Securities code: Shantui Construction Machinery Co.Ltd(000680) securities abbreviation: Shantui Construction Machinery Co.Ltd(000680) Announcement No.: 2022013 Shantui Construction Machinery Co.Ltd(000680)
Announcement of resolutions of the 15th meeting of the 10th 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.
Shantui Construction Machinery Co.Ltd(000680) the 15th meeting of the 10th board of directors was held on the morning of March 28, 2022 in Conference Room 203 of the company's headquarters building by means of on-site combined with communication voting. The notice of the meeting has been sent in writing and e-mail on March 18, 2022. There were 7 directors who should have attended the meeting and 7 actually attended the meeting (including 4 directors who attended the meeting on site. Due to the epidemic, independent directors Mr. Wang Jinxing, Ms. Liu Yan and Mr. Chen Aihua attended the meeting by video and expressed their opinions, and voted by means of communication voting). The convening, convening and voting procedures of this meeting are legal and effective. The meeting was presided over by Chairman Liu Huisheng. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting considered and adopted the following proposals:
1、 Deliberated and adopted the 2021 annual work report of the board of directors; (see cninfo.com for details)（ http://www.cn.info.com.cn. ））
The voting result is: 7 in favor, 0 against and 0 abstention.
2、 Reviewed and approved the 2021 annual business report of the general manager;
The voting result is: 7 in favor, 0 against and 0 abstention.
3、 Reviewed and approved the report on the company's provision for asset impairment and asset write off in 2021; (see cninfo.com for details)（ http://www.cn.info.com.cn. ））
The voting result is: 7 in favor, 0 against and 0 abstention.
4、 Deliberated and adopted the company's 2021 annual financial statement report; (see cninfo.com for details)（ http://www.cn.info.com.cn. ））
The voting result is: 7 in favor, 0 against and 0 abstention.
5、 Reviewed and approved the 2021 profit distribution plan of the company;
According to the audit confirmation of Daxin Certified Public Accountants (special general partnership), the company realized the net profit attributable to the parent company of 20947493840 yuan and the net profit of the parent company of 21866553541 yuan in 2021, plus the undistributed profit of 166202250857 yuan at the beginning of the year, deducting the cash dividend of 1501853212 Yuan distributed in October 2021
The undistributed profit of this year is 186566951186 yuan.
According to the provisions of relevant laws and regulations, the articles of association and the long-term development needs of the company, it is proposed to distribute the profits available for distribution to shareholders in 2021. In view of the fact that the two equity incentive objects resigned for personal reasons and no longer meet the equity incentive conditions of the company, the company has a total of Shanghai Pudong Development Bank Co.Ltd(600000) restricted shares held by them and is performing the repurchase and cancellation procedures. According to the relevant provisions of the company's 2020 restricted stock incentive plan, the profit distribution of the company will be based on the capital stock after deducting Shanghai Pudong Development Bank Co.Ltd(600000) restricted shares to be repurchased and cancelled, Pay cash dividend of 0.15 yuan (including tax) to all shareholders for every 10 shares, do not give bonus shares, do not convert capital reserve into share capital, and the remaining undistributed profits will be transferred to subsequent annual distribution.
Up to now, the total share capital of the company is 1501853212 shares. After deducting Shanghai Pudong Development Bank Co.Ltd(600000) restricted shares to be repurchased and cancelled, the share capital is 1501253212 shares, and the cash distribution is expected to be 2251879818 yuan. If the total share capital of the company changes from the date of disclosure of this announcement to the date of equity distribution and equity registration, the total amount of distribution shall be adjusted according to the principle of unchanged distribution proportion.
Voting results: 7 in favor, 0 abstention and 0 opposition.
6、 Reviewed and approved the company's annual report for 2021 and its summary; (see cninfo.com for details)（ http://www.cn.info.com.cn. ））
The voting result is: 7 in favor, 0 against and 0 abstention.
7、 Reviewed and approved the 2022 annual financial budget report of the company;
The voting result is: 7 in favor, 0 against and 0 abstention.
8、 The proposal on daily connected transactions expected in 2022 was deliberated and passed one by one; (for details, please refer to "announcement on daily related party transactions expected in 2022" with Announcement No. 2022016)
1. The related party transactions with Weichai Holding Group Co., Ltd. and its related parties were reviewed and approved
Liu Huisheng and Jiang Kui, the related directors of the proposal, avoided voting;
Voting results: 5 in favor, 0 against and 0 abstention.
2. Reviewed and approved the related party transactions with mountain reconstruction Machinery Co., Ltd. and its related parties
Liu Huisheng and Jiang Kui, the related directors of the proposal, avoided voting;
Voting results: 5 in favor, 0 against and 0 abstention.
3. Reviewed and approved the related party transactions with Dezhou Degong Machinery Co., Ltd
Liu Huisheng and Jiang Kui, the related directors of the proposal, avoided voting;
Voting results: 5 in favor, 0 against and 0 abstention.
4. The related party transactions with China Heavy Truck Group Co., Ltd. and its related parties were reviewed and approved
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Liu Huisheng and Jiang Kui, the related directors of the proposal, avoided voting;
Voting results: 5 in favor, 0 against and 0 abstention.
5. The related party transactions with Komatsu Shantui Construction Machinery Co., Ltd. were reviewed and approved
Voting results: 7 in favor, 0 against and 0 abstention.
6. Reviewed and approved the related party transactions with Shanzhong Finance Leasing Co., Ltd
Liu Huisheng, Jiang Kui and Zhang Min, the related directors of the proposal, avoided voting;
Voting results: 4 in favor, 0 against and 0 abstention.
The matter has been approved by the independent directors in advance and have expressed independent opinions.
9、 Reviewed and approved the 2021 annual internal control evaluation report of the company; (see cninfo.com for details)（ http://www.cn.info.com.cn. ））
The voting result is: 7 in favor, 0 against and 0 abstention.
10、 Reviewed and approved the 2021 annual social responsibility report of the company; (see cninfo.com for details)（ http://www.cn.info.com.cn. ））
The voting result is: 7 in favor, 0 against and 0 abstention.
11、 The proposal on the 2021 risk assessment report of Shandong heavy industry group finance Co., Ltd. was reviewed and approved; (see "risk assessment report of Shandong heavy industry group finance Co., Ltd. in 2021" with Announcement No. 2022017 for details). Liu Huisheng, Jiang Kui and Wu Jianyi, the related directors of the proposal, avoided voting;
The voting result is: 4 in favor, 0 against and 0 abstention.
12、 The proposal on signing financial service agreement with Shandong heavy industry group finance Co., Ltd. was deliberated and adopted; (see Announcement No. 2022018 "announcement on related party transactions of signing financial service agreement with Shandong heavy industry group finance Co., Ltd.")
Liu Huisheng, Jiang Kui and Wu Jianyi, affiliated directors of the proposal, avoided voting;
Voting results: 4 in favor, 0 against and 0 abstention.
The matter has been approved by the independent directors in advance and have expressed independent opinions.
13、 Reviewed and approved the emergency response plan for deposit business risks with Shandong heavy industry group finance Co., Ltd; (see cninfo.com for details)（ http://www.cn.info.com.cn. ））
Liu Huisheng, Jiang Kui and Wu Jianyi, affiliated directors of the proposal, avoided voting;
Voting results: 4 in favor, 0 against and 0 abstention.
14、 The proposal on applying for bank comprehensive credit line was deliberated and adopted;
For the smooth development of the company's financing business, the company (including subsidiaries) plans to apply for bank 3 from the following banks in 2022
The bank's comprehensive credit line is as follows:
1. Apply to Bank Of China Limited(601988) Jining Branch for a comprehensive bank credit line of 600 million yuan, which is valid for one year;
2. Apply to Industrial And Commercial Bank Of China Limited(601398) Jining Rencheng sub branch for a comprehensive bank credit line of RMB 1.1 billion, which is valid for one year;
3. Apply to China Construction Bank Corporation(601939) Jining Chengcheng sub branch for a comprehensive bank credit line of RMB 1.9 billion, which is valid for one year;
4. Apply to Agricultural Bank Of China Limited(601288) Jining Branch for a comprehensive bank credit line of RMB 1.5 billion, which is valid for one year;
5. Apply to Bank Of Communications Co.Ltd(601328) Jining Branch for a comprehensive bank credit line of RMB 800 million, which is valid for one year;
6. Apply to China Citic Bank Corporation Limited(601998) Jining Branch for a comprehensive bank credit line of RMB 1.2 billion, which is valid for one year;
7. Apply to Shanghai Pudong Development Bank Co.Ltd(600000) Jining Branch for a comprehensive bank credit line of RMB 700 million, which is valid for one year;
8. Apply to Zhuhai China Resources Bank Co., Ltd. for a comprehensive bank credit line of RMB 600 million, which is valid for one year; 9. Apply to Shandong Branch of the Export Import Bank of China for a comprehensive bank credit line of RMB 800 million, which is valid for one year; 10. Apply to Postal Savings Bank Of China Co.Ltd(601658) Jining Branch for a comprehensive bank credit line of 600 million yuan, which is valid for one year;
11. Apply to China Minsheng Banking Corp.Ltd(600016) Jining Branch for a comprehensive bank credit line of RMB 700 million, which is valid for one year;
12. Apply to Industrial Bank Co.Ltd(601166) Jining Branch for a comprehensive bank credit line of RMB 1.2 billion, which is valid for one year.
13. Apply to Ping An Bank Co.Ltd(000001) Jinan Branch for a comprehensive bank credit line of RMB 800 million, which is valid for one year.
14. Apply to China Zheshang Bank Co.Ltd(601916) Jining Branch for a comprehensive bank credit line of RMB 900 million, which is valid for one year.
15. Apply to China Everbright Bank Company Limited Co.Ltd(601818) Jining Branch for a comprehensive bank credit line of RMB 700 million, which is valid for one year.
16. Apply to the Bank of East Asia (China) Co., Ltd. Qingdao Branch for a comprehensive bank credit line of RMB 200 million, 4
Valid for one year.
17. Apply to China Merchants Bank Co.Ltd(600036) Jining Branch for a comprehensive bank credit line of RMB 700 million, which is valid for one year.
18. Apply to Hubin sub branch of Bank of Texas Co., Ltd. for a comprehensive bank credit line of RMB 100 million, which is valid for one year.
19. Apply to Shanghai Pudong Development Bank Co.Ltd(600000) Dezhou Branch for a comprehensive credit line of RMB 100 million, which is valid for one year.
20. Apply to China Zheshang Bank Co.Ltd(601916) Dezhou Branch for a comprehensive credit line of RMB 100 million, which is valid for one year.
The above-mentioned comprehensive bank credit line applied to financial institutions amounts to 15.3 billion yuan, which is used to handle banking businesses such as long-term loans, short-term loans, commercial and bank acceptance bills, international and Chinese trade financing, letter of credit opening, letter of guarantee opening, bill pledge financing and so on. The company will timely apply for loans from banks according to the actual production and operation needs. The board of directors and authorized the management of the company to adjust the credit line applied for from the above financial institutions within the scope of the above total credit line according to the actual credit line granted by the bank, negotiate and sign all credit agreements, financing agreements and other relevant legal contracts and documents related to the above comprehensive credit with the bank, and handle other matters related to these agreements.
Voting results: 7 in favor, 0 abstention and 0 opposition.
15、 The proposal on establishing construction machinery credit cooperation business with relevant banks and financial leasing companies was deliberated and adopted;
In order to better promote the company's product sales and market development, and comprehensively establish and develop modern new bank enterprise cooperation relations, the company (including subsidiaries) and the following banks and financial leasing companies have established construction machinery credit cooperation business on the principle of complementary advantages, equality and mutual benefit. At the same time, in accordance with relevant laws and regulations, the following agreements have been reached:
1. Apply to China Everbright Bank Company Limited Co.Ltd(601818) Jining Branch for a comprehensive credit of RMB 700 million in 2022 with a term of one year.
Within this credit line, the
