Securities code: China Aluminum International Engineering Corporation Limited(601068) securities abbreviation: China Aluminum International Engineering Corporation Limited(601068) Announcement No.: pro 2022018 China Aluminum International Engineering Corporation Limited(601068)
Announcement on the resolutions of the 46th 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.
1、 Meetings of the board of directors
(I) China Aluminum International Engineering Corporation Limited(601068) (hereinafter referred to as the company) the convening of the 46th meeting of the third board of directors complies with the company law of the people’s Republic of China and other relevant laws and regulations and the provisions of China Aluminum International Engineering Corporation Limited(601068) articles of association.
(II) the meeting will be held on March 28, 2022 in the form of on-site combined with video communication. The notice of the meeting was sent to all directors by mail on March 14, 2022.
(III) there are 6 directors who should attend the meeting, 6 directors who actually attend the meeting and 6 effective votes.
(IV) Mr. Li Yihua, chairman of the company, presided over the meeting. Some supervisors, senior managers, general counsel, personnel of relevant departments and relevant personnel of intermediary institutions of the company attended the meeting as nonvoting delegates.
2、 Deliberations of the board meeting
The following proposals were considered and adopted at this meeting:
(I) reviewed and passed the proposal on reviewing the company’s 2021 annual performance announcement and annual report
The board of directors of the company agreed to the company’s 2021 annual performance announcement and annual report. Voting results: 6 agreed, 0 opposed, 0 abstained and 0 avoided. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed annual report of China Aluminum International Engineering Corporation Limited(601068) 2021.
(II) the proposal on reviewing the work report of the board of directors in 2021 was reviewed and passed
The board of directors of the company agreed to the work report of the board of directors in China Aluminum International Engineering Corporation Limited(601068) 2021.
Voting results: 6 agreed, 0 opposed, 0 abstained and 0 avoided. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
(III) deliberated and passed the proposal on reviewing the company’s 2021 president’s work report
The board of directors of the company agreed to the president’s work report of China Aluminum International Engineering Corporation Limited(601068) 2021.
Voting results: 6 agreed, 0 opposed, 0 abstained and 0 avoided. (IV) deliberated and passed the proposal on reviewing the company’s 2021 annual financial statement report
The board of directors of the company agreed to the company’s 2021 annual financial statement.
Voting results: 6 agreed, 0 opposed, 0 abstained and 0 avoided. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
(V) deliberated and passed the proposal on reviewing the company’s 2022 annual business plan report
The board of directors of the company agreed to the report of China Aluminum International Engineering Corporation Limited(601068) 2022 annual business plan.
Voting results: 6 agreed, 0 opposed, 0 abstained and 0 avoided. (VI) the proposal on reviewing the company’s profit distribution plan for 2021 was reviewed and passed
Audited by Daxin Certified Public Accountants (special general partnership), the net profit attributable to shareholders of the listed company in the consolidated financial statements of the company in 2021 is -95012967317 yuan; As of December 31, 2021, the undistributed profit of the parent company was -5119982753 yuan. In view of the unrealized profits of the company’s consolidated statements in 2021 and the need for future investment of the company’s projects, in order to ensure the sustainable and stable operation of the company and the long-term interests of all shareholders, and comprehensively consider the company’s business plan and capital demand in 2022, it is recommended that there should be no cash dividend distribution, capital reserve converted into share capital and other forms of distribution in 2021.
Voting results: 6 agreed, 0 opposed, 0 abstained and 0 avoided. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
The independent non-executive directors of the company have expressed independent opinions on the above matters. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The independent opinions of the 46th meeting of the China Aluminum International Engineering Corporation Limited(601068) third board of directors on relevant matters disclosed.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day for details of the above matters Announcement of China Aluminum International Engineering Corporation Limited(601068) on no profit distribution in 2021 disclosed.
(VII) the proposal on the general authorization of the company to issue domestic and foreign debt financing instruments was reviewed and passed
The company has continuously formulated and started to implement relevant financing plans according to its own fund use needs and actual conditions, and applied for general authorization to issue debt financing instruments of domestic and foreign companies.
Voting results: 6 agreed, 0 opposed, 0 abstained and 0 avoided. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
(VIII) deliberated and passed the proposal on the company’s provision for asset impairment in 2021
The company plans to withdraw 1.34 billion yuan of asset impairment reserves in 2021, including 329 million yuan of inventory falling price reserves and 1.011 billion yuan of bad debt reserves of receivables. In addition to the provision for impairment of the above assets, the provision for impairment of other assets is 201500 yuan after impairment test. The board of directors of the company believes that the provision for asset impairment of the company this time complies with the accounting standards for business enterprises and the company’s accounting policies. The provision is made in accordance with the principle of prudence, which can fairly reflect the asset status of the company, and agrees to the provision for asset impairment this time.
Voting results: 6 agreed, 0 opposed, 0 abstained and 0 avoided. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
The independent non-executive directors of the company have expressed independent opinions on the above matters. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The independent opinions of the 46th meeting of the China Aluminum International Engineering Corporation Limited(601068) third board of directors on relevant matters disclosed.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day for details of the above matters The announcement of China Aluminum International Engineering Corporation Limited(601068) on the provision for asset impairment in 2021 disclosed.
(IX) deliberated and passed the proposal on reviewing the company’s 2021 annual social responsibility report
The board of directors of the company agreed to the China Aluminum International Engineering Corporation Limited(601068) 2021 annual social responsibility report.
Voting results: 6 agreed, 0 opposed, 0 abstained and 0 avoided. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed China Aluminum International Engineering Corporation Limited(601068) 2021 annual social responsibility report.
(x) deliberated and passed the proposal on reviewing the company’s 2021 annual internal control evaluation report
The board of directors of the company agreed to the China Aluminum International Engineering Corporation Limited(601068) 2021 annual internal control evaluation report.
Voting results: 6 agreed, 0 opposed, 0 abstained and 0 avoided. The independent non-executive directors of the company have expressed independent opinions on the above matters. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The independent opinions of the 46th meeting of the China Aluminum International Engineering Corporation Limited(601068) third board of directors on relevant matters disclosed.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day for details of the above matters Disclosed China Aluminum International Engineering Corporation Limited(601068) 2021 annual internal control evaluation report.
（11） The proposal on reviewing the company’s internal control audit report in 2021 was reviewed and passed
The board of directors of the company agreed to the internal control audit report of China Aluminum International Engineering Corporation Limited(601068) 2021.
Voting results: 6 agreed, 0 opposed, 0 abstained and 0 avoided. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed China Aluminum International Engineering Corporation Limited(601068) 2021 annual internal control audit report.
（12） The proposal on reviewing the company’s 2022 annual comprehensive risk management report was reviewed and passed
The board of directors of the company agreed to the China Aluminum International Engineering Corporation Limited(601068) 2022 annual comprehensive risk management report.
Voting results: 6 agreed, 0 opposed, 0 abstained and 0 avoided. （13） The proposal on providing guarantee between holding subsidiaries was reviewed and passed
The holding subsidiaries of the company intend to continue the guarantee of RMB 100 million. The above guarantee matters do not constitute related party transactions stipulated by laws, regulations or the articles of association. Voting results: 6 agreed, 0 opposed, 0 abstained and 0 avoided. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
The independent non-executive directors of the company have expressed independent opinions on the above matters. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The independent opinions of the 46th meeting of the China Aluminum International Engineering Corporation Limited(601068) third board of directors on relevant matters disclosed.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day for details of the above matters Announcement of China Aluminum International Engineering Corporation Limited(601068) on providing guarantee between holding subsidiaries disclosed.
（14） The proposal on the guarantee provided by the holding subsidiary to Chinalco Wancheng Shandong Construction Co., Ltd. was reviewed and passed
Chalco Shandong Engineering Technology Co., Ltd., a holding subsidiary of the company, plans to provide guarantee for its holding subsidiary Chalco Wancheng Shandong Construction Co., Ltd., with a guarantee amount of no more than RMB 90 million.
Voting results: 6 agreed, 0 opposed, 0 abstained and 0 avoided. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
The independent non-executive directors of the company have issued prior approval opinions on the above matters and issued independent opinions. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The disclosed opinions on prior approval of relevant matters at the 46th meeting of the China Aluminum International Engineering Corporation Limited(601068) third board of directors and the independent opinions on relevant matters at the 46th meeting of the China Aluminum International Engineering Corporation Limited(601068) third board of directors.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day for details of the above matters Announcement of China Aluminum International Engineering Corporation Limited(601068) holding subsidiary providing guarantee and related party transaction for Chinalco Wancheng Shandong Construction Co., Ltd.
（15） Deliberated and passed the proposal on deliberating the internal entrusted loan of the company in 2022
In order to support the company’s business development, the company plans to issue internal entrusted loans (full level) in 2022, with an annual maximum of no more than RMB 10.4 billion. Among them, the amount of entrusted loans provided by the company to its holding subsidiaries (all holding subsidiaries within the scope of the company’s consolidated statements, and other shareholders of such holding subsidiaries do not include the company’s controlling shareholders, actual controllers and their affiliates, the same below) shall not exceed RMB 6.9 billion, and the amount of entrusted loans provided by the company’s holding subsidiaries to the company shall not exceed RMB 500 million, The amount of entrusted loans granted between the holding subsidiaries of the company shall not exceed RMB 3 billion (the above amount can be adjusted and used mutually). At the end of 2022, the balance of internal entrusted loans issued by the company shall not exceed 10.2 billion yuan.
Voting results: 6 agreed, 0 opposed, 0 abstained and 0 avoided. （16） The proposal on the company’s application for comprehensive credit from financial institutions was reviewed and passed
In order to ensure the capital demand of the company’s normal production and construction in the future and meet the financing needs of the company’s future development, the company plans to apply for or renew the total credit from non affiliated financial institutions of no more than 70 billion yuan.
Voting results: 6 agreed, 0 opposed, 0 abstained and 0 avoided. （17） The proposal on the company’s application for loans from financial institutions was reviewed and passed
In order to support the company’s business development, the company plans to apply for loans (excluding bond financing) with a total amount of no more than 22 billion yuan from non affiliated financial institutions.
Voting results: 6 agreed, 0 opposed, 0 abstained and 0 avoided. （18） Deliberated and passed the proposal on reviewing the company’s continued appointment of auditors
The board of directors of the company agrees to submit to the general meeting of shareholders for approval to renew the appointment of Daxin Certified Public Accountants (special general partnership) as the auditor of the company in 2022, and the term of office is until the end of the general meeting of shareholders in 2022.
Voting results: 6 agreed, 0 opposed, 0 abstained and 0 avoided. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
The independent non-executive directors of the company have issued prior approval opinions on the above matters and issued independent opinions. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The disclosed opinions on prior approval of relevant matters at the 46th meeting of the China Aluminum International Engineering Corporation Limited(601068) third board of directors and the independent opinions on relevant matters at the 46th meeting of the China Aluminum International Engineering Corporation Limited(601068) third board of directors.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day for details of the above matters Announcement of China Aluminum International Engineering Corporation Limited(601068) renewing the appointment of accounting firm disclosed.
（19） Considered and adopted the
