Securities code: Pingdingshan Tianan Coal Mining Co.Ltd(601666) stock abbreviation: Pingdingshan Tianan Coal Mining Co.Ltd(601666) No.: 2022020
Pingdingshan Tianan Coal Mining Co.Ltd(601666)
Announcement of resolutions of the 30th meeting of the 8th 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 Pingdingshan Tianan Coal Mining Co.Ltd(601666) (hereinafter referred to as “the company”) the 30th meeting of the eighth board of directors was held in Ping An building on March 28, 2022 by on-site and communication voting, The meeting was presided over by Mr. Pan Shuqi, chairman of the eighth board of directors of the company. At this meeting, there are 15 voting directors and 15 actual voting directors. The convening and procedures of the meeting comply with the relevant provisions of the company law and other laws and regulations and the articles of association. After deliberation by the directors attending the meeting, the following matters were adopted at the board meeting:
1、 Work report of the board of directors in 2021
The meeting considered and adopted the work report of the board of directors in 2021 with 15 votes in favor, 0 against and 0 abstention.
2、 2021 general manager’s work report
The meeting deliberated and adopted the 2021 general manager’s work report with 15 votes in favor, 0 against and 0 abstention.
3、 Financial statement report of 2021
The meeting considered and adopted the 2021 financial statement with 15 votes in favor, 0 against and 0 abstention.
4、 2021 profit distribution plan
By 15 votes in favor, 0 against and 0 abstention, the meeting deliberated and approved the legality and compliance of 2021, and agreed to the profit distribution plan with reference to the relevant provisions of the Pingdingshan Tianan Coal Mining Co.Ltd(601666) 2019-2021 shareholder dividend return plan formulated by the board of directors of the company, in line with the notice on further implementing matters related to cash dividends of listed companies, the company law, the articles of association and other relevant provisions of the CSRC.
5、 Annual report for 2021 (text and abstract)
The meeting considered and adopted the annual report for 2021 (text and summary) with 15 affirmative votes, 0 negative votes and 0 abstention. (see the website of Shanghai stock exchange for the full text)
6、 Proposal on the implementation of daily connected transactions in 2021 and the expected amount in 2022
The meeting considered and adopted the proposal on the implementation of daily connected transactions in 2021 and the expected amount in 2022 by 6 votes in favor, 0 against and 0 abstention. (see Announcement No. 2022023 for details)
When the board of directors deliberated the related party transaction proposal, the related directors Mr. Pan Shuqi, Mr. Zhang Jianguo, Mr. Tu Xingzi, Mr. Wang Liang, Mr. Li Yanhe, Mr. Wang Xinyi, Mr. Zhao Yuntong, Mr. Kang Guofeng and Mr. Chen Jinwei have avoided voting and did not exercise voting rights on behalf of non related directors.
The independent directors of the company believe that the daily related party transactions between the company and the controlling shareholder China Pingmei Shenma energy and Chemical Group Co., Ltd. and its subsidiaries follow the principle of “necessary transaction and fair pricing” in the daily related party transaction agreement, meet the interests of the listed company and all shareholders, as well as the needs of the company’s business characteristics and business development, are conducive to the company’s business development and have no impact on the company’s independence. The decision-making and execution procedures of daily connected transactions comply with the implementation of relevant laws and the prediction of the amount of daily connected transactions in 2022. When the board of directors votes on the above matters, the affiliated directors of the company shall withdraw, and the voting procedure shall comply with the company law, the articles of association and other relevant provisions.
7、 Internal control evaluation report in 2021
The annual report was considered by 2020 votes, with 15 abstentions. (see the website of Shanghai stock exchange for the full text)
The independent directors of the company believe that the company has made a self-evaluation on the construction of the internal control system during the reporting period in accordance with the provisions and requirements of the basic norms of enterprise internal control and its supporting guidelines, combined with the company’s internal control system and evaluation methods, on the basis of daily and special supervision of internal control, and prepared the company’s 2021 internal control evaluation report on this basis. We believe that the construction of the company’s internal control system meets the relevant requirements and the company’s reality, the company’s internal control system has been implemented in the process of production and operation, and the company’s 2021 internal control evaluation report truly and comprehensively reflects the establishment and improvement of the company’s internal control system.
8、 2021 Corporate Social Responsibility Report
The meeting deliberated and adopted the 2021 corporate social responsibility report with 15 affirmative votes, 0 negative votes and 0 abstention. (see the website of Shanghai stock exchange for the full text)
9、 Proposal on the appointment of audit institutions in 2022
The meeting agreed to continue to employ Asia Pacific (Group) accounting firm (special general partnership) as the company’s audit institution in 2022 by 15 votes in favor, 0 against and 0 abstention. (see Announcement No. 2022024 for details)
The independent directors of the company believe that in 2021, the company hired Asia Pacific (Group) accounting firm (special general partnership) to provide audit services for the company. The company can abide by the independent audit standards and professional ethics in the audit work, and put forward many valuable suggestions for the company to strengthen management, standardize accounting, internal control and so on. We propose to the board of directors to continue to appoint the Institute as the audit institution of the company in 2022 for one year.
10、 Proposal on investment plan for production and operation in 2022
The meeting deliberated and adopted the proposal on the production, operation and investment plan for 2022 by 15 votes in favor, 0 against and 0 abstention. (see Announcement No. 2022025 for details)
11、 Proposal on signing comprehensive procurement and service framework agreement
The meeting considered and adopted the proposal on signing the comprehensive procurement and service framework agreement with 6 affirmative votes, 0 negative votes and 0 abstention. (see Announcement No. 2022026 for details)
When the board of directors deliberated the related party transaction proposal, the related directors Mr. Pan Shuqi, Mr. Zhang Jianguo, Mr. Tu Xingzi, Mr. Wang Liang, Mr. Li Yanhe, Mr. Wang Xinyi, Mr. Zhao Yuntong, Mr. Kang Guofeng and Mr. Chen Jinwei have avoided voting and did not exercise voting rights on behalf of non related directors.
The independent directors of the company believe that the signing of the comprehensive procurement and service framework agreement between the company and the bidding and procurement center is to meet the daily production and operation needs of the company and follow the principles of equality and voluntariness, complementary advantages, mutual benefit and common development. The transaction is reasonable and necessary, in line with the actual situation of the company, will not affect the independence of the company and is in line with the interests of listed companies and all shareholders, There is no situation that damages the interests of minority shareholders. When the board of directors votes on the above matters, the affiliated directors of the company shall withdraw.
The voting procedures of the board of directors comply with the company law, the articles of association and other relevant provisions.
12、 Proposal on divestiture of the company’s auxiliary industries
The meeting deliberated and adopted the proposal on the divestiture of the company’s auxiliary industries with 6 affirmative votes, 0 negative votes and 0 abstention. (see Announcement No. 2022027 for details)
When the board of directors deliberated the related party transaction proposal, the related directors Mr. Pan Shuqi, Mr. Zhang Jianguo, Mr. Tu Xingzi, Mr. Wang Liang, Mr. Li Yanhe, Mr. Wang Xinyi, Mr. Zhao Yuntong, Mr. Kang Guofeng and Mr. Chen Jinwei have avoided voting and did not exercise voting rights on behalf of non related directors.
The independent directors of the company believe that the company’s stripping of auxiliary industries, optimizing resource allocation and focusing on the production and operation of the main coal industry will help to enlarge the advantages of the main coal industry, enhance the core competitiveness, promote the high-quality development of the company and improve the profitability of the company; At the same time, the company implements an open and transparent market-oriented auxiliary procurement mechanism, selects the best auxiliary suppliers independently, and is conducive to reducing the procurement cost of the company through fair competition among suppliers. The spin off of the company’s auxiliary industry is in line with the interests of the listed company and all shareholders, and there is no case that damages the interests of minority shareholders. When the board of directors votes on the above matters, the affiliated directors of the company shall withdraw. The voting procedures of the board of directors comply with the company law, the articles of association and other relevant provisions.
13、 Proposal on re signing the agreement on daily connected transactions
The meeting considered and adopted the proposal on re signing the daily connected transaction agreement with 6 affirmative votes, 0 negative votes and 0 abstention votes. (see Announcement No. 2022028 for details)
When the board of directors deliberated the related party transaction proposal, the related directors Mr. Pan Shuqi, Mr. Zhang Jianguo, Mr. Tu Xingzi, Mr. Wang Liang, Mr. Li Yanhe, Mr. Wang Xinyi, Mr. Zhao Yuntong, Mr. Kang Guofeng and Mr. Chen Jinwei have avoided voting and did not exercise voting rights on behalf of non related directors.
The independent directors of the company believe that the re signing of the related party transaction agreement meets the requirements of the listing rules that if the term of the daily related party transaction agreement signed between the listed company and its related parties exceeds three years, it shall re perform the relevant review procedures and disclosure obligations. The revised daily connected transaction agreement follows the principle of “necessary transaction and fair pricing”, and the transaction mode follows the market rules, which is in line with the interests of the listed company and all shareholders. There is no damage to the interests of minority shareholders, so it is necessary and sustainable. The revised related party transaction agreement conforms to the actual situation of the company, is conducive to maximizing the interests of the company and will not affect the independence of the company. When the board of directors votes on the above matters, the affiliated directors of the company shall withdraw. The voting procedures of the board of directors comply with the company law, the articles of association and other relevant provisions.
14、 Proposal on the transfer of equity of wholly-owned subsidiaries
The meeting considered and adopted the proposal on the transfer of equity of wholly-owned subsidiaries with 6 affirmative votes, 0 negative votes and 0 abstention. (see Announcement No. 20292022 for details)
When the board of directors deliberated the related party transaction proposal, the related directors Mr. Pan Shuqi, Mr. Zhang Jianguo, Mr. Tu Xingzi, Mr. Wang Liang, Mr. Li Yanhe, Mr. Wang Xinyi, Mr. Zhao Yuntong, Mr. Kang Guofeng and Mr. Chen Jinwei have avoided voting and did not exercise voting rights on behalf of non related directors.
The independent directors of the company believe that this matter will help the company further highlight its main business, strengthen the refined coal industry, promote the high-quality development of the company, and provide important support for the company to realize green mining. This connected transaction is based on the evaluation results filed by the competent authority. The transaction pricing principle is reasonable and fair, and there is no damage to the interests of the company and shareholders. This equity transfer will not affect the company’s sustainable operation ability, and will not have an adverse impact on the company’s normal operation and business development. When the board of directors votes on the above matters, the affiliated directors of the company shall withdraw. The voting procedures of the board of directors comply with the company law, the articles of association and other relevant provisions. 15、 Proposal on the establishment of internal management organization
The meeting considered and adopted the proposal on the establishment of internal management organization with 15 votes in favor, 0 against and 0 abstention.
Due to the business development needs of the company, the board of directors of the company has decided to establish the coking Management Office of Pingdingshan Tian’an Coal Industry Co., Ltd.
16、 Proposal on the establishment of a joint venture
The meeting deliberated and adopted the proposal on the establishment of the joint venture with 15 votes in favor, 0 against and 0 abstention. (see Announcement No. 2022030 for details)
17、 Proposal on Authorizing the company to carry out domestic and foreign financing business
The meeting adopted the proposal on Authorizing the company to carry out domestic and foreign financing business with 15 votes in favor, 0 against and 0 abstention. (see Announcement No. 2022031 for details)
18、 On the proposal on adjusting the company’s restricted stock incentive benchmarking company, the meeting deliberated and adopted the proposal on adjusting the company’s restricted stock incentive benchmarking company with 15 votes in favor, 0 against and 0 abstention. (see Announcement No. 2022032 for details)
The independent directors of the company believe that after this adjustment, the benchmarking enterprises are more comparable and meaningful, which can better stimulate the work enthusiasm of the directors, senior managers and core employees of the company, try their best to create more value for the company and shareholders, ensure the realization of the company’s future development strategy and business objectives, and will have a positive impact on the company’s financial situation and operating results, There is no situation that leads to the early lifting of the restriction on sales or the reduction of the grant price, and there is no situation that damages the rights and interests of the company and all shareholders, especially minority shareholders. We agree to the proposal on adjusting the company’s restricted stock incentive benchmark company.
19、 Proposal on convening the 2021 annual general meeting of shareholders of the company
The meeting deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders of the company with 15 affirmative votes, 0 negative votes and 0 abstention votes. (see Announcement No. 2022033 for details)
The first, third, fourth, fifth, sixth, ninth, tenth, eleventh, twelfth, thirteenth and seventeen proposals mentioned above shall come into force after being submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
It is hereby announced.
Pingdingshan Tianan Coal Mining Co.Ltd(601666) board of directors
March 29, 2022
