Securities code: Zijin Mining Group Company Limited(601899) stock abbreviation: Zijin Mining Group Company Limited(601899) No.: pro 2022013 Zijin Mining Group Company Limited(601899)
Announcement of resolutions of the 10th meeting of the 7th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents Zijin Mining Group Company Limited(601899) (hereinafter referred to as "the company") the 10th meeting of the 7th board of directors was notified by email or telephone on March 4, 2022, and was held on site at Shanghang headquarters and Xiamen Branch on March 18. 13 directors should attend the meeting, 13 actually attended the meeting, and 13 valid votes were cast at the meeting. The supervisors and senior executives of the company attended the meeting as nonvoting delegates. The convening and convening of the meeting met the relevant provisions of the company law and the articles of association. The meeting was presided over by Chairman Chen Jinghe. The following proposals were considered and adopted by voting:
1、 Deliberated and adopted the work report of the board of directors in 2021
Voting results: 13 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
2、 The annual report and summary of the company in 2021 were reviewed and adopted
Voting results: 13 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, see the announcement disclosed on the website of Shanghai Stock Exchange and the company's website on the same day.
3、 Deliberated and adopted the company's 2021 annual financial statement report
Voting results: 13 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
4、 The proposal on the provision for asset impairment in 2021 was deliberated and adopted
The provision for impairment of assets withdrawn by the whole group in 2021 was confirmed to be RMB 19.93 million, of which: the net reversal of credit impairment loss was RMB 578.09 million, the provision for inventory depreciation was RMB 58.98 million, the provision for impairment of fixed assets was RMB 350.37 million, the provision for impairment of construction in progress was RMB 178.19 million and the impairment loss of prepayments was RMB 10.48 million.
Voting results: 13 in favor, 0 against and 0 abstention.
Independent directors give consent.
5、 The proposal on confirming the inventory loss and scrap loss of the parent company's assets was deliberated and adopted
The loss of fixed assets scrapping of the parent company is 1049200 yuan.
Voting results: 13 in favor, 0 against and 0 abstention.
6、 Reviewed and approved the 2021 annual internal control evaluation report of the company
Voting results: 13 in favor, 0 against and 0 abstention.
Independent directors give consent.
For details, see the announcement disclosed on the website of Shanghai Stock Exchange and the company's website on the same day.
7、 The company's 2021 environmental, social and governance report was reviewed and adopted
Voting results: 13 in favor, 0 against and 0 abstention.
For details, see the announcement disclosed on the website of Shanghai Stock Exchange and the company's website on the same day.
8、 The 2021 profit distribution plan of the company was reviewed and approved
Voting results: 13 in favor, 0 against and 0 abstention.
Independent directors give consent. This proposal must be submitted to the general meeting of shareholders for deliberation.
For details, see the announcement disclosed on the website of Shanghai Stock Exchange and the company's website on the same day.
9、 The proposal on the 2021 annual salary plan of the Seventh Executive Director and chairman of the board of supervisors was deliberated and adopted
Voting results: 13 in favor, 0 against and 0 abstention.
Independent directors give consent. This proposal must be submitted to the general meeting of shareholders for deliberation.
10、 The proposal on Approving the remuneration of the seventh vice president, the Secretary of the board of directors and the chief engineer in 2021 was deliberated and adopted
Voting results: 13 in favor, 0 against and 0 abstention.
Independent directors give consent.
11、 Deliberated and adopted the 2021 annual report of independent directors of the company
Voting results: 13 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, see the announcement disclosed on the website of Shanghai Stock Exchange and the company's website on the same day.
12、 Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
According to the recommendations of the audit and internal control committee of the board of directors, it is agreed to request the general meeting of shareholders to reappoint Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company's 2022 annual audit accountant, audit the company's 2022 annual financial statements in accordance with Chinese auditing standards, and request the general meeting of shareholders to authorize the chairman, President and chief financial officer to determine their remuneration.
Voting results: 13 in favor, 0 against and 0 abstention.
Independent directors give consent. This proposal must be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the announcement disclosed on the website of Shanghai Stock Exchange and the company's website on the same day. 13、 The special report on the deposit and actual use of the company's raised funds in 2021 was reviewed and approved. The deposit and use of the company's raised funds in 2021 comply with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules for the listing of shares on the Shanghai Stock Exchange, the company's measures for the administration of raised funds and other relevant laws, regulations and normative documents.
The independent directors give their consent to this proposal; Special verification opinions issued by the sponsor Anxin Securities Co., Ltd; The audit institution Ernst & Young Huaming Certified Public Accountants (special general partnership) issued an audit report on the deposit and actual use of raised funds.
Voting results: 13 in favor, 0 against and 0 abstention.
For details, see the announcement disclosed on the website of Shanghai Stock Exchange and the company's website on the same day.
14、 Deliberated and passed the proposal on external guarantee arrangement in 2022
Voting results: 13 in favor, 0 against and 0 abstention.
Independent directors give consent. This proposal must be submitted to the general meeting of shareholders for deliberation.
For details, see the announcement disclosed on the website of Shanghai Stock Exchange and the company's website on the same day.
15、 The proposal on general authorization of issuing debt financing instruments was deliberated and adopted
The general meeting of shareholders is requested to generally and unconditionally authorize Ms. Lin Hongying, the director and vice president of the company, to decide and handle the specific issues of the issuance of debt financing instruments according to the specific needs of the company and market conditions. The cumulative balance of the issuance of debt financing instruments shall not exceed (including) RMB 35 billion or equivalent foreign currencies. The authorization period is valid from the date of approval of the 2021 annual general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders.
Voting results: 13 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
16、 The proposal on changing the registered capital and amending the articles of association was deliberated and adopted
Voting results: 13 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, see the announcement disclosed on the website of Shanghai Stock Exchange and the company's website on the same day.
17、 The proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to examine and approve matters related to the company's external donations was deliberated and adopted
Submit to the general meeting of shareholders to authorize the board of directors to examine and approve matters related to the company's annual external donation, that is, authorize the board of directors to "make relevant donation decisions within 3% of the company's total annual profit (except under special circumstances), and report the actual implementation of donation to the general meeting of shareholders every year. The authorization period is from the date when the general meeting of shareholders makes a decision to the date when the general meeting of shareholders decides to revoke or modify the authorization".
Voting results: 13 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
The meeting agreed to submit the proposals of items 1, 2, 3, 8, 9, 11, 12, 14, 15, 16 and 17 above to the 2021 annual general meeting of shareholders of the company for deliberation. The meeting authorized the executive director to decide on the holding time of the 2021 annual general meeting of shareholders and issue the notice of the general meeting of shareholders.
It is hereby announced.
Zijin Mining Group Company Limited(601899) board of directors
March 19, 2002
