Stock abbreviation: Hainan Strait Shipping Co.Ltd(002320) Stock Code: Hainan Strait Shipping Co.Ltd(002320) Announcement No.: 202204 Hainan Strait Shipping Co.Ltd(002320)
Announcement on the resolution of the sixth meeting of the seventh board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Hainan Strait Shipping Co.Ltd(002320) (hereinafter referred to as "the company" or " Hainan Strait Shipping Co.Ltd(002320) ") sent the notice of the sixth meeting of the seventh board of directors and relevant proposals and other materials to all directors in the form of OA and e-mail on February 25, 2022. The meeting was held on the morning of March 9, 2022 in the conference room on the 14th floor of Ganghang building, Binhai Avenue, Haikou City, Hainan Province. The meeting was convened by the board of directors of the company and presided over by Chairman Wang Shanhe. Chairman Wang Shanhe, directors Lin Jian, Zhu huomeng, Li Hua, Li Jianchun, independent directors he Chunhai, Wang Hongbin and Hu xiuqun attended the on-site meeting. Directors Tang Liangyu, Lai Xuanyao and independent director Hu Zhengliang attended the meeting by means of communication voting. Li Yan, chairman of the board of supervisors, Zeng Xiangyan, Chen qiongfeng and Wu Yan, supervisors, and ye Wei, Zhu Runzi, Liu Xiaowei, pan Hu, Wang Wu and CAI nijian, senior managers of the company, attended the meeting as nonvoting delegates. The convening and convening procedures of this meeting comply with the relevant provisions of the company law and the articles of association. After full deliberation, the directors present at the meeting voted and adopted the following resolutions:
1、 The meeting considered and adopted the proposal on the work report of the board of directors in 2021 with 11 votes in favor, 0 against and 0 abstention. The company's annual report to be submitted to the shareholders' meeting on November 2021 on www.info.cn.
Independent directors Mr. He Chunhai, Mr. Hu Zhengliang, Mr. Wang Hongbin and Ms. Hu xiuqun submitted the report on the work of independent directors 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, see http://www.cn.info.com.cn on March 11, 2022.
2、 The meeting deliberated and adopted the proposal on the general manager's work report in 2021 with 11 votes in favor, 0 against and 0 abstention.
3、 The meeting considered and adopted the proposal on the financial statement report of 2021 by 11 votes in favor, 0 against and 0 abstention. The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, see http://www.cn.info.com.cn.cn on March 11, 2022.
The financial and accounting report of the company in 2021 was audited by Tianzhi International Certified Public Accountants (special general partnership) and issued the standard unqualified audit report (Tianzhi Zi [2022] No. 7131). In 2021, the company achieved a total operating revenue of 13991039 million yuan, a year-on-year increase of 30.43%; The total profit was 337394 million yuan, a year-on-year increase of 14.34%; The net profit attributable to the owners of the parent company was 265883600 yuan, a year-on-year increase of 6.61%; The basic earnings per share is 0.12 yuan; The weighted average return on net assets is 6.75%.
4、 The meeting considered and adopted the proposal on the financial budget plan for 2022 with 11 votes in favor, 0 against and 0 abstention. The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, see http://www.cn.info.com.cn.cn on March 11, 2022.
5、 The meeting considered and adopted the proposal on the investment plan for 2022 with 11 votes in favor, 0 against and 0 abstention. The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, see http://www.cn.info.com.cn.cn on March 11, 2022.
6、 The meeting considered and adopted the proposal on the profit distribution plan for 2021 by 11 votes in favor, 0 against and 0 abstention. The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The undistributed profit of the parent company's shares at the beginning of the year, plus the statutory profit of the company's general accounting firm, is RMB 202690209 yuan, which is the undistributed profit of the company's shareholders at the beginning of the year, plus the statutory profit of the company's general accounting firm, which is RMB 202690200 yuan, Less 20803376412 yuan of cash dividends distributed in the reporting period, the profit available for distribution to shareholders of the company is 91027662049 yuan.
In 2021, based on 2228933187 shares of the company's total share capital on December 31, 2021, it is proposed to distribute cash dividends of 1.00 yuan (tax included) and bonus shares of 0 shares (tax included) to all shareholders for every 10 shares, and do not transfer capital reserve to all shareholders. The remaining undistributed profits are carried forward to the following years. The company's profit distribution complies with the provisions and requirements of relevant laws and regulations and the company's dividend commitment. The independent directors expressed their independent opinions on the matter. See cninfo.com on March 11, 2022 for details.
7、 The meeting considered and adopted the proposal on the company's annual report and summary in 2021 with 11 votes in favor, 0 against and 0 abstention. The board of supervisors issued audit opinions on this matter. The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
See cninfo.com.cn on March 11, 2022 for the detailed contents of the annual report and summary of 2021 and the review opinions of the board of supervisors, The summary of the 2021 annual report was published in the securities times and China Securities Journal on the same day.
8、 The meeting considered and adopted the proposal on the report on the remuneration and performance evaluation of senior managers in 2021 by 11 votes in favour, 0 against and 0 abstention.
The independent directors expressed their independent opinions on this matter. For the detailed contents of the report on the remuneration and performance evaluation of senior managers in 2021, please refer to cninfo.com.cn on March 11, 2022. 9、 The meeting considered and adopted the proposal on the continuous connected transaction with COSCO Shipping finance company in 2022 by 6 votes in favor, 0 against and 0 abstention.
For details, please refer to the announcement on continuous connected transactions with COSCO Shipping finance company in 2022 disclosed in China Securities Journal, securities times and cninfo on March 11, 2022. The independent directors of the company have expressed their independent opinions and prior approval opinions on the matter. See http://www.cninfo.com.cn on the same day for details. Related directors Wang Shanhe, Lin Jian, Zhu huomeng, Li Hua and Li Jianchun avoided voting on the proposal.
The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 The meeting considered and adopted the proposal on the continuous risk assessment report of related party transactions between the company and COSCO Shipping Finance Co., Ltd. with 6 votes in favor, 0 against and 0 abstention. For details, please refer to the continuous risk assessment report on connected transactions between the company and COSCO Shipping finance company disclosed in China Securities Journal, securities times and cninfo on March 11, 2022. Related directors Wang Shanhe, Lin Jian, Zhu huomeng, Li Hua and Li Jianchun avoided voting on the proposal. The independent directors of the company have expressed their independent opinions and prior approval opinions on the matter. See http://www.cninfo.com.cn on the same day for details.
11、 The meeting considered and adopted the proposal on hiring an audit institution in 2022 with 11 votes in favor, 0 against and 0 abstention.
The company plans to employ Tianzhi international accounting firm (special general partnership) as the audit institution for the company's financial report and internal control in 2022, and the audit fee shall not exceed 1.65 million yuan. The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The independent directors expressed their independent opinions and prior approval opinions on the matter. For details, see http://www.cn.info.com.cn.cn on March 11, 2022.
12、 With 11 votes in favor, 0 against and 0 abstention, the meeting deliberated and adopted the proposal on the provision for asset impairment of the assets to be demolished in the new harbor area, and approved the provision for asset impairment of 520884 million yuan for the assets to be demolished in the new harbor area. For details of the proposal, please refer to the announcement on withdrawing asset impairment provision for assets to be demolished in Xinhai port area disclosed by the company in China Securities Journal, securities times and cninfo.com on March 11, 2022. The proposal will be submitted to the 2021 general meeting of shareholders for deliberation.
13、 The meeting considered and adopted the proposal on the financing scheme for the acquisition of phase II assets of automobile passenger and cargo ro Ro Terminal in xinhaigang district with 11 votes in favor, 0 against and 0 abstention. It is decided to submit the proposal to the 2021 general meeting of shareholders for deliberation.
On May 31, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the implementation of phase II terminal asset acquisition project of automobile passenger and cargo ro Ro Terminal in xinhaigang district, Haikou Xinhai Ferry Terminal Co., Ltd. (hereinafter referred to as "Xinhai ferry"), a wholly-owned subsidiary of the company, was approved to purchase phase II wharf of automobile passenger and cargo ro Ro Terminal in xinhaigang district (hereinafter referred to as "the project") for 9375105 million yuan. The project fund has been solved by borrowing from shareholders in the early stage. Now it is proposed to raise funds through "self owned funds + bank loans" for the repayment of shareholders' loans. Xinhai ferry plans to raise 500 million yuan from banks in the form of credit guarantee, with a loan term of no more than 7 years, and the financing interest rate is the market quotation rate (LPR) of loans with a term of more than 5 years published by the national interbank lending center minus 125 basis points.
14、 The meeting deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders of the company with 11 votes in favor, 0 against and 0 abstention.
The company decided to hold the 2021 annual general meeting of shareholders of the company in Haikou City, Hainan Province on April 1, 2022. For details, see the securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on March 11, 2022 Announcement on convening the 2021 annual general meeting of shareholders disclosed.
It is hereby announced
Hainan Strait Shipping Co.Ltd(002320)
Board of directors
March 11, 2002
