Securities code: China Jushi Co.Ltd(600176) securities abbreviation: China Jushi Co.Ltd(600176) Announcement No.: 2022011 China Jushi Co.Ltd(600176)
Announcement on the resolutions of the 21st Meeting of the 6th 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 China Jushi Co.Ltd(600176) (hereinafter referred to as “the company”) the 21st Meeting of the sixth board of directors was held on March 18, 2022 in the conference room of the company at No. 318, Fenghuanghu Avenue, Tongxiang City, Zhejiang Province. The notice of convening this meeting was sent by e-mail on March 5, 2022. The meeting was presided over by Mr. Chang Zhangli, chairman of the company. There were 9 directors who should attend the meeting and 9 directors who actually attended in person. Members of the board of supervisors and senior executives of the company attended the meeting as nonvoting delegates. The convening and convening of the meeting comply with the company law and other relevant laws and regulations and the provisions of China Jushi Co.Ltd(600176) articles of association, and the resolutions made are legal and effective. After deliberation, all directors present at the meeting unanimously adopted the following resolutions:
1、 Reviewed and adopted the annual report for 2021 and the summary of the annual report for 2021;
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
2、 Deliberated and adopted the work report of the board of directors in 2021;
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
3、 Reviewed and adopted the 2021 annual general manager work report;
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
4、 Deliberated and adopted the financial final accounts report of 2021;
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
5、 Reviewed and approved the profit distribution plan for 2021;
Audited by Tianzhi International Certified Public Accountants (special general partnership), the parent company realized a net profit of 243976585019 yuan in 2021, and the company’s distributable profit was 222556426374 yuan by the end of 2021. After deliberation and approval by the board of directors, the company plans to distribute profits based on the total share capital registered on the date of equity distribution in 2021. The profit distribution plan is as follows:
The company plans to distribute a cash dividend of 4.8 yuan (including tax) to all shareholders for every 10 shares. As of December 31, 2021, the total share capital of the company is 4003136728 shares. Based on this calculation, the total cash dividend to be distributed is 192150562944 yuan (including tax).
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
6、 Reviewed and approved the plan for converting capital reserve into share capital in 2021;
According to the audit report issued by Tianzhi International Certified Public Accountants (special general partnership), as of December 31, 2021, the balance of the parent company’s capital reserve was 613609751967 yuan. After comprehensive consideration, it is proposed that the capital reserve will not be increased in 2021.
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
7、 Reviewed and approved the 2021 executive compensation evaluation plan;
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
8、 Deliberated and passed the proposal on audit fees and change of accounting firm in 2021;
Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as “Tianzhi international”) is the audit institution and internal control audit institution in 2021. According to its work in 2021, it is proposed to determine the audit fees and internal control audit fees of 1.1 million yuan and 200000 yuan respectively.
Since Tianzhi international has provided audit services for the company for many consecutive years, in order to maintain the independence of the company’s audit work, the company plans not to hire Tianzhi international as the audit institution in 2022, and has communicated with Tianzhi international in advance on the non renewal of employment and related matters. The company expresses its heartfelt thanks to Tianzhi international for its years of hard work. After comprehensive consideration, according to the needs of the company’s business development and future audit, the company plans to change China audit Zhonghuan Certified Public Accountants (special general partnership) as the audit institution in 2022, and submit to the general meeting of shareholders to authorize the company’s management to negotiate with the audit institution to determine the audit fee according to the actual business and market conditions of the company in 2022.
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
9、 The proposal on the confirmation of the implementation of the company’s daily connected transactions in 2021 was reviewed and adopted; The company expects that in 2021, the company and its wholly-owned subsidiary Jushi Group Co., Ltd., China Building Materials International Trade Co., Ltd. (hereinafter referred to as “China building materials trade”), Jiangsu Lianyungang Port Co.Ltd(601008) Zhongfu Lianzhong Composite Material Group Co., Ltd. (hereinafter referred to as “Zhongfu Lianzhong”) and Zhenshi Holding Group Co., Ltd. (hereinafter referred to as “Zhenshi group”) will belong to direct and indirect holding companies Zhejiang Hengshi fiber foundation Co., Ltd. (hereinafter referred to as “Hengshi fiber”) incurred a total of 4456.9 million yuan of related party transactions related to daily operation, and the actual related party transactions amounted to 336614 million yuan.
In view of the fact that the amount of labor services provided by the direct and indirect holding companies of Zhenshi group exceeds the original estimated amount of 4.08 million yuan, the company hereby resubmits it to the board of directors for deliberation and confirmation in accordance with the relevant provisions of the stock listing rules. Zhang Li, Cai Guobin, Pei Hongyan and Ni Jinrui, the related directors, avoided voting when considering the related party transactions with China Building Materials Trade and Zhongfu Lianzhong; Related directors Zhang Yuqiang and Zhang Jiankan avoided voting when considering related party transactions with Hengshi fiber, a direct and indirect holding company of Zhenshi group.
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
10、 The proposal on the company’s expected daily connected transactions in 2022 was deliberated and adopted;
In 2022, the company and its subsidiaries are expected to have transactions related to daily production and operation with China building materials trade, Zhongfu Lianzhong, Beijing New Building Materials Public Limited Company(000786) (hereinafter referred to as ” Beijing New Building Materials Public Limited Company(000786) “), Zhenshi group and Hengshi fiber. The details are as follows:
Unit: 10000 yuan
Transaction category related parties 2022
Estimated amount
Purchase raw Hengshi fiber 1500 materials and commodities from related parties
China Building Materials Trade 19700
Zhongfu Lianzhong 8490 sells Beijing New Building Materials Public Limited Company(000786) 1576 products and commodities to related parties, and the direct and indirect holding of Zhenshi Holding Group Co., Ltd
Company 299542
Hengshi fiber 36543
Accepting related parties to provide labor service companies directly and indirectly controlling 172491 of Zhenshi Holding Group Co., Ltd
129 rent paying / receiving companies directly and indirectly controlled by Zhenshi Holding Group Co., Ltd
Constant fiber stone
Total 540004
Zhang Li, Cai Guobin, Pei Hongyan and Ni Jinrui, the board of directors of related parties, avoided voting when considering the related party transactions with China building materials trade, Zhongfu Lianzhong and Beijing New Building Materials Public Limited Company(000786) occurred; Related directors Zhang Yuqiang and Zhang Jiankan avoided voting when considering related party transactions with Hengshi fiber, Zhenshi group and its direct and indirect holding companies.
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
11、 The proposal on Authorizing the total amount of financing credit of the company and its subsidiaries in 2022 was reviewed and approved; It is agreed that the company and its subsidiaries will apply for a comprehensive bank credit line within the total line of 33 billion yuan and 950 million US dollars in 2022.
The above authorization shall be valid from the date of deliberation and approval of the proposal at the 2021 annual general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders.
For the above total credit line and the comprehensive credit line within the validity period of authorization, the chairman of the company is authorized to sign relevant credit documents and agreements (including affixing the company’s seal on relevant documents), and the board of directors and the general meeting of shareholders of the company will not consider a single bank credit separately.
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
12、 The proposal on Authorizing the company and its wholly-owned subsidiaries to provide total guarantee for their subsidiaries in 2022 was reviewed and approved;
It is agreed that the total amount of loans guaranteed by the company for its wholly-owned and holding subsidiaries (including wholly-owned subsidiaries as their subsidiaries) in 2022 will not exceed 13 billion yuan and 950 million US dollars.
The above authorization is valid from the date of deliberation and approval of the company’s 2021 annual general meeting to the date of the company’s 2022 annual general meeting.
For the above estimated total amount and the guarantee within the validity period of the authorization, the chairman of the company is authorized to sign relevant guarantee documents and agreements (including affixing the company’s seal on relevant documents), and the board of directors and the general meeting of shareholders of the company will no longer consider the specific guarantee separately.
Within the scope of the authorized total guarantee amount, the company can adjust the expected amount to each other within the guarantee amount of wholly-owned / holding subsidiaries and subsidiaries according to the actual situation, and can also allocate the guarantee amount between newly established or acquired wholly-owned / holding subsidiaries and subsidiaries. However, if the guarantee exceeds the expected total amount, it shall be submitted to the board of directors and the general meeting of shareholders of the company for deliberation in accordance with the requirements of relevant normative documents and the articles of association.
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
13、 The proposal on the issuance of corporate bonds and non-financial enterprise debt financing instruments by the company and its wholly-owned subsidiary Jushi Group Co., Ltd. in 2022 was reviewed and approved;
It is agreed that the types of non-financial corporate debt financing instruments that the company and its wholly-owned subsidiary Jushi Group Co., Ltd. can issue in 2022 include but are not limited to local currency debt financing instruments such as corporate bonds, short-term financing bonds, ultra short-term financing bonds and medium-term notes, and the issuance methods include public issuance and non-public directional issuance. The issuance period is from the date of approval of this proposal by the 2021 annual general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders. Within the limit of issuable debt financing instruments specified in relevant laws, regulations and normative documents, debt financing instruments shall be issued in one or several times according to capital needs and market conditions.
It is agreed that after the proposal is considered and approved by the general meeting of shareholders, the board of directors will delegate such authorization to the legal representative and management of the issuer, organize the preparation for the issuance of debt financing instruments and go through relevant procedures in accordance with the provisions of relevant laws and regulations.
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
14、 The proposal on the business quota of forward foreign exchange settlement and sales, currency interest rate swap and precious metal futures trading of the company and its subsidiaries in 2022 was reviewed and approved;
It is agreed that the company and its subsidiaries will carry out foreign exchange forward settlement and sales business, currency / interest rate swap business, precious metal futures and simple option trading within the total amount of US $1 billion in 2022.
It is agreed that after the general meeting of shareholders deliberates and approves this proposal, the board of directors will delegate such authorization to the legal representative and management of the business entity to carry out financial derivatives business and go through relevant procedures in accordance with the provisions of relevant laws and regulations. The authorization is valid from the date when the proposal is deliberated and approved by the company’s 2021 annual general meeting to the date when the company’s 2022 annual general meeting is held.
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
15、 Deliberated and passed the proposal on Authorizing the company and its subsidiaries to make total external donations in 2022;
It is agreed that the company and its subsidiaries will donate a total of 20 million yuan in 2022, and it is agreed to authorize the management of the company to be specifically responsible for the implementation of the donation plan of the company and its subsidiaries and the approval of donation payment within the above limit.
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal must be submitted to the company
