Securities code: Yunnan Aluminium Co.Ltd(000807) securities abbreviation: Yunnan Aluminium Co.Ltd(000807) Announcement No.: 2022011 Yunnan Aluminium Co.Ltd(000807)
Announcement of resolutions of the 13th 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
(I) Yunnan Aluminium Co.Ltd(000807) (hereinafter referred to as " Yunnan Aluminium Co.Ltd(000807) " or "the company") the notice of the 13th meeting of the eighth board of directors was sent in writing, fax or e-mail on Friday, March 11, 2022. (II) the meeting will be held by means of communication voting on Monday, March 21, 2022.
(III) 9 directors should attend the meeting and 9 actually attended the meeting.
(IV) the 13th meeting of the eighth board of directors of the company was held in accordance with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions.
2、 Deliberations of the board meeting
The meeting deliberated and adopted the following proposals by means of communication voting:
(I) plan for the work report of the board of directors in 2021
In accordance with the provisions of the company law, the securities law and the Listing Rules of Shenzhen Stock Exchange, in combination with the standards for the contents and forms of information disclosure of companies offering securities to the public No. 2 - the contents and forms of annual reports issued by the China Securities Regulatory Commission, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - business handling and the articles of association of Shenzhen Stock Exchange According to the requirements of the rules of procedure of the board of directors, the board of directors of the company shall make a report on the work of the board of directors in 2021. For details, please refer to cninfo.com, the designated information disclosure media, on March 22, 2022（ http://www.cn.info.com.cn./ ）Sections III and IV of Yunnan Aluminium Co.Ltd(000807) 2021 annual report disclosed on the.
This plan must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
(II) proposal on the change of accounting policies of the company
According to the explicit provisions of the fifth batch of questions and answers on the implementation of accounting standards for business enterprises in 2021 issued by the accounting department of the Ministry of finance, the company needs to make corresponding changes to the relevant contents of accounting policies. According to the relevant provisions of the accounting department of the Ministry of Finance on questions and answers related to the implementation of the accounting standards for business enterprises, the company will include the transportation expenses related to the sale of goods in the main business cost accounting from January 1, 2021, and include the asset repair expenses related to production in the main business cost accounting, and make retroactive adjustment
Items related to the financial statements of the year. This presentation adjustment is a reclassification adjustment between items in the income statement, which has no impact on the company's operating results, assets, liabilities, equity and other main indicators. For details, please refer to the announcement of Yunnan Aluminium Co.Ltd(000807) on changes in accounting policies (Announcement No.: 2022013) disclosed by the company on the designated information disclosure media on March 22, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
(III) proposal on the provision for credit impairment and asset impairment in 2021
In accordance with the accounting standards for business enterprises and the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the provision for credit impairment and asset impairment, in order to truly reflect the company's financial status, asset value and operating results as of December 31, 2021, based on the principle of prudence, the company has conducted a comprehensive inspection on all kinds of assets within the scope of the company's consolidated statements and conducted an impairment test on those with signs of impairment.
According to the test results, the company withdrew various credit impairment reserves and asset impairment reserves totaling 198951155071 yuan in 2021. The independent directors of the company have expressed their independent opinions with explicit consent. The amount of provision for credit impairment and asset impairment in 2021 has been audited by PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership). For details, please refer to the announcement of Yunnan Aluminium Co.Ltd(000807) on the provision for credit impairment and asset impairment in 2021 (Announcement No.: 2022014) disclosed by the company on the designated information disclosure media on March 22, 2022. Voting results: 9 in favor, 0 against and 0 abstention.
(IV) plan for annual report and summary in 2021
In accordance with the provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations, and in accordance with the requirements of the standards for the contents and forms of information disclosure of companies offering securities to the public No. 2 - the contents and format of annual reports, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - business handling and the articles of association of the company issued by the China Securities Regulatory Commission, Combined with the actual production and operation of the company, the annual report and summary of 2021 are prepared. For details, please refer to Yunnan Aluminium Co.Ltd(000807) 2021 annual report and Yunnan Aluminium Co.Ltd(000807) 2021 annual report summary (Announcement No.: 2022015) disclosed by the company on the designated information disclosure media on March 22, 2022.
This plan must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
(V) plan for profit distribution in 2021
Audited by PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership), the company (parent company) realized a net profit of 128350262255 yuan in 2021, plus the undistributed profit of -19206751328 yuan at the end of the year, minus the extracted legal surplus reserve of 10765943093 yuan and the undistributed profit decreased by 1484080000 yuan from the disposal of other equity instrument investments
The profit distribution plan for 2021 formulated by the company is: Based on the company's existing total share capital of 3467957405 shares, a cash dividend of 1.13 yuan (including tax) is distributed to all shareholders for every 10 shares, with a total cash dividend of 39187918677 yuan. In this distribution, no capital reserve will be converted into share capital and no bonus shares will be given. The remaining undistributed profits are carried forward and distributed in subsequent years. The independent directors of the company have expressed independent opinions that the profit distribution plan of the company in 2021 complies with the provisions of the company law, 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, etc.
For details, please refer to the announcement of Yunnan Aluminium Co.Ltd(000807) on the profit distribution plan of 2021 (Announcement No.: 2022016) disclosed by the company on the designated information disclosure media on March 22, 2022.
This plan must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
(VI) proposal on the company's 2021 annual internal control self evaluation report
In accordance with the requirements of the basic norms of enterprise internal control and specific guidelines issued by the Ministry of finance, the CSRC and other five ministries and commissions, combined with the company's internal control system and evaluation methods, on the basis of daily and special supervision of internal control, the company seriously carried out internal control evaluation, evaluated the effectiveness of the company's internal control in 2021, and according to the actual situation of the implementation of the company's internal control, Issued the Yunnan Aluminium Co.Ltd(000807) 2021 annual internal control self evaluation report. The independent directors of the company have expressed independent opinions and believe that the self evaluation report on internal control in Yunnan Aluminium Co.Ltd(000807) 2021 truly, accurately and completely reflects the actual situation of the construction of the company's internal control system, the implementation and supervision of the internal control system. For details, please refer to the Yunnan Aluminium Co.Ltd(000807) 2021 annual internal control self evaluation report disclosed by the company on the designated information disclosure media on March 22, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
(VII) proposal on the company's 2021 social responsibility and environmental, social and Governance (ESG) report
In accordance with the guidance on the performance of social responsibilities by state-owned enterprises issued by the state owned assets supervision and Administration Commission of the State Council, the GRI standards issued by the global reporting initiative, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other regulations, and in combination with the actual situation of the company, The company has prepared the company's 2021 social responsibility and environmental, social and Governance (ESG) report. For details, see the company's 2021 social responsibility and environmental, social and Governance (ESG) report disclosed on cninfo.com on March 22, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
(VIII) proposal on confirming the implementation of daily connected transactions in 2021
According to the production and operation needs of the company, the company and its affiliated enterprises have business transactions with Aluminum Corporation Of China Limited(601600) Group Co., Ltd. (hereinafter referred to as "Chinalco group") and its controlled enterprises, which constitute daily connected transactions. In 2021, audited by PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership), the actual amount of related party transactions between the company and the related party Chinalco group and some enterprises controlled by it in 2021 was 2794353900 yuan (excluding tax). Specific related party transactions in 2021
For details, please refer to the announcement of Yunnan Aluminium Co.Ltd(000807) on the implementation of the company's daily connected transactions in 2021 (Announcement No.: 2022017) disclosed by the company on the designated information disclosure media.
The matter is a related party transaction. During the deliberation, the related party directors Mr. Zhang Zhengji, Mr. Lu Jianzeng, Mr. Gao Lidong and Mr. Jiao Yun have avoided voting. All the independent directors of the company approved the matter in advance and expressed their independent opinions with explicit consent during the deliberation.
Voting results: 5 in favor, 0 against and 0 abstention.
(IX) proposal on the special report on the deposit and use of raised funds in 2021
In accordance with the requirements of China Securities Regulatory Commission's guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and Shenzhen Stock Exchange's guidelines for the self discipline supervision of listed companies No. 1 - standardized operation of listed companies on the main board, the company has prepared the special report of Yunnan Aluminium Co.Ltd(000807) board of directors on the deposit and use of raised funds in 2021 (Announcement No.: 2022018).
The independent directors of the company have expressed independent opinions that the contents of the special report of Yunnan Aluminium Co.Ltd(000807) board of directors on the deposit and use of raised funds in 2021 are true, accurate and complete, objectively reflect the deposit and actual use of raised funds of the company, and comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies.
Voting results: 9 in favor, 0 against and 0 abstention.
(x) proposal on continuing to implement the annual salary system for the company's management team in 2022
In order to further establish and improve the company's incentive and restraint mechanism, standardize the income distribution behavior of managers, and fully mobilize the enthusiasm and creativity of managers, according to the implementation rules of the remuneration and assessment committee of Yunnan Aluminium Co.Ltd(000807) board of directors, the remuneration and assessment committee of the eighth board of directors suggested that the company will continue to implement the annual salary system linked to performance evaluation for the company's management team in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
（11） Proposal on risk assessment report of Chinalco Finance Co., Ltd
In order to ensure the safety of the company's funds deposited in Chinalco Finance Co., Ltd. (hereinafter referred to as "Chinalco finance"), the company entrusted ShineWing Certified Public Accountants (special general partnership) to evaluate the business qualification, business and risk status of Chinalco finance in 2021, and issued a risk assessment report. For details, see the risk assessment report of Chinalco Finance Co., Ltd. disclosed by the company on the designated information disclosure media on March 22, 2022.
The matter is a related party transaction. During the deliberation, the directors of related parties, Mr. Zhang Zhengji, Mr. Lu Jianzeng, Mr. Gao Lidong and Mr. Jiao Yun, have avoided voting. All independent directors of the company approved the matter in advance and expressed their independent opinions with explicit consent during the deliberation.
Voting results: 5 in favor, 0 against and 0 abstention.
（12） In order to further optimize the company's financial management, broaden financing channels, improve capital use efficiency and reduce financing costs and financing risks, the company plans to renew the financial service agreement with the related party Chinalco Finance Co., Ltd. (hereinafter referred to as "Chinalco finance") controlled by Chinalco group, Chinalco finance continues to provide deposit, credit, settlement and other financial services. The maximum daily deposit balance (including accrued interest) of the company and enterprises actually controlled by the company in the Chinalco financial settlement account is 2 billion yuan (including 2 billion yuan), and the maximum daily loan balance (including accrued interest) provided by Chinalco finance for enterprises actually controlled by the company and the company is 5.5 billion yuan (including 5.5 billion yuan), The agreement is valid for one year.
Chinalco finance provides deposit services for the company, and the deposit interest rate shall not be lower than the benchmark deposit interest rate of similar deposits in the same period issued by the people's Bank of China. At the same time, it shall not be lower than the interest rate of Chinalco finance providing deposit business to other companies. The loan interest rate of Chinalco finance to the company shall not be higher than that of the company in other Chinese financial institutions
