Securities code: Xinjiang Tianshan Cement Co.Ltd(000877) securities abbreviation: Xinjiang Tianshan Cement Co.Ltd(000877) Announcement No.: 2022014 Xinjiang Tianshan Cement Co.Ltd(000877)
Announcement on the resolutions of the 5th meeting of the 8th 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
Xinjiang Tianshan Cement Co.Ltd(000877) (hereinafter referred to as "the company" or "the company") sent the notice of convening the fifth meeting of the eighth board of directors in writing and e-mail on March 11, 2022. The company held the fifth meeting of the eighth board of directors in on-site combined with video on March 21, 2022. 9 directors should attend the meeting and 9 actually attended the meeting. The convening procedures of the meeting shall comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
(I) the proposal on the president's work report in 2021 was deliberated and adopted
Voting status of this proposal: 9 in favor, 0 against and 0 abstention.
The company insists on focusing on the main responsibility and main business, and continues to make efforts in "becoming stronger and better". Through the joint efforts of all employees, the company sold 28.167 million tons of cement in the whole year, a decrease of 1.99% over the same period of last year; 35.73 million tons of clinker were exported, a decrease of 13.34% over the same period last year; The seller mixed 104.72 million m3, an increase of 0.50% over the same period last year, and sold 85.7 million tons of aggregate, an increase of 34.13% over the same period last year. The operating revenue was 169979 billion yuan, a year-on-year increase of 4.83%; The net profit attributable to shareholders of listed companies was 12.53 billion yuan, a year-on-year decrease of 3.53%.
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(II) deliberated and adopted the work report of the board of directors in 2021
Voting status of this proposal: 9 in favor, 0 against and 0 abstention.
See the work report of the board of directors in Xinjiang Tianshan Cement Co.Ltd(000877) 2021 for details.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting status of this proposal: 9 in favor, 0 against and 0 abstention.
See the work report of independent directors in Xinjiang Tianshan Cement Co.Ltd(000877) 2021 for details
Independent directors will report on their work at the 2021 annual general meeting of shareholders.
(IV) the proposal on the provision for impairment in 2021 was deliberated and adopted
Voting status of this proposal: 9 in favor, 0 against and 0 abstention.
Independent opinions of independent directors: the company's provision for impairment this time complies with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company, conforms to the actual situation of the company, objectively and fairly reflects the financial situation of the company, does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders, and the review procedures comply with relevant laws and regulations and the articles of association. Therefore, we agree to the proposal on the provision for impairment in 2021.
For details, see the announcement on withdrawing impairment provision and writing off bad debts in 2021 (Announcement No.: 2022015).
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(V) the proposal on write off of bad debts in 2021 was deliberated and adopted
Voting status of this proposal: 9 in favor, 0 against and 0 abstention.
Independent opinions of independent directors: the write off of bad debts of the company this time complies with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company, conforms to the actual situation of the company, objectively and fairly reflects the financial situation of the company, does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders, and the review procedures comply with relevant laws and regulations and the articles of association. Therefore, we agree to the proposal on writing off bad debts in 2021.
For details, see the announcement on withdrawing impairment provision and writing off bad debts in 2021 (Announcement No.: 2022015).
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(VI) reviewed and adopted the financial final accounts report for 2021 and the financial budget report for 2022
Voting status of this proposal: 9 in favor, 0 against and 0 abstention.
During the reporting period, the company's operation matched the development of the industry. Audited by Tianzhi International Certified Public Accountants (special general partnership), the company achieved an operating revenue of 169979 billion yuan, an increase of 4.83% over the same period of the previous year after adjustment, and the net profit attributable to shareholders of listed companies was 4.948 billion yuan, a decrease of 3.53% over the same period of the previous year after adjustment, realizing a basic earnings per share of 1.57 yuan. In 2022, the company will seek truth from facts, innovate operation, tap potential, create value and repay shareholders through comprehensive study and judgment of macro-economy, market situation and epidemic trend.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VII) the annual report and summary of 2021 was reviewed and adopted
Voting status of this proposal: 9 in favor, 0 against and 0 abstention.
See annual report of Xinjiang Tianshan Cement Co.Ltd(000877) 2021 and summary of annual report of Xinjiang Tianshan Cement Co.Ltd(000877) 2021 (Announcement No.: 2022016) for details.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VIII) reviewed and approved the profit distribution plan for 2021
Voting status of this proposal: 9 in favor, 0 against and 0 abstention.
After auditing and verifying the business performance and financial status of Xinjiang Tianshan Cement Co.Ltd(000877) (hereinafter referred to as "the company") in 2021 by Tianzhi International Certified Public Accountants (special general partnership), the company (merger) realized a net profit of 125 Sunfly Intelligent Technology Co.Ltd(300423) 1129 yuan attributable to the parent company in 2021 and a net profit of 112663528600 yuan in 2021. As of December 31, 2021, the capital reserve of the company (parent company) was 6056937741542 yuan, the surplus reserve was 80929773619 yuan and the undistributed profit was 344405740438 yuan.
According to the main contents of the announcement on increasing the proportion of cash dividends in 20212023 (Announcement No.: 2021112) disclosed by the company on December 10, 2021, the cash dividends distributed in each fiscal year from 2021 to 2023 shall not be less than 50% of the net profit attributable to the shareholders of the parent company in the audited consolidated statements realized by the company in that year, and the impact of the ownership arrangement of profit and loss in the transition period in the reorganization shall be considered in 2021. According to the transaction agreement of the company's major asset restructuring in 2021, the increase / decrease of owner's equity attributable to the parent company of the four target companies of major asset restructuring during the transition period of restructuring (July 1, 2020 to September 30, 2021) due to profit, loss or other reasons shall be enjoyed / borne by the original shareholders of the target company before restructuring.
Based on the above and in combination with the overall operating conditions of the company, the profit distribution plan for 2021 is formulated as follows: taking 8663422814 shares as the base, cash dividends of 3.30 (including tax) and bonus shares of 0 (including tax) are distributed to all shareholders for every 10 shares, and a total of 285892952862 yuan is distributed instead of capital reserve, The proportion of cash distribution accounts for 50.85% of the net profit attributable to the shareholders of the parent company after excluding the part enjoyed by the original shareholders of the subject company in the restructuring transition period in the audited consolidated statements, and the remaining profit of 58512787576 yuan is carried forward to the next year.
Independent opinions of independent directors: the company has been implementing a continuous and stable profit distribution policy since its listing. The decision of the board of directors of the company on profit distribution in 2021 is based on the overall operating conditions of the company. In order to better repay shareholders, the distribution plan is put forward based on the actual situation of the company, which meets the needs of the long-term development of the company and does not harm the interests of shareholders. Therefore, we agree to the 2021 profit distribution plan and submit it to the general meeting of shareholders for deliberation. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IX) the proposal on internal control evaluation report in 2021 was deliberated and adopted
Voting status of this proposal: 9 in favor, 0 against and 0 abstention.
For details, please refer to Xinjiang Tianshan Cement Co.Ltd(000877) 2021 annual internal control evaluation report.
Independent opinions of independent directors: the internal control evaluation report of the company truly and accurately reflects the actual situation of the construction of the company's internal control standard system in 2021, and comprehensively reflects the internal control of the company's key business activities, including organizational structure, development strategy, human resources, social responsibility, corporate culture, capital activities, purchase and sales business, asset management Internal control matters of main business processes such as financial reports. We believe that the company's internal control evaluation report comprehensively, objectively and truly reflects the construction, improvement, operation and supervision of the company's internal control standard system. The procedures and methods of internal control self-evaluation, internal control defects, identification and rectification formulated by the company are highly operable. According to its actual situation and the requirements of the regulatory authorities, the company has established a relatively perfect corporate governance structure and internal control standard system, which can effectively control and supervise the company's operation and management and promote the coordinated, orderly and efficient operation of the company's operation and management activities. Therefore, we agree to the proposal on the internal control evaluation report in 2021.
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(x) the proposal on continuous risk assessment report of China Building Materials Group Finance Co., Ltd. was deliberated and adopted
Voting status of this proposal: 3 in favor, 0 against and 0 abstention.
According to article 6.3.8 of the Listing Rules of Shenzhen Stock Exchange, this proposal constitutes a connected transaction, and the company's connected directors Chang Zhangli, Fu Jinguang, Xiao Jiaxiang, Cai Guobin, Zhao Xinjun and Sui Yumin have avoided voting.
Prior approval and independent opinions of independent directors: the independent directors of the company reviewed the proposal on the risk continuous assessment report of China Building Materials Group Finance Co., Ltd. before the meeting of the board of directors, and agreed to submit the above related matters to the board of directors for deliberation; At the fifth meeting of the eighth board of directors of the company, we made an independent opinion: by reviewing the risk continuous assessment report, we believe that the report fully reflects the business qualification, internal control, operation management and risk management of China Building Materials Group Finance Co., Ltd., and the risks of related deposits and loans and other financial businesses between the company and China Building Materials Group Finance Co., Ltd. are controllable. The company's convening and voting procedures on this related party transaction comply with the provisions of laws and regulations. The related directors avoid voting. The transaction process follows the principles of fairness and rationality, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we agree to the proposal on the continuous risk assessment report of China Building Materials Group Finance Co., Ltd.
See Xinjiang Tianshan Cement Co.Ltd(000877) about continuous risk assessment report of China Building Materials Group Finance Co., Ltd. for details.
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
（11） The proposal on Amending the articles of association was deliberated and adopted
Voting status of this proposal: 9 in favor, 0 against and 0 abstention.
For details, see the announcement on Amending the articles of Association (Announcement No.: 2022017).
This proposal still needs to be submitted to the general meeting of shareholders for deliberation,.
（12） The proposal on the proposed change of accounting firm was deliberated and adopted
Voting status of this proposal: 9 in favor, 0 against and 0 abstention.
It is agreed to employ Dahua Certified Public Accountants (special general partnership) as the company's 2022 financial report and internal control audit institution. The audit cost of financial report shall not exceed 7.65 million yuan (excluding travel expenses), and the audit cost of internal control shall not exceed 1.1 million yuan (excluding travel expenses)
Audit opinion of the audit committee of the board of directors: Dahua Certified Public Accountants (special general partnership) complies with the provisions of the securities law, has the ability and experience to provide audit services for listed companies, and believes that it adheres to the principle of independent audit in the process of practice, objectively, fairly and fairly reflects the company's financial status and operating results, earnestly performs the duties of the audit institution, and can meet the requirements of the company's audit work. Agree to replace Dahua firm as the company's 2021 financial report and internal control audit institution, and submit the matter to the company's board of directors for deliberation.
Prior approval and independent opinions of independent directors: the independent directors of the company reviewed the proposal on the proposed change of accounting firm before the meeting of the board of directors and agreed to submit the above related matters to the board of directors for deliberation; And expressed independent opinions at the fifth meeting of the eighth board of directors of the company: after review, Dahua Certified Public Accountants (special general partnership) has the qualification of securities and futures related business, has the experience and ability to provide audit services for listed companies, and can meet the requirements of the company's financial report audit and internal control audit. Dahua certified public accountants has sufficient independence, professional competence and investor protection ability. This change of accounting firm does not damage the interests of the company and other shareholders, especially the interests of minority shareholders. The review procedure of the company's proposed change of accounting firm complies with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to the proposal on the proposed change of accounting firm and submit it to the general meeting of shareholders of the company for deliberation.
For details, see the announcement on the proposed change of accounting firm (Announcement No.: 2022018).
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（13） The proposal on 2022 external donation plan was deliberated and adopted
Voting status of this proposal: 9 in favor, 0 against and 0 abstention.
It is agreed that the company and its affiliated companies will make an external donation budget of 538799 million yuan in 2022. The external donations included in the budget will be reviewed by the enterprise donation management department one by one when the expenditure occurs, and the internal approval procedures will be strictly followed.
Independent opinions of independent directors: the company's 2022 external donation plan meets the requirements of listed companies to actively fulfill their social responsibilities and is conducive to improving the company's social image; This external donation complies with the provisions of laws and regulations and the articles of association
