Securities code: Shandong Humon Smelting Co.Ltd(002237) securities abbreviation: Shandong Humon Smelting Co.Ltd(002237) Announcement No.: 2022010 Shandong Humon Smelting Co.Ltd(002237)
Announcement of resolutions of the 10th meeting of the 9th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Shandong Humon Smelting Co.Ltd(002237) (hereinafter referred to as “the company”) sent the notice on convening the 10th meeting of the 9th board of supervisors to all supervisors by hand or fax on March 10, 2022, and the meeting was held on March 21 by combining on-site and communication. Three supervisors should attend the meeting and three supervisors actually attended the meeting. (Mr. Liu Qianming, the supervisor, attended the meeting by means of communication voting.) The meeting was convened and presided over by Mr. Wu Zhongliang, chairman of the board of supervisors. Mr. Jin Licheng and Mr. Yu Weijun, some senior managers of the company and the representative of Guotai Junan Securities Co.Ltd(601211) sponsor of the continuous supervision organization, attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law and the articles of association, and the meeting is legal and effective.
2、 Deliberation at the meeting of the board of supervisors
After careful deliberation by the attending supervisors, the following proposals were adopted:
1. Review and approve the work report of the board of supervisors in 2021
Voting results: 3 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
See the work report of the board of supervisors in 2021 on cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）。
2. Deliberated and adopted the full text and summary of the 2021 Annual Report
There were 0 affirmative votes and 3 abstention votes. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The board of supervisors believes that the procedures for the full text and summary of the company’s 2021 annual report prepared and reviewed by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
The full text of the 2021 annual report (Announcement No.: 2022011) is detailed on cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）；
The summary of annual report for 2021 (Announcement No.: 2022012) is detailed in securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）。
3. Review and adopt the financial final accounts report of 2021
Voting results: 3 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
See cninfo.com.cn on March 22, 2022 for details of the financial final report of 2021（ http://www.cn.info.com.cn. ）。
4. Review and adopt the 2021 internal control evaluation report
Voting results: 3 in favor, 0 against and 0 abstention.
The board of supervisors believes that the company has established a perfect internal control system in accordance with the requirements of relevant laws and regulations and the needs of the company’s production and operation management, which can be effectively implemented, and has played a good role in risk prevention and control in all links of the company’s operation and management. The internal control shall adapt to the current business scale, business scope, competition and risk level of the company, and shall be adjusted in time with the changes of the situation. The company’s internal control system has no major defects and can effectively ensure the orderly operation of the company’s business activities. The 2021 internal control evaluation report is in line with the actual situation of the company’s internal control.
For details of the internal control evaluation report in 2021, see cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）。
5. Deliberated and passed the proposal on profit distribution and increase of accumulation fund in 2021
The net profit attributable to the shareholders of the parent company is 45481744822 yuan, plus 287712687292 yuan of undistributed profit at the beginning of the year, minus 4815539203 yuan of legal surplus reserve withdrawn in 2021, minus 8610108000 yuan of distribution to shareholders in 2020, and 319768784911 yuan of profit available for distribution at the end of the period.
Based on the actual operation and good development prospects of the company in 2021, in order to actively repay shareholders and share the operating results of the company’s development with all shareholders, in accordance with the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and other relevant provisions, on the premise of conforming to the principle of profit distribution and ensuring the normal operation and long-term development of the company, The company’s controlling shareholder Jiangxi Copper Company Limited(600362) proposed the company’s profit distribution and capital reserve conversion plan for 2021 as follows: the total share capital of the company on December 31, 2021 is 1148014400 shares, and the remaining undistributed profits are carried forward to the next year. No conversion of accumulation fund into share capital.
Voting results: 3 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The board of supervisors believes that the profit distribution plan for 2021 proposed by the board of directors meets the needs of the company’s long-term development plan, complies with the company law and other relevant laws and regulations and the relevant provisions of the articles of association, and has legitimacy, compliance and rationality.
6. The proposal on the renewal of the company’s 2022 financial audit institution was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The announcement on the renewal of the company’s 2022 financial audit institution (Announcement No.: 2022014) is detailed in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）。
7. Review and adopt the capital budget for 2022
In 2022, the total cash inflow from operating activities was 45064324900 yuan, the total cash outflow from operating activities was 44497538300 yuan, and the net cash flow from operating activities was 566786600 yuan; In 2022, the cash outflow from investment activities was 32694296 million yuan, and the net cash flow from investment activities was -32694296 million yuan; The cash inflow from financing activities is 12023835000 yuan, the cash outflow from financing activities is 9952441600 yuan, and the net cash flow from financing activities is 2071393400 yuan; The impact of exchange rate changes on cash and cash equivalents -6059100 yuan; The opening balance is 2247498200 yuan in total, and the available fund balance at the end of 2022 is expected to be 1610189600 yuan.
Voting results: 3 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. The proposal on the prediction of daily connected transactions with Jiangxi Copper Company Limited(600362) and its related parties in 2022 was considered and adopted
Mr. Liu Qianming, a related supervisor, avoided voting.
Voting results: 2 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The board of supervisors believes that the daily related party transactions between the company and Jiangxi Copper Company Limited(600362) and its related parties are necessary for production and operation. These transactions are based on the needs of the company to maintain normal production and operation, contribute to the stability and expansion of the company’s market, have fair pricing, follow the principles of fairness, openness and impartiality, and have not damaged the interests of the company and minority shareholders.
The announcement on the forecast of daily connected transactions with Jiangxi Copper Company Limited(600362) and its related parties in 2022 (Announcement No.: 2022015) is detailed in the securities times, China Securities Journal, Shanghai Securities News, securities daily and cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）。
9. The proposal on the prediction of daily connected transactions with Yantai humon Group Co., Ltd. and its related parties in 2022 was deliberated and adopted
Mr. Wu Zhongliang, a related supervisor, avoided voting.
Voting results: 2 in favor, 0 against and 0 abstention.
The board of supervisors believes that the daily related party transactions between the company and Yantai humon Group Co., Ltd. and its related parties are necessary for production and operation. These transactions are based on the needs of the company to maintain normal production and operation, contribute to the stability and expansion of the company’s market, have fair pricing, follow the principles of fairness, openness and impartiality, and do not damage the interests of the company and minority shareholders.
The announcement on the forecast of daily connected transactions with Yantai humon Group Co., Ltd. and its related parties in 2022 (Announcement No.: 2022016) is detailed in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）。
10. The proposal on risk assessment report of Jiangxi Copper Company Limited(600362) Group Finance Co., Ltd. was deliberated and adopted
Mr. Liu Qianming, a related supervisor, avoided voting.
Voting results: 2 in favor, 0 against and 0 abstention.
The board of supervisors believes that the risk assessment report has objectively and fully assessed the risks of the company’s deposit and loan business in Jiangxi Copper Company Limited(600362) Group Finance Co., Ltd. When the board of directors of the company deliberated the proposal, the related directors have avoided voting, and the deliberation procedures comply with the relevant provisions of the company law and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
For the full text of the risk assessment report on Jiangxi Copper Company Limited(600362) Group Finance Co., Ltd., please refer to cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）。
11. The proposal on the provision for asset impairment in the second half of 2021 was considered and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
The board of supervisors believes that the company’s provision for asset impairment this time is in line with the medium and long-term interests of the company and all shareholders, the provisions of relevant laws and regulations and accounting standards for business enterprises, and the decision-making procedures of the board of directors are also in line with relevant laws, regulations and the articles of association.
See the announcement on the provision for asset impairment in the second half of 2021 (Announcement No.: 2022018) for details
On March 22, 2022, securities times, China Securities Journal, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）。
12. Deliberated and passed the proposal on by election of supervisors
Voting results: 3 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The announcement on by election of supervisors (Announcement No.: 2022020) is detailed in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）。
3、 Documents for future reference
Shandong Humon Smelting Co.Ltd(002237) the resolution of the 10th meeting of the ninth board of supervisors.
It is hereby announced.
Shandong Humon Smelting Co.Ltd(002237)
Board of supervisors
March 22, 2022
