Securities code: 000898 securities abbreviation: Angang Steel Company Limited(000898) Announcement No.: 2021-068 Angang Steel Company Limited(000898)
Announcement on resolutions of the 55th session 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
The 55th session of the 8th board of directors of Angang Steel Company Limited(000898) (hereinafter referred to as the company or Angang Steel Company Limited(000898) ) was held by means of communication on December 30, 2021. The company has 7 directors and 7 directors present at the meeting, reaching the number specified in the articles of association. The meeting is held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. 2、 Deliberations of the board meeting
Proposal 1: the proposal on dismissing Xiao Mingfu as deputy general manager of the company was adopted by 7 affirmative votes, 0 negative votes and 0 abstention votes.
On September 18, 2021, the company issued Angang Steel Company Limited(000898) announcement on the disciplinary review and supervision investigation of senior executives of the company, announcing that Xiao Mingfu, deputy general manager of the company, is suspected of serious violation of discipline and law. At present, he is subject to the disciplinary review of the Discipline Inspection Committee of the Communist Party of China Anshan Iron and Steel Group Co., Ltd. and the supervision and investigation of Guang'an Supervision Committee of Sichuan Province. In view of the fact that the relevant review and investigation are still in progress and Xiao Mingfu is unable to perform his duties as deputy general manager, the board of directors decided to dismiss Xiao Mingfu as deputy general manager of the company. The resolution shall take effect from the date of approval by the board of directors.
As of the date of this announcement, Xiao Mingfu holds 450000 A-share restricted shares of the company. Within six months after he leaves office, his A-share restricted shares are locked, and he cannot actively transfer his shares of the company.
All independent directors expressed their consent to the above proposal as follows:
Xiao Mingfu, the deputy general manager of the company, is still subject to the discipline review of the Discipline Inspection Committee of the Communist Party of China Angang Group Co., Ltd. and the supervision and investigation of the supervision committee of Guang'an City, Sichuan Province, and is unable to perform his duties as deputy general manager. The board of directors dismissed him as deputy general manager, and the procedure is legal and effective.
Proposal 2: the proposal on the appointment of Mr. Zhang Peng as the deputy general manager of the company was adopted by 7 affirmative votes, 0 negative votes and 0 abstention votes.
Due to work needs and according to the nomination of the nomination committee of the board of directors, Mr. Zhang Peng is hereby appointed as the deputy general manager of the company. According to the company law, the Listing Rules of Shenzhen Stock Exchange, the Listing Rules of the stock exchange of Hong Kong and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, Mr. Zhang Peng has rich management experience in iron and steel enterprises and is qualified to serve as the deputy general manager of the company.
Mr. Zhang Peng was a director of Fushun Special Steel Co.Ltd(600399) (hereinafter referred to as Fushun Special Steel Co.Ltd(600399) ) from March 10, 2014 to April 9, 2015. According to the decision on administrative punishment ([2019] No. 147) of the CSRC, Fushun Special Steel Co.Ltd(600399) the total profits disclosed in the annual report from 2010 to 2016 and the report for the third quarter of 2017 are inconsistent with the facts and have false records. Mr. Zhang was warned and fined 50000 yuan by the CSRC in December 2019 for signing the periodic report involved in the case.
The company hired Mr. Zhang Peng as the deputy general manager based on his rich management experience and outstanding personal ability in iron and steel enterprises. Considering his punishment, first, he signed the regular reports involved in the case during his tenure as a director of Fushun Special Steel Co.Ltd(600399) from 2014 to 2015, which is a long time; Second, it was punished for failing to perform the responsibilities of confirmation and review of relevant disclosure matters according to the requirements of diligence, and it was not subjective and intentional false disclosure. The company has a relatively perfect corporate governance system. The company believes that the appointment of Mr. Zhang Peng as the deputy general manager of the company will not affect the standardized operation of the company.
All independent directors expressed their consent to the above proposal as follows:
1. The company's procedures for appointing Mr. Zhang Peng as the company's deputy general manager comply with the company law, the articles of association and other relevant provisions.
2. Mr. Zhang Peng's qualifications and conditions meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
3. After reviewing Mr. Zhang Peng's personal resume and relevant materials, it is not found that he does not comply with relevant laws, regulations and rules, that he is determined as a prohibited person by the CSRC, and that he is not allowed to be nominated as a senior manager.
Proposal 3: the proposal on withdrawing asset impairment loss was adopted by 7 votes in favor, 0 against and 0 abstention.
In order to truly and accurately reflect the company's asset status and operating results and consolidate the asset quality, according to the appraisal results of Zhonglian asset appraisal group Co., Ltd. on the recoverable value of 580 production line (hereinafter referred to as 580 production line) and 800 production line (hereinafter referred to as 800 production line) of large and medium-sized plants and large-scale plants subordinate to the company, In fiscal year 2021, the company accrued asset impairment loss of RMB 304315500 for production line 580 and production line 800.
For details, please refer to China Securities Journal, securities times, Shanghai Securities News and cninfo.com published by the company on December 31, 2021 http://www.cn.info.com..cn. Announcement of Angang Steel Company Limited(000898) on withdrawing asset impairment loss.
Proposal 4: the proposal on the company's acquisition of the assets of the second power plant of Anshan Iron and Steel Group Co., Ltd. (hereinafter referred to as Anshan Iron and steel) was adopted by 5 votes in favor, 0 against and 0 abstention. The proposal is related party transactions, and related directors Mr. Wang Yidong and Mr. Li Zhongwu abstained from voting on the proposal.
For details, please refer to China Securities Journal, securities times, Shanghai Securities News and cninfo.com published by the company on December 31, 2021 http://www.cn.info.com..cn. Announcement of Angang Steel Company Limited(000898) related party transactions on the acquisition of the assets of the second power plant of Anshan Iron and Steel Group Co., Ltd.
All independent directors have issued prior approval opinions on the above proposal, and their consent opinions are as follows:
1. Related directors abstained from voting on the related party transaction at the meeting of the board of directors, and the voting procedures comply with the provisions of relevant laws, regulations and the articles of association. Related party transactions follow the principles of fairness and fairness and comply with legal procedures.
2. The connected transaction is conducted in accordance with general commercial terms and on fair and reasonable terms for the shareholders of the company.
3. The terms of the related party transaction agreement are fair and reasonable, in line with the interests of the company and its shareholders, and will not damage the interests of non related shareholders and minority shareholders.
Proposal V: the proposal on the joint investment and establishment of Angang Industrial Products Co., Ltd. by the company and Delin Dry Port Supply Chain Service Co., Ltd. was adopted by 6 votes in favor, 0 against and 0 abstention. The proposal is a related party transaction, and Mr. Wang Yidong, a related director, avoided voting on the proposal.
For details, please refer to China Securities Journal, securities times, Shanghai Securities News and cninfo.com published by the company on December 31, 2021 http://www.cn.info.com..cn. Announcement on related party transactions of Angang Industrial Products Co., Ltd. jointly invested with Delin Dry Port Supply Chain Service Co., Ltd.
All independent directors have issued prior approval opinions on the above proposal, and their consent opinions are as follows:
1. Related directors abstained from voting on the related party transaction at the meeting of the board of directors, and the voting procedures comply with the provisions of relevant laws, regulations and the articles of association. Related party transactions follow the principles of fairness and fairness and comply with legal procedures.
2. The connected transaction is conducted in accordance with general commercial terms and on fair and reasonable terms for the shareholders of the company.
3. The terms of the related party transaction agreement are fair and reasonable, in line with the interests of the company and its shareholders, and will not damage the interests of non related shareholders and minority shareholders.
3、 Documents for future reference
1. The resolution of the board of directors signed by the attending directors and stamped with the seal of the board of directors;
2. Opinions of independent directors;
3. Other documents required by SZSE.
Angang Steel Company Limited(000898) board of directors December 30, 2021 Annex:
Resume of Mr. Zhang Peng:
Mr. Zhang Peng, born in March 1973, is a Chinese national without overseas residency. He is now a director and senior engineer of Anshan Iron and Steel Group Co., Ltd. Mr. Zhang Peng graduated from the Department of material physics of Beijing University of science and technology in 1994, majoring in metal physics, with a Bachelor of engineering degree; From 2002 to 2010, he studied as a postgraduate majoring in material processing engineering in the school of materials and metallurgy of Northeast University and obtained a doctor's degree in engineering. Mr. Zhang Peng once served as deputy general manager of Benxi Iron and Steel Group Co., Ltd., vice mayor of Fuxin City, Liaoning Province, general manager, vice chairman and Deputy Secretary of the Party committee of Northeast Special Steel Group Co., Ltd., director of Fushun Special Steel Co.Ltd(600399) (hereinafter referred to as Fushun Special Steel Co.Ltd(600399) ), member of the Standing Committee of the Party committee of Benxi Iron and Steel Group Co., Ltd.
Mr. Zhang Peng does not hold shares of the company at present. In addition to the above disclosure, Mr. Zhang Peng has no affiliated relationship with shareholders holding more than 5% of the company's shares, actual controllers, other directors, supervisors and senior managers of the company, and Mr. Zhang does not have any of the following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) Being prohibited from entering the securities market by the CSRC, and the term has not expired; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of the listed company, and the term has not expired; (4) Publicly denounced by the stock exchange or criticized in more than three circulars in the past three years; (5) Being placed on file for investigation by judicial organs due to suspected crimes or being placed on file for investigation by CSRC due to suspected violations of laws and regulations, and there is no clear conclusion; (6) It is publicized by the CSRC on the public 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.
Mr. Zhang has been subject to administrative punishment by the CSRC in the last three years. According to the decision on administrative punishment of the CSRC ([2019] No. 147), Fushun Special Steel Co.Ltd(600399) the total profits disclosed in the annual report from 2010 to 2016 and the report for the third quarter of 2017 are inconsistent with the facts and have false records. Mr. Zhang served as a Fushun Special Steel Co.Ltd(600399) director from March 10, 2014 to April 9, 2015, and signed the periodic report involved during his tenure. Therefore, Mr. Zhang was warned by the CSRC and fined 50000 yuan in December 2019.
