Securities code: China Merchants Energy Shipping Co.Ltd(601872) securities abbreviation: China Merchants Energy Shipping Co.Ltd(601872) Announcement No.: 2022 [009] China Merchants Energy Shipping Co.Ltd(601872)
Announcement of resolutions of the 12th meeting of the 6th board of directors
The board of directors and 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.
China Merchants Energy Shipping Co.Ltd(601872) (hereinafter referred to as “the company” and “the company”) sent the notice of the 12th meeting of the 6th board of directors to all directors, supervisors and senior managers of the company in writing on March 14, 2022 by e-mail and written delivery. On March 24, 2022, the 12th meeting of the sixth board of directors of the company (hereinafter referred to as “the meeting”) was held in Shenzhen in the form of on-site connection with the network. The meeting was presided over by Mr. Xie Chunlin, chairman of the board. There were 12 directors who should attend the meeting and 12 directors who actually attended the meeting. The Secretary of the board of directors, all members of the board of supervisors, some senior managers and heads of some functional departments attended the meeting as nonvoting delegates.
The time, place and method of this meeting are in accordance with the company law and other laws, administrative regulations and departmental rules, as well as the relevant provisions of the articles of association, and are legal and effective.
The following proposals were considered and adopted by voting at this meeting:
1、 Proposal on the 2021 annual work report of the board of directors of the company
The board of directors deliberated and approved the 2021 annual work report of the board of directors of the company and agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 12 in favor, 0 against and 0 abstention.
2、 Proposal on the 2021 annual work report of the general manager of the company
Voting: 12 in favor, 0 against and 0 abstention.
3、 Proposal on 2021 annual report of independent directors of the company
The board of directors reviewed and approved the 2021 annual report of independent directors of the company and agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 12 in favor, 0 against and 0 abstention.
For details, please refer to the website of China Securities Journal, securities times and Shanghai Stock Exchange on the same day（ http://www.sse.com.cn. ）Report on the work of independent directors of the company in 2021 issued on the.
4、 Proposal on the 2021 performance report of the audit committee of the board of directors
Voting: 12 in favor, 0 against and 0 abstention.
For details, please refer to the website of China Securities Journal, securities times and Shanghai Stock Exchange on the same day（ http://www.sse.com.cn. ）Report on the performance of the audit committee of the board of directors in 2021 issued on the.
5、 Proposal on the 2021 annual financial statement of the company
The board of directors reviewed and approved the company’s 2021 annual financial statement report and the company’s 2021 annual audit report, and agreed to submit the company’s 2021 annual financial statement report to the company’s 2021 annual general meeting for deliberation.
Voting: 12 in favor, 0 against and 0 abstention.
6、 Proposal on 2021 profit distribution plan of the company
Audited by ShineWing certified public accountants, China Merchants Energy Shipping Co.Ltd(601872) (hereinafter referred to as “the company” or “the company”) achieved a net profit of 360906903918 yuan attributable to shareholders of the listed company in 2021 (after consolidation and adjustment under the same control), including 295620872542 yuan actually attributable to shareholders of the listed company and 104487706333 yuan net profit reported by the parent company. The profit distribution plan for 2021 is as follows:
1. 10% of the statutory surplus reserve of 10448770633 yuan is withdrawn according to the net profit of the parent company; 2. As of December 31, 2021, the total share capital of the company is 8107841801 shares, and the cash dividend of RMB 1.10 (tax included) is distributed to all shareholders for every 10 shares. The total cash dividend distributed is RMB 89186259811 (tax included). The cash dividend accounts for 30.17% of the net profit actually attributable to the shareholders of China Merchants Energy Shipping Co.Ltd(601872) listed company in the reporting period of the consolidated statements.
This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for approval and implementation.
12 votes against, 0 abstentions.
Zhang Liang, Sheng Muxian, Wu Shuxiong and Quan Zhongguang, the independent directors of the company, expressed their independent opinions on the proposal.
For details, please refer to the website of China Securities Journal, securities times and Shanghai Stock Exchange on the same day（ http://www.sse.com.cn. ）Announcement on profit distribution plan in 2021, Announcement No.: 2022 [011].
7、 Proposal on the 2021 annual report of the company and its summary
Voting: 12 in favor, 0 against and 0 abstention.
For details, please refer to the website of China Securities Journal, securities times and Shanghai Stock Exchange on the same day（ http://www.sse.com.cn. ）The company’s 2021 annual report and its summary published on the.
8、 Proposal on the 2021 internal control evaluation report of the company
Voting: 12 in favor, 0 against and 0 abstention.
For details, please refer to the website of China Securities Journal, securities times and Shanghai Stock Exchange on the same day（ http://www.sse.com.cn. ）The company’s 2021 annual internal control evaluation report was released on.
Zhang Liang, Sheng Muxian, Wu Shuxiong and Quan Zhongguang, the independent directors of the company, expressed their independent opinions on the 2021 internal control evaluation report of the company.
9、 Proposal on internal control audit report of the company in 2021
Voting: 12 in favor, 0 against and 0 abstention.
For details, please refer to the website of China Securities Journal, securities times and Shanghai Stock Exchange on the same day（ http://www.sse.com.cn. ）The company’s 2021 annual internal control audit report issued on.
10、 Proposal on the special report on the use and storage of the company’s raised funds in 2021
Voting: 12 in favor, 0 against and 0 abstention.
For details, please refer to the website of China Securities Journal, securities times and Shanghai Stock Exchange on the same day（ http://www.sse.com.cn. ）Special report of China Merchants Energy Shipping Co.Ltd(601872) on the deposit and use of raised funds in 2021 (Announcement No.: 2022 [012]) issued on.
Zhang Liang, Sheng Muxian, Wu Shuxiong and Quan Zhongguang, the independent directors of the company, expressed their independent opinions on the special report on the use and deposit of the company’s raised funds in 2021. 11、 Proposal on the company’s application for standby comprehensive credit line to domestic and foreign banks within one year from May 1, 2022
The board of directors agrees to submit to the general meeting of shareholders for approval: from May 1, 2022 to December 31, 2022, apply for a standby comprehensive credit line of no more than US $1.162 billion from domestic and foreign banks; From January 1, 2023 to April 30, 2023, apply for a standby comprehensive credit line of no more than US $200 million from domestic and foreign banks. And authorize the general manager of the company or the person authorized in writing to sign relevant legal documents with relevant banks on behalf of the company.
The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 12 in favor, 0 against and 0 abstention.
12、 Proposal on continuing to employ ShineWing certified public accountants as the financial and internal control audit institution of the company in 2022
The board of directors agrees that the company will continue to employ ShineWing certified public accountants as the company’s 2022 financial statement audit and internal control audit institution, responsible for the company’s accounting statement audit and internal control audit and other related work; The term of employment is one year. From January 1, 2022 to December 31, 2022, the audit fee in 2022 is proposed to not exceed RMB 3.95 million.
The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 12 in favor, 0 against and 0 abstention.
Zhang Liang, Sheng Muxian, Wu Shuxiong and Quan Zhongguang, the independent directors of the company, reviewed the proposal in advance, agreed to submit it to the board of directors for deliberation, and expressed their agreed independent opinions. For details, please refer to the website of China Securities Journal, securities times and Shanghai Stock Exchange on the same day（ http://www.sse.com.cn. ）Announcement on continued employment of accounting firms in 2022 (Announcement No.: 2022 [013]) issued on.
13、 Proposal on the company’s report on daily connected transactions in 2021 and the forecast of daily connected transactions in 2022
The board of directors reviewed and approved the proposal of the report on the company’s daily connected transactions in 2021 and the forecast of daily connected transactions in 2022 one by one, and agreed to submit it to the 2021 general meeting of shareholders for deliberation.
1. It is estimated that in 2022, the related party transactions such as ship repair between the company and Shekou Youlian shipyard and its subsidiaries will not exceed RMB 300 million.
Voting: 9 in favor, 0 against and 0 abstention.
2. It is estimated that in 2022, the related party transactions of oil transportation between the company and Petrochina Company Limited(601857) Chemical Group Co., Ltd. and its subsidiaries will not exceed RMB 3 billion, and the related party transactions of marine fuel oil and lubricating oil procurement will not exceed RMB 1 billion;
Voting: 10 in favor, 0 against and 0 abstention.
3. It is estimated that in 2022, the company’s transactions with China Merchants Haitong Trading Co., Ltd. and its subsidiaries, such as material spare parts supply and marine equipment agency, will not exceed RMB 250 million; Voting: 9 in favor, 0 against and 0 abstention.
4. It is estimated that the amount of related party transactions between the company and Shenzhen Haishun Maritime Service Co., Ltd. in crew management or agency in 2022 will not exceed RMB 100 million;
Voting: 9 in favor, 0 against and 0 abstention.
5. It is estimated that the amount of related party transactions between the company and Wuhan Haishun Maritime Service Co., Ltd. in crew management or agency in 2022 will not exceed 150 million yuan;
Voting: 9 in favor, 0 against and 0 abstention.
6. It is estimated that the amount of daily related party transactions between the company and Sinotrans Changhang group and its subsidiaries in 2022, such as cargo freight, ship rent, site rent, ship repair, port use fee and berthing fee, purchase of marine fuel oil, lubricating oil and crew management / agency fee, will not exceed RMB 250 million;
Voting: 9 in favor, 0 against and 0 abstention.
7. The estimated annual amount of goods leasing and its affiliated companies does not exceed RMB 3.5 billion; Voting: 9 in favor, 0 against and 0 abstention.
8. It is estimated that in 2022, the amount of daily related party transactions between the company and Liaoning Port Group Co., Ltd. and its subsidiaries, such as site rental fee, port use fee and berthing fee, will not exceed RMB 100 million;
Voting: 9 in favor, 0 against and 0 abstention.
Mr. Song Dexing, the vice chairman of China Merchants Group Co., Ltd., as the head of the transportation and logistics department / Beijing headquarters, Mr. Zhao Yaoming, the director, as the head of the safety supervision and management department (emergency management department) of China Merchants Group, and Deng Weidong, the director, as the head of the strategic development department / science and technology innovation Department of China Merchants Group, as the related director, evaded items 1, 3 and 4 of “expected daily related party transactions of the company in 2022” in this proposal In items 5, 6, 7 and 8, Mr. Wu Bo, the vice chairman of the board of directors, was the general manager of China Petroleum & Chemical Corporation(600028) Finance Department of the related party, and Mr. Zhong Fuliang, the director of the board of directors, was the deputy general manager of the related party United Petrochemical, and avoided voting on Item 2 of “expected daily related party transactions of the company in 2022” in this proposal.
For details, please refer to the website of China Securities Journal, securities times and Shanghai Stock Exchange on the same day（ http://www.sse.com.cn. ）The report of China Merchants Energy Shipping Co.Ltd(601872) on the daily connected transactions in 2021 and the announcement on the forecast of daily connected transactions in 2022 (Announcement No.: 2022 [014]) issued on the.
Zhang Liang, Sheng Muxian, Wu Shuxiong and Quan Zhongguang, the independent directors of the company, reviewed the proposal in advance, agreed to submit it to the board of directors for deliberation, and expressed their agreed independent opinions. 14、 Proposal on risk assessment report of China Merchants Group Finance Co., Ltd. on December 31, 2021
The board of directors agreed to the risk assessment report of China Merchants Group Finance Co., Ltd. on December 31, 2021.
Voting: 9 in favor, 0 against and 0 abstention.
