Securities code: Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) stock abbreviation: Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) No.: 2022010 Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273)
Announcement on the resolutions of the 16th meeting of the ninth 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
The notice of the 16th meeting of the 9th board of directors of Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) (hereinafter referred to as "the company" or " Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) ") was sent by e-mail on March 19, 2022. The meeting was held at 10:00 a.m. on March 29, 2022 in the conference room of the company's Office building in a combination of on-site and communication. The number of directors attending the meeting should be 8, and the actual number is 8. The meeting was presided over by Ms. Han Jianhong, the chairman of the company. All supervisors and senior managers of the company attended the meeting as nonvoting delegates, and the director candidate Mr. Shen Gaoqing attended the meeting.. The convening and convening of this board meeting comply with relevant national laws, regulations and the articles of association, and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
(I) deliberated and adopted the work report of the board of directors in 2021
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the 2021 work report of the board of directors disclosed by the company in the designated media on the same day.
(II) the 2021 general manager's work report was reviewed and adopted
Voting results: 8 in favor, 0 against and 0 abstention.
(III) the report on the work of independent directors in 2021 was reviewed and adopted
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the 2021 report on the work of independent directors disclosed by the company in the designated media on the same day.
(IV) deliberated and adopted the 2021 performance report of the audit committee of the board of directors
Voting: 8 in favor, 0 against and 0 abstention.
For details, please refer to the 2021 annual performance report of the audit committee of the board of directors disclosed by the company in the designated media on the same day.
(V) reviewed and approved the financial final accounts of 2021 and the business plan of 2022
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
(VI) reviewed and approved the profit distribution plan for 2021
According to the audit results of Lixin Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in the consolidated statements of 2021 was 180819427344 yuan, of which the parent company realized a net profit after tax of 169616517994 yuan in 2021, and the statutory surplus reserve was 11291348782 yuan. Plus the accumulated undistributed profit of 254003724563 yuan in the previous period, the profit available for distribution to shareholders in this period was 41238893775 yuan. According to the relevant provisions on profit distribution in the guidelines for cash dividends of listed companies and the articles of association of Shanghai Stock Exchange, and in combination with the actual situation of the company, the profit distribution plan is as follows:
Based on the total share capital of the company on the date of equity registration at the time of annual profit distribution in 2021, deducting the shares in the special account for repurchase, the company will distribute a cash dividend of 3 yuan (including tax) to all shareholders for every 10 shares, without giving bonus shares or converting capital reserve into share capital. The remaining undistributed profits are carried forward to the next year.
The company's shares held through the repurchase of special accounts will not participate in this profit distribution. Before the equity registration date of equity distribution, the total share capital of the company changes due to the conversion of convertible bonds into shares, repurchase of shares, repurchase and cancellation of shares granted with equity incentives, repurchase and cancellation of shares in major asset restructuring, etc. it is proposed to maintain the distribution proportion per share unchanged, adjust the total distribution accordingly, and announce the specific adjustment separately.
As of the date of deliberation by the board of directors, the total share capital of the company was 1420000000 shares. After deducting 18054793 shares in the special repurchase account, 1401945207 shares remained. Based on this calculation, the total cash dividend to be distributed shall not exceed 42058356210 yuan (including tax).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The independent directors expressed their independent opinions.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the announcement on 2021 profit distribution plan (Announcement No.: 2022011) disclosed by the company in the designated media on the same day.
(VII) the annual report for 2021 and its summary were reviewed and adopted
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the 2021 annual report and summary disclosed by the company in the designated media on the same day.
(VIII) reviewed and adopted the 2021 internal control evaluation report
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the 2021 internal control evaluation report and internal control audit report (2021) disclosed by the company in the designated media on the same day.
(IX) the 2021 social responsibility report was reviewed and adopted
For details, please refer to the 2021 social responsibility report disclosed by the company in the designated media on the same day.
(x) the environmental, social and corporate governance (ESG) report of 2021 was reviewed and adopted
Voting results: 8 in favor, 0 against and 0 abstention.
Please refer to ESG's environmental and corporate governance report on the same day of 2021 for details.
（11） The proposal on reappointment of the company's audit institution and internal control audit institution in 2022 was deliberated and adopted
Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as "Lixin certified public accountants") performed audit duties in accordance with independent, objective and impartial professional standards, and completed various audits and internal control audits of the company in 2021. Due to business needs and maintaining the continuity and stability of audit and internal control work, it is proposed to continue to employ Lixin Certified Public Accountants (special general partnership) as the company's audit and internal control audit institution in 2022. It is estimated that the financial audit fee in 2022 will not exceed RMB 1.75 million and the internal control audit fee in 2022 will not exceed RMB 500000.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The independent directors made prior approval and expressed their agreed independent opinions.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the announcement on the renewal of the company's 2022 audit institution and internal control audit institution (Announcement No.: 2022012) disclosed by the company in the designated media on the same day.
（12） The proposal on the remuneration of directors and senior executives in 2021 and 2022 was reviewed and approved, and this proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The independent directors expressed their independent opinions.
Voting results: 8 in favor, 0 against and 0 abstention.
In order to improve the company's risk control system, reduce the company's operational risks and promote the company's management to fully exercise their rights and perform their duties, it is proposed to purchase liability insurance for all directors, supervisors and senior managers in accordance with the standards for the governance of listed companies and other relevant provisions of the CSRC, with a total premium of no more than 300000 yuan / year. Request the general meeting of shareholders to authorize the management of the company to handle matters related to insurance purchase within the above authority, including but not limited to determining the insurance company, insurance amount, insurance premium and other insurance terms; Select and employ insurance brokerage companies or other intermediary structures; Sign relevant documents and deal with other matters related to insurance, as well as renewal or re insurance after the expiration of the insurance contract.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the announcement on purchasing liability insurance for directors, supervisors and senior officers (Announcement No.: 2022013) disclosed by the company in the designated media on the same day.
（14） The proposal on scrapping of some fixed assets, provision for asset impairment and write off of bad debts of the company in 2021 was reviewed and approved
In 2021, the disposal of partial asset scrapping, provision for impairment and bad debt write off is in line with the actual situation of the company's assets and relevant policies and regulations. After scrapping partial assets, provision for impairment and bad debt write off, the company can more fairly and truly reflect the company's asset status, and the company's asset value accounting information will be more authentic, reliable and reasonable.
The independent directors expressed their independent opinions.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the announcement on the scrapping of some fixed assets, provision for asset impairment and write off of bad debts of the company in 2021 (Announcement No.: 2022014) disclosed by the company in the designated media on the same day.
（15） The proposal on authorization of futures trading quota in 2022 was deliberated and adopted
The company requests the board of directors to authorize the company to use its own funds of no more than RMB 100 million to choose an appropriate time for hedging and futures investment of raw materials without affecting the normal operation and legal compliance of operation. The chairman of the company is authorized to exercise the decision-making power within the above capital limit and be responsible for organizing the implementation. The authorization period is within 12 months from the date of deliberation and approval of the board of directors. Within the authorization period, the above quota can be used on a rolling basis.
The independent directors expressed their independent opinions.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the announcement on the authorization of futures trading quota in 2022 (Announcement No.: 2022015) disclosed by the company in the designated media on the same day.
（16） The proposal on Amending the articles of association of the company was deliberated and adopted
In accordance with the provisions and changes of the securities law of the people's Republic of China (revised in 2019), the guidelines for the articles of association of listed companies (revised in 2022) (CSRC announcement [2022] No. 2), the stock listing rules of Shanghai Stock Exchange (revised in January 2022), the company law and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, the articles of association are hereby revised.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the announcement on Amending the articles of association of the company (Announcement No.: 2022016) disclosed by the company in the designated media on the same day.
（17） The proposal on revising relevant company systems was deliberated and adopted
In accordance with the provisions and changes of the securities law of the people's Republic of China (revised in 2019), the guidelines for the articles of association of listed companies (revised in 2022) (CSRC announcement [2022] No. 2), the stock listing rules of Shanghai Stock Exchange (revised in January 2022), the company law and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, the relevant corporate governance system is hereby revised.
17-1. Reviewed and approved the revised code of conduct for controlling shareholders and actual controllers;
Voting results: 8 in favor, 0 against and 0 abstention.
17-2. Reviewed and approved the revised working system of the Secretary of the board of directors;
Voting results: 8 in favor, 0 against and 0 abstention.
17-3. Deliberated and adopted the revised rules of procedure of the board of directors;
Voting results: 8 in favor, 0 against and 0 abstention.
17-4. Reviewed and adopted the revised working system of independent directors;
Voting results: 8 in favor, 0 against and 0 abstention.
17-5. Deliberated and adopted the revised rules of procedure of the general meeting of shareholders;
Voting results: 8 in favor, 0 against and 0 abstention.
17-6. Reviewed and adopted the revised Measures for the administration of connected transactions;
Voting results: 8 in favor, 0 against and 0 abstention.
17-7. The revised Measures for the administration of the use of raised funds were reviewed and adopted;
Voting results: 8 in favor, 0 against and 0 abstention.
17-8. Reviewed and adopted the revised management system of external guarantee;
Voting results: 8 in favor, 0 against and 0 abstention.
17-9. Reviewed and adopted the revised foreign investment management system;
Voting results: 8 in favor, 0 against and 0 abstention.
17-10. Deliberated and approved the revision of the company's shares held by directors, supervisors and senior managers and their change management system;
Voting results: 8 in favor, 0 against and 0 abstention.
17-11. Reviewed and adopted the revised internal audit management system;
Voting results: 8 in favor, 0 against and 0 abstention.
17-12. Reviewed and approved the revised futures trading management system;
Voting results: 8 in favor, 0 against and 0 abstention.
17-13. Reviewed and approved the revised management system for external donations;
Voting results: 8 in favor, 0 against and 0 abstention.
17-14. Reviewed and approved the revised information disclosure suspension and exemption management system;
Voting results: 8 in favor, 0 against and 0 abstention.
Voting results: 8 in favor, 0 against and 0 abstention.
Items 1 to 9 above shall come into force after being deliberated and approved by the general meeting of shareholders of the company, and the implementation of the original relevant systems shall be suspended;
Items 10 to 14 above shall come into force after being reviewed and approved by the board of directors of the company, and the original relevant systems shall be suspended.
See the revised relevant system disclosed by the company in the designated media on the same day for details.
（18） Deliberated and adopted the second draft on by election of companies
