Securities code: Jiangsu Shagang Co.Ltd(002075) securities abbreviation: Jiangsu Shagang Co.Ltd(002075) Announcement No.: pro 2022005 Jiangsu Shagang Co.Ltd(002075)
Announcement on the resolutions of the 16th meeting of the seventh 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、 Meetings of the board of directors
1. Jiangsu Shagang Co.Ltd(002075) (hereinafter referred to as “the company”) the notice of the 16th meeting of the seventh board of directors was sent by telephone, e-mail and other means on March 11, 2022. The meeting of the board of directors was held by means of communication voting on March 14, 2022.
2. There are 7 directors who should attend this board meeting and 7 actually attended.
3. The meeting was presided over by Mr. He Chunsheng, chairman of the company. All supervisors and senior managers of the company attended the meeting as nonvoting delegates.
4. The convening of this board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
After careful deliberation by the directors attending the meeting, the meeting deliberated and voted by open ballot, and the following resolutions were formed:
1. The proposal on the prediction of daily connected transactions in 2022 was deliberated and adopted.
According to the daily production and operation needs of the company and its holding subsidiaries, the total amount of daily connected transactions with the controlling shareholder Jiangsu Shagang Group Co., Ltd. and its related parties in 2022 is expected to be no more than 5.26 billion yuan.
The announcement on the forecast of daily connected transactions in 2022 was published in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com on March 15, 2022（ http://www.cn.info.com.cn. ）。
The independent directors of the company issued independent opinions on the company’s daily connected transaction forecast in 2022. The independent directors’ prior approval opinions on the daily connected transaction forecast in 2022 and the independent directors’ independent opinions on matters related to the 16th meeting of the seventh board of directors were published on cninfo.com on March 15, 2022（ http://www.cn.info.com.cn. ）。
Voting: 5 in favor, 0 against and 0 abstention. As the chairman of the company, Mr. He Chunsheng, served as the director of Jiangsu Shagang Group Co., Ltd. and the director of the company, Mr. Qian Zheng, served as the chairman of the board of supervisors of Jiangsu Shagang Group Co., Ltd., he was an affiliated director and avoided voting. This proposal was unanimously adopted by all non affiliated directors.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. The proposal on Amending the articles of association was deliberated and adopted.
According to the latest provisions of relevant laws, regulations and normative documents such as the guidelines for the articles of association of listed companies and the Listing Rules of Shenzhen Stock Exchange, and in combination with the actual situation of the company, the articles of association are revised. The specific contents of the revised articles of association were published on cninfo.com on March 15, 2022（ http://www.cn.info.com.cn. ）； The specific contents of the announcement on Amending the articles of association were published in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com on March 15, 2022（ http://www.cn.info.com.cn. ）。
Voting: 7 in favor, 0 against and 0 abstention. The proposal was unanimously adopted by all directors.
This proposal needs to be submitted to the company’s first extraordinary general meeting in 2022 for deliberation, and must be approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the general meeting.
3. The proposal on Amending the rules of procedure of the general meeting of shareholders was deliberated and adopted.
In accordance with the latest provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules of the general meeting of shareholders of listed companies, the articles of association and other relevant laws, administrative regulations and normative documents, and in combination with the actual situation of the company, the rules of procedure of the general meeting of shareholders are revised.
The details of the revised rules of procedure of the general meeting of shareholders were published on cninfo.com on March 15, 2022（ http://www.cn.info.com.cn. ）。
Voting: 7 in favor, 0 against and 0 abstention. The proposal was unanimously adopted by all directors.
This proposal needs to be submitted to the company’s first extraordinary general meeting in 2022 for deliberation, and must be approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the general meeting.
4. The proposal on Amending the rules of procedure of the board of directors was deliberated and adopted.
In accordance with the latest provisions of the company law of the people’s Republic of China, the articles of association and other relevant laws, administrative regulations and normative documents, and in combination with the actual situation of the company, the rules of procedure of the board of directors are revised.
The revised rules of procedure of the board of directors were published on cninfo.com on March 15, 2022（ http://www.cn.info.com.cn. ）。
Voting: 7 in favor, 0 against and 0 abstention. The proposal was unanimously adopted by all directors. This proposal needs to be submitted to the company’s first extraordinary general meeting in 2022 for deliberation, and must be approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the general meeting.
5. The proposal on Amending the independent director system was deliberated and adopted.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and other relevant laws, administrative regulations and normative documents, and in combination with the actual situation of the company, Revise the independent director system.
The specific contents of the revised independent director system were published on cninfo.com on March 15, 2022（ http://www.cn.info.com.cn. ）。
Voting: 7 in favor, 0 against and 0 abstention. The proposal was unanimously adopted by all directors. This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
6. The proposal on Revising the external guarantee management system was deliberated and adopted.
In accordance with the latest provisions of relevant laws, administrative regulations and normative documents such as the company law of the people’s Republic of China, the civil code of the people’s Republic of China, the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association, and in combination with the actual situation of the company, The board of directors of the company agreed to revise the external guarantee management system.
The specific contents of the revised external guarantee management system were published on cninfo.com on March 15, 2022（ http://www.cn.info.com.cn. ）。
Voting: 7 in favor, 0 against and 0 abstention. The proposal was unanimously adopted by all directors. This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
7. The proposal on Amending the related party transaction management system was deliberated and adopted.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, the articles of association and other relevant laws, administrative regulations and normative documents, and in combination with the actual situation of the company, Revise the related party transaction management system.
The specific contents of the revised management system for connected transactions were published on cninfo.com on March 15, 2022（ http://www.cn.info.com.cn. ）。
Voting: 7 in favor, 0 against and 0 abstention. The proposal was unanimously adopted by all directors. This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
8. The proposal on Revising the management system of raised funds was deliberated and adopted.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines on self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the guidelines on supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the articles of association and other relevant laws and administrative regulations According to the latest provisions of normative documents, the management system of raised funds is revised in combination with the actual situation of the company.
The revised management system for raised funds was published on cninfo.com on March 15, 2022（ http://www.cn.info.com.cn. ）。
Voting: 7 in favor, 0 against and 0 abstention. The proposal was unanimously adopted by all directors. This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
9. The proposal on Amending the registration and filing system for insiders of insider information was deliberated and adopted.
In accordance with the latest provisions of relevant laws, administrative regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures for information disclosure of listed companies, the registration and management system for insiders of listed companies, the articles of Association, and in combination with the actual situation of the company, Revise the registration and reporting system for insiders of insider information.
The specific contents of the revised registration and reporting system for insiders were published on cninfo.com on March 15, 2022（ http://www.cn.info.com.cn. ）。
Voting: 7 in favor, 0 against and 0 abstention. The proposal was unanimously adopted by all directors.
10. The proposal on Amending the management system for directors, supervisors and senior managers to hold and buy and sell the company’s shares was deliberated and adopted.
In accordance with the latest provisions of relevant laws, administrative regulations and normative documents, such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes, the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 10 – management of share changes, In combination with the actual situation of the company, the management system for the holding and trading of shares of the company by directors, supervisors and senior managers is revised.
The revised management system for directors, supervisors and senior managers to hold and buy and sell the company’s shares was published on cninfo.com on March 15, 2022（ http://www.cn.info.com.cn. ）。
Voting: 7 in favor, 0 against and 0 abstention. The proposal was unanimously adopted by all directors.
11. The proposal on Revising the information disclosure management system was deliberated and adopted.
In accordance with the latest provisions of relevant laws, administrative regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange, the measures for the administration of information disclosure of listed companies, the articles of association and the actual situation of the company, the management system of information disclosure affairs is revised.
The specific contents of the revised information disclosure management system were published on cninfo.com on March 15, 2022（ http://www.cn.info.com.cn. ）。
Voting: 7 in favor, 0 against and 0 abstention. The proposal was unanimously adopted by all directors.
12. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted.
The company decided to hold the first extraordinary general meeting of shareholders in 2022 at 9:30 a.m. on March 30, 2022. The meeting adopts the combination of on-site voting and online voting. The on-site meeting place is located in conference room 7, floor 4, Shagang Hotel, Jinfeng Town, Zhangjiagang City, Jiangsu Province.
The notice on convening the company’s first extraordinary general meeting in 2022 was published in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com on March 15, 2022（ http://www.cn.info.com.cn. ）。
Voting: 7 in favor, 0 against and 0 abstention. The proposal was unanimously adopted by all directors. 3、 Documents for future reference
1. Resolutions of the 16th meeting of the 7th board of directors;
2. Prior approval opinions of independent directors on the prediction of daily connected transactions in 2022;
3. Independent opinions of independent directors on matters related to the 16th meeting of the seventh board of directors.
It is hereby announced.
Jiangsu Shagang Co.Ltd(002075) board of directors March 15, 2022
