Financial report of 2021
Voting: 9 in favor, 0 against and 0 abstention.
For details, please refer to the 2021 audit report published by the company on cninfo.com on the same day.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Deliberated and adopted the profit distribution plan for 2021
Voting: 9 in favor, 0 against and 0 abstention.
Audited by Tianjian Certified Public Accountants (special general partnership), the parent company of the company realized a net profit of 36103493463 yuan in 2021, an undistributed profit of 48132010301 yuan at the beginning of the year, and a cumulative profit available for distribution to shareholders of 78011248673 yuan after withdrawing 3610349346 yuan of legal surplus reserve; In the consolidated statement of the company, the net profit in 2021 was 20754169434 yuan, the undistributed profit at the beginning of the year was 1172219832 yuan, and the accumulated profit available for distribution to shareholders was 131751112963 yuan after withdrawing 3610349346 yuan from the statutory surplus reserve.
The cumulative amount of shares repurchased and cash dividends paid by the company in recent three years has reached 214.78% of the average annual distributable profit achieved in recent three years, It has met the requirements in the articles of association and the shareholder return plan for the next three years (20192021) “the accumulated profits distributed by the company in cash in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years”. According to the strategic development plan, the company will implement a number of large-scale projects of mine development, industrial construction and technological transformation and production expansion in 2022, all of which need to invest a lot of money. In order to effectively promote the company’s industrial development and meet the capital needs of the above projects, the company needs to make corresponding capital reserves and financing, so as to protect the medium and long-term interests of all shareholders of the company. After fully considering the above comprehensive factors such as the company’s development plan, project plan and capital demand, the profit distribution plan for 2021 proposed by the board of directors of the company is not to carry out profit distribution (including cash dividend and stock dividend distribution), nor to convert capital reserve into share capital. The independent directors of the company have expressed independent opinions on this matter.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Deliberated and adopted the full text and summary of the 2021 Annual Report
Voting: 9 in favor, 0 against and 0 abstention.
For details, please refer to the 2021 annual report and 2021 annual report summary published by the company on cninfo.com on the same day.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Deliberated and adopted the self-evaluation report on internal control in 2021
Voting: 9 in favor, 0 against and 0 abstention.
According to the identification of major defects in the company’s internal control over financial reporting, the company found no major defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report. According to the identification of major defects in the company’s internal control over non-financial reports, the company found no major defects in the company’s internal control over non-financial reports on the benchmark date of the internal control evaluation report.
The independent directors of the company have expressed independent opinions on this matter.
See the 2021 internal control self-evaluation report published by the company on cninfo.com on the same day for details.
7、 Deliberated and adopted the special report on the annual storage and use of raised funds
Voting: 9 in favor, 0 against and 0 abstention.
In accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the board of directors of the company prepared the special report on the annual storage and use of raised funds, and the annual audit institution and the recommendation institution of the company also issued the authentication report and verification report on this matter respectively. The independent directors of the company have expressed independent opinions on this matter.
For details, please refer to the special report on the annual storage and use of raised funds, the verification report on the annual storage and use of raised funds and the special verification report on the storage and actual use of raised funds in Hongta Securities Co.Ltd(601236) 2021 published by the company on cninfo.com on the same day.
8、 Deliberated and passed the proposal on the prediction of external guarantee amount in 2022
Voting: 9 in favor, 0 against and 0 abstention.
For details, see the announcement on the forecast of external guarantee amount in 2022 published by the company on cninfo.com on the same day.
The independent directors of the company have expressed independent opinions on this matter.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Deliberated and adopted the proposal on renewing the appointment of 2022 financial report and internal control audit institution. Voting: 9 in favor, 0 against and 0 abstention.
For details, please refer to the announcement on re employment of 2022 financial report and internal control audit institution published by the company on cninfo.com on the same day.
The independent directors of the company have expressed their prior approval and independent opinions on this matter.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Deliberated and passed the proposal on Amending the articles of association and some systems
Voting: 9 in favor, 0 against and 0 abstention.
See the appendix of the announcement for the comparison table of the amendments to the articles of association and some system amendments. For the full text, see the articles of association and some systems published by the company on cninfo on the same day.
The management system of Guocheng Mining Co.Ltd(000688) external financial assistance in this proposal shall come into force from the date of the resolution of the board of directors; In this proposal, the articles of association of Guocheng Mining Co.Ltd(000688) the rules of procedure of Guocheng Mining Co.Ltd(000688) general meeting of shareholders, the rules of procedure of Guocheng Mining Co.Ltd(000688) board of directors, the working system of Guocheng Mining Co.Ltd(000688) independent directors, the management system of Guocheng Mining Co.Ltd(000688) external guarantee and the management system of Guocheng Mining Co.Ltd(000688) external donation need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
11、 Deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders
Voting: 9 in favor, 0 against and 0 abstention.
For details, see the notice on convening the 2021 annual general meeting of shareholders published by the company on cninfo.com on the same day.
It is hereby announced
Annex: comparison table of amendments to the articles of association and amendments to some system contents
Guocheng Mining Co.Ltd(000688) board of directors March 7, 2022
Annex: comparison table of amendments to the articles of association and some system amendments
Guocheng Mining Co.Ltd(000688) articles of Association
Amendment
In accordance with the company law of the people’s Republic of China, the guidelines for the governance of listed companies (revised in November 2018), the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for the articles of association of listed companies (revised in 2022) and other relevant provisions, and in combination with the actual situation of the company, it is proposed to revise some provisions of the articles of association. The details are as follows:
Original clause revised clause
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with laws and Article 24. However, in accordance with the provisions of administrative regulations, departmental rules and the articles of association, the acquisition of shares of the company is subject to one of the following circumstances:
(1) reducing the registered capital of the company;
（1） Reduce the registered capital of the company; （2） Merger with other companies holding shares of the company;
（2） Merger with other companies holding shares of the company; （3） Use shares for employee stock ownership plan or equity incentive;
（3） Use shares for employee stock ownership plan or equity incentive; （4） (4) the shareholders request the company to purchase their shares because they disagree with the resolution on the merger or division of the company made by the general meeting of shareholders;
Dissenting and requiring the company to purchase its shares; （5） (5) converting shares into convertible stocks issued by a listed company; (5) converting shares into convertible corporate bonds issued by a listed company;
Corporate bonds; （6） It is necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
（6） Listed companies are required to safeguard the company’s value and shareholders’ rights and interests
Required. Except for the above circumstances, the company will not buy or sell the shares of the company
Share your activities.
Article 25 If the company purchases its shares for the reasons specified in Item (I) of Article 23 and item (II) of Article 26 of the articles of association, it shall purchase its shares for the reasons specified in Item (I) and item (II) of Article 24 of the articles of association, and the resolution of the general meeting shall be adopted. Items (III) and (V) of Article 23 of the articles of association shall be resolved by the general meeting of shareholders. If the company’s shares are purchased for the reasons specified in items (III), (VI) and (VI) of Article 24 of the articles of association, the company’s shares shall be purchased for the reasons specified in items (V) and (VI)
The resolution of the board meeting attended by more than two-thirds of the directors is approved. After the company purchases the shares of the company in accordance with Article 23 in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, it belongs to the resolution of the meeting of the board of directors attended by more than two-thirds of the directors.
In the case of item (I), it shall be cancelled within 10 days from the date of acquisition; After the company purchases the shares of the company in accordance with Article 24, if it falls under the circumstances of items (II) and (IV), it shall transfer or cancel it within 6 months. If it falls under the circumstances of item (I), it shall transfer or cancel it within 10 days from the date of acquisition; Belonging to items (III), (V) and (VI); In the case of items (II) and (IV), the total number of shares of the company held by the company shall not exceed the number of shares of the company transferred or cancelled within months; If it belongs to item (III), (V) and 10% of the total issued shares of the company and should be transferred within 3 years or note item (VI), the total number of shares of the company held by the company shall not be cancelled. May exceed the total issued shares of the company
