Securities code: Shandong Humon Smelting Co.Ltd(002237) securities abbreviation: Shandong Humon Smelting Co.Ltd(002237) Announcement No.: 2022009 Shandong Humon Smelting Co.Ltd(002237)
Announcement of resolutions of the 13th meeting of the ninth 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
Shandong Humon Smelting Co.Ltd(002237) (hereinafter referred to as "the company") sent the notice on convening the 13th meeting of the 9th board of directors to all directors by hand or fax on March 10, 2022, and the meeting was held on March 21 by combining on-site and communication. There are 9 directors who should attend the meeting and 9 directors who actually attend the meeting. (Chairman Mr. Huang Ruqing, directors Mr. Zhang Jianhua and Mr. Zhang Qibin, independent directors Mr. Huang Jianbai, Mr. Jiao Jian and Ms. Wang Yongmei attended the meeting by means of communication voting.) The meeting was presided over by Mr. Huang Ruqing, chairman of the board of directors. Mr. Jin Licheng and Mr. Yu Weijun, supervisors of the company, some senior managers and representatives of Guotai Junan Securities Co.Ltd(601211) sponsors 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、 Deliberations of the board meeting
After careful deliberation by the directors attending the meeting, the following proposals were adopted:
1. Review and approve the 2021 general manager's work report
Voting results: 9 in favor, 0 against and 0 abstention.
2. Deliberated and adopted the work report of the board of directors in 2021
Voting results: 9 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 full text of the work report of the board of directors in 2021 is detailed on cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）。
Mr. Huang Jianbai, Mr. Jiao Jian and Ms. Wang Yongmei, the independent directors, respectively submitted the 2021 annual report of independent directors to the board of directors of the company and will report on their work at the 2021 annual general meeting of shareholders of the company. For the full text, please refer to cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）。
3. Deliberating and adopting the full text and summary of the annual report for 2021
Voting results: 9 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 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. ）。
4. Review and adopt the financial final accounts report of 2021
Voting results: 9 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. ）。
5. Review and adopt the 2021 internal control evaluation report
Voting results: 9 in favor, 0 against and 0 abstention.
For details of the internal control evaluation report in 2021, see cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）。
The independent directors of the company have expressed independent opinions on this proposal. See cninfo.com for details（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 13th meeting of the ninth board of directors.
6. Review and approve the self inspection form for the implementation of internal control rules
Voting results: 9 in favor, 0 against and 0 abstention.
See cninfo.com on March 22, 2022 for details of the self inspection form for the implementation of internal control rules（ http://www.cn.info.com.cn. ）。
7. Consider and adopt the 2021 annual environmental report
Voting results: 9 in favor, 0 against and 0 abstention.
See cninfo.com on March 22, 2022 for the full text of the 2021 environmental report（ http://www.cn.info.com.cn. ）。
8. 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 controlling shareholder Jiangxi Copper Company Limited(600362) proposed the company's 2021 profit distribution and capital reserve conversion plan as follows: Based on the company's total share capital of 1148014400 shares on December 31, 2021, cash dividend of 0.40 yuan (including tax) will be distributed to all shareholders for every 10 shares, and the expected dividend of 4592057600 yuan will be distributed, and the remaining undistributed profit will be carried forward to the next year. No conversion of accumulation fund into share capital.
If the share capital changes after the board of directors deliberates the profit distribution plan, the distribution proportion will be adjusted according to the principle that the total distribution amount remains unchanged.
Voting results: 9 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 independent directors of the company have issued prior approval opinions and independent opinions on this proposal. For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Prior approval opinions of independent directors on matters related to the 13th meeting of the ninth board of directors and independent opinions of independent directors on matters related to the 13th meeting of the ninth board of directors.
9. The proposal on the deposit and use of raised funds in 2021 was considered and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
The special report on the deposit and use of raised funds in 2021 (Announcement No.: 2022013) 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. ）。
The independent directors of the company have issued prior approval opinions and independent opinions on this proposal. For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Prior approval opinions of independent directors on matters related to the 13th meeting of the ninth board of directors and independent opinions of independent directors on matters related to the 13th meeting of the ninth board of directors.
10. The proposal on the remuneration of directors and supervisors in 2021 was deliberated and adopted
After deliberation and approval by the remuneration and assessment committee of the board of directors, the remuneration of the company's directors and supervisors in 2021 and the allowance of independent directors are detailed in cninfo.com（ http://www.cn.info.com.cn. ）"Section IV corporate governance v. directors, supervisors and senior managers" in the full text of the 2021 annual report on.
Voting results: 9 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 independent directors of the company have expressed independent opinions on this proposal. See cninfo.com for details（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 13th meeting of the ninth board of directors.
11. Deliberated and passed the proposal on the remuneration of senior managers in 2021
After deliberation and approval by the remuneration and assessment committee of the board of directors of the company, the details of the remuneration of senior managers of the company in 2021 are detailed in cninfo.com（ http://www.cn.info.com.cn. ）"Section IV corporate governance v. directors, supervisors and senior managers" in the full text of the 2021 annual report on.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed independent opinions on this proposal. See cninfo.com for details（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 13th meeting of the ninth board of directors.
12. The proposal on the renewal of the company's 2022 financial audit institution was deliberated and adopted
Voting results: 9 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. ）。
The independent directors of the company have issued prior approval opinions and independent opinions on this proposal. For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Prior approval opinions of independent directors on matters related to the 13th meeting of the ninth board of directors and matters related to the 13th meeting of the ninth board of directors
13. Review and approve the 2022 annual production and operation plan
It is planned to achieve 43.26 tons of gold, 723.22 tons of silver, 190100 tons of electrolytic copper and 1.24 million tons of sulfuric acid in 2022. The management of the authorized company can adjust the above plans in time according to the changes of market conditions.
Voting results: 9 in favor, 0 against and 0 abstention.
14. Review and approve the investment plan for 2022
In 2022, on the premise of ensuring the smooth operation of the existing production system, the company will continue to promote key construction projects, technical project transformation, technical R & D projects and other work. It is estimated that the investment in 2022 will be about 935 million yuan. The investment in 2022 is significantly higher than that in 2021, mainly because the company plans to start the construction of complex gold concentrate multi-element comprehensive recovery project, with a total investment of 4.27 billion yuan and a planned investment of 364 million yuan in 2022.
Voting results: 9 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.
15. 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: 9 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.
16. 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
Related directors Mr. Huang Ruqing, Mr. Qu Shengli, Mr. Zhou Zhenghua, Mr. Zhang Jianhua and Mr. Zhang Qibin withdrew from voting.
Voting results: 4 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.
(Announcement No.: 2022015) see securities times, China Securities Journal, Shanghai Securities News, securities daily and cninfo.com on March 22, 2022 for details（ http://www.cn.info.com.cn. ）。
The independent directors of the company have issued prior approval opinions and independent opinions on this proposal. For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Prior approval opinions of independent directors on matters related to the 13th meeting of the ninth board of directors and independent opinions of independent directors on matters related to the 13th meeting of the ninth board of directors.
17. 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
Related directors Mr. Qu Shengli and Mr. Zuo Hongwei avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention.
