Stock Code: China Petroleum & Chemical Corporation(600028) stock abbreviation: China Petroleum & Chemical Corporation(600028) Announcement No.: 202207
China Petroleum & Chemical Corporation(600028)
Announcement of resolutions of the 7th Meeting of the 8th board of directors
China Petroleum & Chemical Corporation(600028) the board of directors and all directors 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 The seventh meeting of the eighth board of directors of China Petroleum & Chemical Corporation(600028) (hereinafter referred to as ” China Petroleum & Chemical Corporation(600028) ” or “the company”) (hereinafter referred to as “the meeting”) was notified in writing on February 28, 2022, materials were sent in writing on March 15, 2022, and held in Beijing on March 25, 2022 by on-site and teleconference. The meeting was presided over by Mr. Ma Yongsheng, chairman of the board.
There are 10 directors who should attend the meeting and 10 directors who actually attend the meeting. Some members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of the meeting shall comply with the provisions of relevant laws and China Petroleum & Chemical Corporation(600028) articles of Association (hereinafter referred to as the “articles of association”).
The directors present at the meeting deliberated and approved the following matters and proposals by voting item by item:
1、 Work report of the board of directors in 2021.
2、 Report on the completion of objectives and tasks in 2021 and the work arrangement in 2022.
3、 Description of operating performance, financial status and related matters in 2021.
4、 Proposal on the provision for impairment in 2021.
According to the Chinese accounting standards for business enterprises, as of December 31, 2021, the company has accrued impairment reserves of RMB 15.687 billion in 2021.
For details, see the announcement on the provision for impairment disclosed by the company on the same day.
5、 Proposal on related party transactions in 2021.
Independent non-executive directors believe that the related party transactions in 2021 are based on daily and general business transactions and conducted in accordance with general commercial terms. The transaction price is fair and reasonable for the company, and there is no damage to the rights and interests of the company and independent shareholders.
6、 Proposal on continuous risk assessment report of connected transactions between China Petroleum & Chemical Corporation(600028) and China Petroleum & Chemical Corporation(600028) Finance Co., Ltd. (hereinafter referred to as “finance company”) and Shengjun International Investment Co., Ltd. (hereinafter referred to as “Shengjun company”).
The independent non-executive directors believe that the related party transactions between the company and the finance company and Shengjun company in 2021 are based on daily and general business transactions and carried out in accordance with general commercial terms. The transaction price is fair, fair and reasonable for the company and in line with relevant regulatory regulations. The funds of the finance company and Shengjun company are independent and safe, there is no risk of occupation, and there is no damage to the rights and interests of the company and shareholders, There are no situations that may lead to significant risks for the company. 7、 Proposal on the report on the implementation of financial derivatives business in 2021 and the work plan in 2022. Independent non-executive directors all believe that the financial derivatives business carried out by the company is necessary for production and operation for the purpose of reducing risk exposure, and there is no damage to the interests of the company and shareholders, nor any situation that may lead to significant risks of the company; Agree to the company’s work plan for financial derivatives business in 2022.
8、 Proposal on profit distribution plan for 2021.
Independent non-executive directors believe that the profit distribution plan for 2021 comprehensively considers the return of shareholders, the company’s profitability, cash flow and future development needs, and complies with the articles of association, laws and regulations and relevant provisions of securities regulatory authorities. The decision-making procedure of the profit distribution plan complies with the provisions of relevant laws and regulations and the articles of association. There is no behavior damaging the rights and interests of the company and minority shareholders, and there are no major risks that may exist. We agree to the profit distribution plan.
For details, please refer to the announcement of A-share profit distribution plan at the end of 2021 disclosed by the company on the same day.
9、 Proposal on audit fees in 2021.
In 2021, the total audit fees of KPMG Huazhen Certified Public Accountants (special general partnership) and KPMG Certified Public Accountants (hereinafter referred to as “KPMG”) were 41.69 million yuan.
10、 Internal control evaluation report in 2021.
Independent non-executive directors agree that the report comprehensively, truly and accurately reflects the actual situation of internal control, there is no behavior damaging the rights and interests of the company and minority shareholders, and there are no major risks that may be caused by internal control matters.
11、 Financial report of the company in 2021 audited by KPMG.
12、 Annual report of the company in 2021.
13、 The company’s 2021 sustainable development report.
14、 Proposal on renewing KPMG as the external auditor of 60 Tianjin Guifaxiang 18Th Street Mahua Food Co.Ltd(002820) 22 and submitting it to the 2021 annual general meeting of shareholders (hereinafter referred to as the “annual general meeting of shareholders”) to authorize the board of directors to determine its remuneration.
Before the proposal was submitted to the board of directors for consideration, it was approved in advance by the independent non-executive directors, who expressed their independent opinions. They all believed that KPMG had the corresponding professional qualification and investor protection ability, was competent for the company’s audit work, did not find any violation of integrity and independence, and the review procedure of renewal met the articles of association and relevant regulatory requirements, There are no acts that damage the rights and interests of the company and minority shareholders, and no major risks that may exist are found. The company agrees to renew the appointment of KPMG as the external auditor of 60 Tianjin Guifaxiang 18Th Street Mahua Food Co.Ltd(002820) 22.
For details, please refer to the announcement on re employment of accounting firms disclosed by the company on the same day.
15、 China Petroleum & Chemical Corporation(600028) “the 14th five year plan” development plan and the proposal of 2035 long-term goal outline.
16、 Proposal on submitting to the annual meeting of shareholders for approval and authorizing the board of directors to decide on the medium-term profit distribution plan for 2022. 17、 Proposal on submitting to the annual meeting of shareholders for approval and authorizing the board of directors to decide to issue debt financing instruments.
The annual meeting of shareholders is requested to authorize the board of directors (or the directors authorized by the board of directors) to decide on matters related to the issuance of debt financing instruments within the amount of bonds that can be issued, including (but not limited to) determining the registration of debt financing instruments, the amount actually issued, interest rate, term, issuing object, purpose of raised funds, and making, signing and disclosing all necessary documents, And handle other matters related to the issuance of debt financing instruments under this proposal. Relevant debt financing instruments include but are not limited to short-term financing bonds, ultra short-term financing bonds, medium-term notes, asset-backed notes, corporate bonds, asset-backed securities, overseas RMB bonds and foreign currency bonds.
On the premise of obtaining the authorization of the annual meeting of shareholders, the board of directors continues to authorize the chairman and / or the president and / or a director designated by the chairman to handle the above registration and issuance.
The validity period of this proposal is from the approval of the annual general meeting of shareholders to the end of the 2022 annual general meeting of shareholders of the company.
18、 Proposal on requesting the annual meeting of shareholders to give general authorization to the board of directors to issue additional domestic shares and / or overseas listed foreign shares of the company.
In order to maintain flexibility, the board of directors approved and submitted to the annual meeting of shareholders for general authorization. This general authorization will authorize the board of directors (or the directors authorized by the board of directors) to decide to allot, issue and deal with no more than 20% of the respective number of China Petroleum & Chemical Corporation(600028) issued domestic shares (A shares) or overseas listed foreign shares (H shares) (based on the share capital when the proposal is considered and approved by the annual meeting of shareholders). According to the current relevant regulations in China, even with general authorization, if the company issues a shares, it still needs to submit the specific matters of each issuance of A-Shares to the general meeting of shareholders for deliberation, but it is not necessary to submit them to the general meeting of class shareholders for deliberation.
19、 Proposal on requesting the general meeting of shareholders to authorize the board of directors to repurchase domestic shares and / or overseas listed foreign shares of the company.
The board of directors approved and submitted to the annual meeting of shareholders, the first A-share general meeting in 2022 and the first H-share general meeting in 2022 for general authorization. This general authorization will authorize the board of directors (or the directors authorized by the board of directors) to decide to repurchase no more than 10% of the respective number of China Petroleum & Chemical Corporation(600028) issued A-Shares or H shares (based on the total share capital when the proposal is considered and approved by the annual meeting of shareholders, the first A-share general meeting in 2022 and the first H-share general meeting in 2022).
The independent non-executive directors agree that the scheme of authorizing the board of directors to repurchase shares comprehensively considers the overall value of the company, shareholders’ rights and interests and future development needs, is flexible and feasible, complies with the articles of association, laws and regulations and relevant provisions of securities regulatory authorities, and has not found any behavior damaging the rights and interests of the company and minority shareholders, nor any major risks that may exist. Therefore, they agree with this proposal.
20、 Proposal on revising relevant corporate governance systems.
The board of directors reviewed and agreed to amend five systems, including the provisions on the administration of information disclosure, the provisions on the administration of shares held by directors, supervisors and senior managers and their changes, the working rules for independent directors, the working rules for the Secretary of the board of directors and the measures for the Administration of the registration of insiders, and repeal the code for employee securities trading.
See the five systems disclosed by the company on the same day for details.
21、 Agree to convene the annual general meeting of shareholders, the first A-share general meeting in 2022 and the first H-share general meeting in 2022, and authorize the Secretary of the board of directors to give notice in due time.
The first, eighth, eleventh, fourteenth, sixteenth, seventeenth, eighteenth and nineteenth proposals will be submitted to the annual meeting of shareholders for deliberation, and the nineteenth proposal will be submitted to the first A-share general meeting in 2022 and the first H-share general meeting in 2022 for deliberation. For details, please refer to the information of the annual meeting of shareholders, the first A-share general meeting in 2022 and the first H-share general meeting in 2022 separately issued by the company. Because the above fifth proposal involves connected transactions, connected directors withdraw from voting, and non connected directors (independent non-executive directors) vote in favor. Except for the fifth motion, the number of affirmative votes for other motions was 10. There was no negative vote or abstention on all the above proposals. See the annual report of 60 Tianjin Guifaxiang 18Th Street Mahua Food Co.Ltd(002820) 21 and its annexes for the contents of the first, fifth, sixth, tenth, eleventh, twelfth and thirteenth proposals mentioned above.
It is hereby announced.
Huang Wensheng, vice president and Secretary of the board of directors appointed by the board of directors, March 25, 2022
