Securities code: Guocheng Mining Co.Ltd(000688) securities abbreviation: Guocheng Mining Co.Ltd(000688) Announcement No.: 2022022 Guocheng Mining Co.Ltd(000688)
Announcement of resolutions of the 23rd Meeting of the 10th board of supervisors
The company and all members of the board of supervisors 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 23rd Meeting of the 10th board of supervisors was sent by mail and telephone on February 22, 2022. The meeting was held in the conference room on the 16th floor, building 19, zone 16, No. 188, South Fourth Ring West Road, Fengtai District, Beijing by on-site combined with communication voting on March 4, 2022. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attend the meeting. The meeting was presided over by Mr. Yang Shiliang, chairman of the board of supervisors of the company. 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 supervisors in 2021
Voting: 3 in favor, 0 against and 0 abstention.
For details, please refer to the work report of the board of supervisors in 2021 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.
2、 Deliberated and adopted the financial final accounts report of 2021
Voting: 3 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.
3、 Deliberated and adopted the profit distribution plan for 2021
Voting: 3 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 by cash and cash dividends of the company in the last three years has reached 214.78% of the annual distributable profits realized in the last three years, which has met the requirements of "the cumulative profit distributed by cash in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years" in the articles of association and the shareholder return plan for the next three years (20192021). 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.
The board of supervisors believes that the profit distribution plan for 2021 proposed by the board of directors of the company is a prudent decision made in combination with the actual business situation and strategic development plan of the company, complies with relevant laws, regulations, normative documents and the articles of association, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
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 full text and summary of the 2021 Annual Report
Voting: 3 in favor, 0 against and 0 abstention.
After examination, the board of supervisors believes that the procedures of the 2021 annual report prepared and deliberated by the board of directors of the company comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements and major omissions.
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.
5、 Deliberated and adopted the self-evaluation report on internal control in 2021
Voting: 3 in favor, 0 against and 0 abstention.
The board of supervisors believes that the company has established a relatively perfect internal control system and has been fully implemented. The internal control system is sound, reasonable and effective, which can meet the requirements of the company's management and the needs of future development. See the 2021 internal control self-evaluation report published by the company on cninfo.com on the same day for details.
6、 Deliberated and adopted the special report on the annual storage and use of raised funds
Voting: 3 in favor, 0 against and 0 abstention.
The board of supervisors believes that the annual deposit and use of the company's raised funds comply with the relevant provisions of relevant laws, regulations and normative documents, such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the guidelines for supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies. The company stores and uses the raised funds in a special account. The specific use of the raised funds is consistent with the disclosure. There is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
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.
7、 Deliberated and passed the proposal on the prediction of external guarantee amount in 2022
Voting: 3 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.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Deliberated and adopted the proposal on Amending the rules of procedure of the board of supervisors
Voting: 3 in favor, 0 against and 0 abstention.
See the appendix of the announcement for the comparison table of the revised contents of the rules of procedure of the board of supervisors. For the full text, see the rules of procedure of Guocheng Mining Co.Ltd(000688) the board of supervisors published 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.
It is hereby announced.
Annex: comparison table of amendments to the rules of procedure of the board of supervisors
Guocheng Mining Co.Ltd(000688) board of supervisors
March 7, 2022
enclosure:
Rules of procedure of Guocheng Mining Co.Ltd(000688) board of supervisors
Comparison table of revised contents
In accordance with the articles of association and other relevant provisions and in combination with the actual situation of the company, the company plans to revise the rules of procedure of the board of supervisors on matters related to the board of supervisors, as follows:
Original clause revised clause
Article 9 the supervisor shall ensure that the information disclosed by the company is true and accurate. Article 9 the supervisor shall ensure that the information disclosed by the company is true, accurate and complete. Accurate and complete. And sign written confirmation opinions on the periodic report.
