Stock Code: Ningxia Baofeng Energy Group Co.Ltd(600989) company abbreviation: Ningxia Baofeng Energy Group Co.Ltd(600989) Ningxia Baofeng Energy Group Co.Ltd(600989)
Materials of 2021 annual general meeting of shareholders
March 2022
catalogue
Ningxia Baofeng Energy Group Co.Ltd(600989) notice to 2021 annual general meeting of shareholders 1 Ningxia Baofeng Energy Group Co.Ltd(600989) 2021 on site meeting agenda of the annual general meeting of shareholders 3 proposal 1 work report of the board of directors in 2021 5 proposal 2 work report of the board of supervisors in 2021 nine
Proposal 3 financial final accounts of 2021 and financial budget report of 2022 thirteen
Proposal 4 proposal on signing daily related party transaction agreement with related parties seventeen
Proposal 5 proposal on the company’s annual profit distribution plan in 2021 eighteen
Proposal 6 proposal on the 2021 annual report of the company and its summary twenty
Proposal 7 proposal on the company’s reappointment of the audit institution in 2022 and the payment of audit fees twenty-one
Proposal 8 proposal on Amending the articles of Association 22 proposal 9 proposal on Amending the rules of procedure of the general meeting of shareholders of the company 33 proposal 10 proposal on Amending the rules of procedure of the board of directors of the company 40 proposal 11 proposal on Amending the working system of independent directors of the company 46 proposal 12 proposal on Amending the rules of procedure of the board of supervisors of the company 49 proposal 13 proposal on Amending the management system of related party transactions of the company 50 proposal 14 proposal on Amending the company’s external guarantee management system Motion 15 proposal on Amending the company’s foreign investment management system 65 proposal 16 proposal on Amending the management system of raised funds of the company seventy-one
Ningxia Baofeng Energy Group Co.Ltd(600989)
Notes to 2021 annual general meeting of shareholders
Shareholders and shareholder representatives:
In order to safeguard the legitimate rights and interests of investors and ensure the smooth convening of the 2021 annual general meeting of shareholders of Ningxia Baofeng Energy Group Co.Ltd(600989) (hereinafter referred to as “the company”), in accordance with the rules for the general meeting of shareholders of listed companies and other relevant provisions of the China Securities Regulatory Commission, the instructions for the meeting are formulated as follows:
1、 In accordance with the company law, the securities law, the rules for the general meeting of shareholders of listed companies and the articles of association, the company has earnestly done a good job in convening the general meeting of shareholders.
2、 The office of the board of directors of the company is specifically responsible for matters related to the procedures of the meeting.
3、 In order to ensure the seriousness and normal order of the general meeting of shareholders and effectively safeguard the legitimate rights and interests of shareholders (including shareholders’ representatives, the same below), the company has the right to refuse other people to enter the meeting place according to law, except shareholders attending the meeting, directors, supervisors and senior managers of the company, lawyers hired by the company and personnel invited by the board of directors.
4、 Shareholders attending the meeting must arrive at the meeting site 20 minutes before the meeting to go through the signing procedures with the board of directors, and please show the stock account card, shareholding certificate, ID card or legal entity certificate, power of attorney and attendee’s ID card as required. They can attend the meeting only after receiving the meeting materials after verification.
5、 If a shareholder needs to speak at the shareholders’ meeting, he shall register at the office of the board of directors 20 minutes before the meeting, show a valid certificate of shareholding and fill in the speech registration form; In principle, the number of registered speakers shall be limited to 10. If more than 10, the top 10 shareholders with the largest number of shares shall be arranged to speak in turn.
6、 The shareholder’s speech shall be made after being named by the chairman of the meeting. Each shareholder shall first report the number of shares held and the name of the shareholder, and briefly state his views and suggestions. The speech time generally shall not exceed 5 minutes. The chairman can arrange the company’s directors, supervisors or senior managers to answer the questions of shareholders.
7、 Shareholders’ speeches shall focus on the topics of this meeting. If the contents of shareholders’ questions have nothing to do with the topics of this shareholders’ meeting or involve the company’s business secrets, the company has the right not to respond.
8、 In order to improve the efficiency of the proceedings of the meeting, voting shall be conducted after the answers to the questions of shareholders are completed. Voting at the on-site meeting adopts the method of open ballot. Shareholders are requested to fill in their opinions according to the voting requirements, and the votes are uniformly received by the staff of the general meeting of shareholders.
9、 After the meeting, the shareholders attending the meeting will elect two shareholders’ representatives to participate in vote counting and vote monitoring; When shareholders vote on the proposal, lawyers, shareholders’ representatives and supervisors’ representatives are jointly responsible for counting and supervising votes; The voting results shall be announced by the moderator of the meeting.
10、 The board of directors of the company invited practicing lawyers of Beijing Jiayuan law firm to attend the shareholders’ meeting as nonvoting delegates and issue legal opinions.
11、 Shareholders attending the general meeting of shareholders shall earnestly fulfill their legal obligations. After the meeting, please put the mobile phone ring in a silent state, respect and safeguard the legitimate rights and interests of other shareholders and ensure the normal order of the meeting.
12、 The company has the right to take necessary measures to stop the acts that interfere with the order of the general meeting of shareholders, provoke trouble and infringe on the legitimate rights and interests of other shareholders, and report to relevant departments for investigation and punishment.
Ningxia Baofeng Energy Group Co.Ltd(600989)
Agenda of on-site meeting of 2021 annual general meeting of shareholders
1、 Meeting time
1. On site meeting time: 14:00, March 31, 2022
2. Online voting time: March 31, 2022
The shareholders’ meeting of the company adopts the online voting system of Shanghai Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the shareholders’ meeting, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
2、 Site meeting place
Conference room, 4th floor, No. 1 Lijing North Street, Yinchuan, Ningxia
3、 Chair of the meeting
Party Yanbao, chairman of the company
4、 Agenda of the meeting
(I) the moderator announces the opening of the meeting.
(II) the moderator introduces the attendance of shareholders and their agents, directors, supervisors, Secretary of the board of directors and other senior managers, lawyers and other personnel attending the meeting.
(III) the chairman shall nominate the vote counter and scrutineer of the meeting, and all shareholders shall vote on a show of hands.
(IV) shareholders attending the meeting shall consider the following proposals:
Proposal No. proposal name
Non cumulative voting proposal
1. Work report of the board of directors in 2021
2. Work report of the board of supervisors in 2021
3. Financial final accounts of 2021 and financial budget report of 2022
4. Proposal on signing daily related party transaction agreement with related parties
5. Proposal on the company’s annual profit distribution plan in 2021
6 proposal on the 2021 annual report of the company and its summary
7. Proposal on the company’s reappointment of the audit institution in 2022 and the payment of audit fees
8. Proposal on Amending the articles of Association
9. Proposal on Amending the rules of procedure of the general meeting of shareholders of the company
10. Proposal on Amending the rules of procedure of the board of directors
11. Proposal on Amending the working system of independent directors of the company
12. Proposal on Amending the rules of procedure of the board of supervisors of the company
13. Proposal on Amending the management system of related party transactions of the company
14. Proposal on Amending the company’s external guarantee management system
15. Proposal on Amending the company’s foreign investment management system
16. Proposal on Amending the management system of raised funds of the company
(V) shareholders’ speeches and the company’s directors, supervisors and senior managers’ answers to shareholders’ questions.
(VI) on site voting. (VII) read out the on-site voting results. (VIII) witness the lawyer to read out the legal opinion. (IX) the Secretary of the board of directors read out the resolution of the general meeting of shareholders. (x) sign meeting documents. （11） The moderator declared the meeting closed.
Proposal 1:
Ningxia Baofeng Energy Group Co.Ltd(600989)
Work report of the board of directors in 2021
Part I work summary of 2021
In 2021, the 100th anniversary of the founding of the Communist Party of China, achieved the first Centennial goal and embarked on a new journey towards the second Centennial goal. The party and the state calmly responded to the changes in the century and the epidemic situation in the century, took new steps in building a new development pattern, achieved new results in high-quality development, and achieved a good start in the 14th five year plan. However, under the impact of the epidemic in the century, the changes in the century have accelerated, and the external environment has become more complex, severe and uncertain; China’s economic development is also facing the triple pressure of shrinking demand, supply shock and weakening expectation.
In the face of the complicated political and economic situation at home and abroad, the corporate governance and management insisted on finding their own position, setting their own direction, resolving problems with reform, overcoming difficulties with hard work, withstood the impact of the sharp rise in the price of the company’s main raw materials (coal), exceeded the previous layout of new measures to implement the “double control” policy, and worked hard to reduce the adverse factors to the development of the company, The business objectives set at the beginning of the year have been well completed. The annual operating revenue was 23.3 billion yuan, a year-on-year increase of 46.29%; The net profit was 7.07 billion yuan, a year-on-year increase of 52.95%; The net cash flow from operating activities was 6.488 billion yuan, a year-on-year increase of 25.16%; The asset liability ratio is 30.84%, which continues to maintain a healthy level. The main business indicators have reached the best level in history, ranking seventh in the “2021 Petrochina Company Limited(601857) and the list of top 500 enterprises with market value of listed chemical companies”. The strength and development potential of the company have been generally recognized by the capital market.
In the past year, the main work and achievements of the board of directors of the company are as follows:
1、 Optimize the company’s development strategy
Adjust and optimize the company’s development strategy according to the new trend of market development and policy changes. In the past two years, the production capacity of polyethylene and polypropylene in China has entered a small peak. While the capacity substitution of imported products has been enhanced, it has also begun to develop towards the substitution of high-end products; The introduction of a series of higher standard environmental protection policies and cleaner production policies began to affect the consumption structure of polyethylene and polypropylene products, and the demand for high-end durable goods showed a rapid growth momentum; Carbon neutralization policy puts forward higher goals and requirements for carbon emission reduction of the industry. In view of market development and policy adjustment, while continuing to expand the production capacity of polyethylene and polypropylene, the company has accelerated its development towards high-end, differentiated and green. At present, polyethylene and polypropylene products have initially formed a echelon structure of general material series, special material series, Maojin products and EVA products, and will continue to develop in the direction of high-end import substitution. At the same time, Take the lead in exploring and implementing the new path of “photovoltaic power generation + hydrogen production from electrolytic water”. While using “green hydrogen” to supply chemical production and realize its own green development, it is committed to developing into the world’s top “green hydrogen” production supplier.
2、 Advance the project construction on schedule
The 2.4 million T / a Hongsi coal mine passed the comprehensive acceptance and obtained the safety production license. The main works of the 3 million T / a coking polygeneration project and the 400000 T / a coke oven gas to methanol project have been completed, and four coke ovens will be ignited and dried successively from October to November 2021. Phase III 1 million T / a coal to olefin and C2-C5 comprehensive utilization to olefin project (including 250000 t EVA) construction process and half year, of which the coal to methanol project is planned to meet the conditions for commissioning by the end of 2022. The preliminary construction and preparation of Inner Mongolia 4 million T / a (phase I 2.6 million T / a) coal to olefin project have been completed, and the project approval is at the last moment. The construction can be started after the EIA approval. New revenue and profit growth points have been formed, and market attention and industry influence have been further strengthened.
3、 Improve and standardize governance according to law
According to the company’s business development and the improvement of information level, optimize and adjust the company’s organizational structure, revise and improve the company’s basic management system, and make the operation management more efficient and smooth. A new senior management team was appointed, and a new internal management structure of the senior management team was constructed, which adapted to the optimized organizational structure. We adhered to making decisions on major issues in accordance with the law and regulations, held 6 meetings of the special committee of the board of directors throughout the year, and deliberated and adopted 22 proposals; Held 6 meetings of the board of directors, deliberated and passed 29 proposals; The general meeting of shareholders was held once, and 8 proposals were considered and passed. Organize the directors, supervisors and senior managers to participate in the training of regulatory authorities for 24 times. Throughout the year, there was no occupation of funds and illegal guarantee by related parties, no pledge of shares by major shareholders, and no other prominent problems listed in the opinions of the State Council on further improving the quality of listed companies.
4、 Continuously improve the quality of information disclosure
In terms of information disclosure, adhere to regular reports, comprehensive and in-depth, and temporary reports are timely and fair. In the annual report and semi annual report, strive to comprehensively, refine, deeply and accurately introduce and analyze the policy changes, industry conditions, operation and management, advantages, risks, development strategies and future trends faced by the company; For the temporary announcement of major events, accurately grasp the disclosure time, strengthen the management of insiders of inside information, strive to be timely and fair, and improve the sense of access and fairness of investors in reading the company’s information. In the whole year, 41 information disclosure announcements and 82 documents were completed without any correction; Reply to 329 questions from investors through E-interaction and other websites as in-depth interpretation and Q & A of information disclosure; Answer 134 investor inquiries by telephone. Recognized by the regulatory authorities and trusted by investors, the information disclosure work was rated as class A by Shanghai Stock Exchange.
5、 Strengthen interaction with investors
The annual report and semi annual report performance explanation meeting were held on site and online, which was highly praised by the competent department of Shanghai Stock Exchange. Actively cooperate with the “investor service week into listed companies” organized by Shanghai Stock Exchange. Participated in 30 brokerage strategy meetings, participated in more than 80 on-site roadshows and exchanges in Beijing, Shanghai, Shenzhen, Guangzhou and other places, and held investment institutions and brokerage analysis meetings
