Securities code: Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) securities abbreviation: Changfei optical fiber Announcement No.: lin2022009 bond Code: 175070 bond abbreviation: 20 Changfei 01
Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869)
Announcement on the resolution of the 17th meeting of the third 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 Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) (hereinafter referred to as “the company” and “the company”) the 17th meeting of the third board of directors was held on March 25, 2022 by on-site and communication. The meeting notice and proposal materials have been sent to all directors for review in accordance with the provisions of Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) articles of Association (hereinafter referred to as the “articles of association”). There are 12 directors who should vote at the meeting and 12 directors who actually vote (including 4 independent directors). The meeting is presided over by the chairman, Mr. Majie. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. After careful deliberation by the directors attending the meeting, the following proposals were adopted by voting one by one, and the following resolutions were formed:
1、 Deliberated and adopted the report of the board of directors in 2021
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 12 in favor, 0 against and 0 abstention.
2、 Deliberated and adopted the report on the work of independent directors in 2021
Voting results: 12 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Report on the work of independent directors in 2021.
3、 Deliberated and adopted the 2021 president’s work report
Voting results: 12 in favor, 0 against and 0 abstention.
4、 Deliberated and adopted the annual report and summary of 2021 and the audited annual performance announcement for the year ended December 31, 2021
Agree to the 2021 annual report and summary prepared by the company in accordance with the Listing Rules of the listing place, the articles of association and the relevant provisions of the securities regulatory authority, and the audited annual performance announcement for the year ended December 31, 2021.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the website of the stock exchange of Hong Kong Limited (www.hkexnews. HK).
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 12 in favor, 0 against and 0 abstention.
5、 Deliberated and adopted the financial statements for 2021 prepared in accordance with international accounting standards
Voting results: 12 in favor, 0 against and 0 abstention.
6、 Deliberated and adopted the financial final accounts report of 2021
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 12 in favor, 0 against and 0 abstention.
7、 The 2021 environmental, social and Governance Report and corporate social responsibility report were reviewed and adopted. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day And the website of the stock exchange of Hong Kong Limited (www.hkexnews. HK).
Voting results: 12 in favor, 0 against and 0 abstention.
8、 Deliberated and adopted the 2021 annual internal control evaluation report
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the website of the stock exchange of Hong Kong Limited (www.hkexnews. HK).
Independent directors have expressed independent opinions on relevant matters. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day Opinions of the third session of the 17th independent board of directors on matters considered by the independent board of directors.
Voting results: 12 in favor, 0 against and 0 abstention.
9、 Deliberated and adopted the profit distribution plan for 2021
The company plans to distribute a cash dividend of RMB 2.81 (including tax) to all shareholders for every 10 shares based on the total share capital on the date of equity distribution and equity registration. As of December 31, 2021, the total share capital of the company is 757905108 shares. Based on this calculation, it is expected to pay a total cash dividend of RMB 212971335 (including tax), accounting for about 30.1% of the company’s net profit attributable to ordinary shareholders of Listed Companies in 2021. This dividend will not be given bonus shares, nor will the capital reserve be converted into share capital, and the remaining undistributed profits will be carried forward to the next year. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of annual profit distribution plan for 2021 (Announcement No.: pro 2022012).
Independent directors have expressed independent opinions on relevant matters. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day Independent opinions of Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) independent directors on relevant deliberations of the 17th meeting of the third board of directors.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 12 in favor, 0 against and 0 abstention.
10、 Review and approve the 2021 company performance appraisal results
Independent directors have expressed independent opinions on relevant matters. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day Independent opinions of Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) independent directors on relevant deliberations of the 17th meeting of the third board of directors.
Voting results: 12 in favor, 0 against and 0 abstention.
11、 The proposal on reappointment of KPMG Huazhen Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 was reviewed and approved
Agree to renew the appointment of KPMG Huazhen Certified Public Accountants (special general partnership) as the company’s financial audit institution and internal control audit institution in 2022, and authorize the management to determine its audit related expenses. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on reappointment of the company’s audit institution in 2022 (Announcement No.: pro 2022011).
Independent directors have expressed their prior approval opinions and independent opinions on relevant matters. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day Prior approval opinions of Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) independent directors on relevant deliberations of the 17th meeting of the third board of directors and independent opinions of Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) independent directors on relevant deliberations of the 17th meeting of the third board of directors.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 12 in favor, 0 against and 0 abstention.
12、 Deliberated and passed the proposal on purchasing liability insurance for directors, supervisors and senior executives
Independent directors have expressed independent opinions on relevant matters. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day Independent opinions of Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) independent directors on relevant deliberations of the 17th meeting of the third board of directors.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 12 in favor, 0 against and 0 abstention.
13、 Deliberated and passed the proposal on the external guarantee amount of the company and its subsidiaries in 2022
Approve the total amount of external guarantee of the company and its subsidiaries in 2022, equivalent to about RMB 1.336 billion, and agree to give any director the authorization to adjust the actual guarantee amount and specific implementation of each company according to the actual needs of its subsidiaries within the guarantee amount. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on the external guarantee amount of the company and its subsidiaries in 2022 (Announcement No.: pro 2022013).
Independent directors have expressed independent opinions on relevant matters. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day Special instructions and independent opinions of Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) independent directors on external guarantee.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 12 in favor, 0 against and 0 abstention.
14、 Deliberated and passed the proposal on the issuance of debt financing instruments by the company
After deliberation, the board of directors unanimously agreed to the proposal, including: 1. Agree that the company will issue debt financing instruments with a total outstanding principal balance of no more than RMB 2.5 billion, with a term of no more than 10 years. On the premise of meeting the requirements of relevant laws, regulations and normative documents, the raised funds will be used to meet the needs of the company’s production and operation, adjust the debt structure, supplement working capital or project investment, epidemic prevention and control and other purposes; 2. It is agreed that the debt financing instruments to be issued by the company include but are not limited to corporate bonds, corporate bonds, medium-term notes, short-term financing bonds, ultra short-term financing bonds and other debt financing instruments in the inter-bank bond market, which can be a single term variety or a combination of multiple term varieties. The specific term composition and types of each term shall be determined by the board of directors and the authorized person of the board of directors according to relevant regulations and market conditions; 3. Agree that the issuance methods of debt financing instruments are approved, filed or registered by the competent regulatory authorities according to relevant regulations, one-time or phased, public or non-public issuance, etc; 4. The validity of the resolution approving the issuance of debt financing instruments by the company is 24 months from the date of deliberation and approval by the general meeting of shareholders. 5. Agree to authorize the board of directors of the company to decide all matters related to the issuance of debt financing instruments according to the business needs of the company and the market conditions at that time, including but not limited to:
(1) Determine the issuing subject, the type of debt financing instruments issued, the issuing scale, the issuing method, the issuing place, the issuing time, the issuing period, the specific amount of debt financing instruments issued in each period, the purpose of raised funds, the issuing price, the issuing interest rate, the issuing object, the underwriting method, the issuing purpose, the guarantee method and other issues related to the issuance;
(2) Decide to hire professional institutions and personnel such as underwriting institutions, credit rating agencies, audit institutions and law firms to handle matters related to the issuance;
(3) Apply to relevant competent regulatory authorities for approval, filing, registration and other procedures related to the issuance;
(4) Sign, execute and modify contracts, agreements and relevant documents related to the issuance of debt financing instruments; (5) Select bond trustee and formulate rules for bondholders’ meeting (if applicable);
(6) If the issuance policy of the regulatory authority changes or the market conditions change, in addition to the matters that need to be voted again by the general meeting of shareholders in accordance with relevant laws, regulations and the articles of association, within the scope of authorization of the general meeting of shareholders, the specific scheme for the issuance of debt financing instruments and other relevant matters can be adjusted accordingly according to the opinions of the regulatory authority or the market conditions at that time;
(7) Handle other matters related to the issuance, listing or listing of debt financing instruments;
(8) Handle any other specific matters related to the issuance of debt financing instruments. 6. It is agreed that after obtaining the authorization of the general meeting of shareholders, the board of directors authorizes the chairman of the company as the authorized person of the board of directors to make specific decisions and handle the relevant matters of the above bond financing instruments on behalf of the company in accordance with the resolutions of the general meeting of shareholders and the authorization of the board of directors. 7. After the above-mentioned debt financing instruments are approved, filed or registered by the competent regulatory authority, when they are actually issued, the board of directors authorizes the chairman of the board of directors to make a decision within the scope of single issuance of no more than 500 million yuan and cumulative issuance of no more than 1.5 billion yuan. If they exceed the above scope, they shall be deliberated and approved by the board of directors. 8. The validity period of the above authorization is 24 months from the date of deliberation and approval by the general meeting of shareholders. If the board of directors or the person authorized by the board of directors has decided on the issuance or partial issuance within the validity period of the authorization, but has not obtained the issuance approval, license, registration or registration of the regulatory authority, or has approved, license, registration or registration of the issuance by the regulatory authority but has not completed the issuance, the validity period of the authorization to the board of directors or the person authorized by the board of directors shall continue until the date of completion of the relevant issuance.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 12 in favor, 0 against and 0 abstention.
15、 Deliberated and adopted the proposal on further optimizing the existing organization
It is agreed to set the State Key Laboratory of optical fiber and cable preparation technology of the company as a level-1 independent functional center based on the structure of the original 6 centers and 4 business divisions.
Voting results: 12 in favor, 0 against and 0 abstention.
16、 Reviewed and approved the 2022 business plan
Voting results: 12 in favor, 0 against and 0 abstention.
17、 Deliberated and adopted the proposal on proposing to convene the 2021 annual general meeting of shareholders
Agree to authorize the management to decide to convene the 2021 annual general meeting of shareholders in due time to consider relevant proposals.
Voting results: 12 in favor, 0 against and 0 abstention.
