Securities code: Shenyang Chemical Co.Ltd(000698) securities abbreviation: Shenyang Chemical Co.Ltd(000698) Announcement No.: 2022007 Shenyang Chemical Co.Ltd(000698)
Announcement on the resolution of the third meeting of the ninth board of directors
The board of directors does not guarantee that the information disclosed by the company is true, complete or misleading.
1、 Meetings of the board of directors
1. Notice time and method of the meeting: Shenyang Chemical Co.Ltd(000698) (hereinafter referred to as “the company”) the notice of the third meeting of the ninth board of directors was sent by telephone and e-mail on March 18, 2022.
2. The meeting will be held on February 29, 2023.
3. Attendance at the meeting: 9 directors should attend the meeting and 9 actually attended the meeting. Members of the board of directors of the company attended the meeting through online meetings.
4. Moderator and non voting participants: this meeting is presided over by sun Zesheng, chairman of the company, and supervisors and senior executives of the company attend the meeting.
5. Compliance of the meeting: the meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
1. Work report of the board of directors in 2021
For details, see the full text of the annual report published by the company on the designated information disclosure media on the same day.
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
2. Financial statement report of 2021
See the full text of the annual report and the financial report published by the company on the designated information disclosure media on the same day for details.
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
3. 2021 profit distribution plan
Audited by KPMG Huazhen Certified Public Accountants (special general partnership), the parent company realized a net profit of 26760585953 yuan in 2021. In accordance with the relevant provisions of the company law and the articles of association, the statutory surplus reserve of 2676058595 yuan is withdrawn at 10% of the annual net profit of the parent company, plus the undistributed profit of 47967387201 yuan at the beginning of the year of the parent company, minus the distribution of 7375629555 yuan to the owners in 2020, the actual profit available for distribution by the shareholders of the parent company is 64676285004 yuan.
Affected by covid-19 pneumonia and other risk factors, the company’s production and operation are facing uncertainty in 2022. In order to ensure the company’s normal cash liquidity and the ability to resist risks, the company plans not to distribute profits or convert the accumulation fund into share capital in 2021.
The independent directors expressed their independent opinions on the matter.
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
4. Proposal on the prediction of daily connected transactions in 2022
For details, please refer to the relevant contents of the Announcement No.: 2022008 “announcement on the forecast of daily connected transactions in Shenyang Chemical Co.Ltd(000698) 2022″ published by the company on the designated information disclosure media on the same day.
The independent directors have expressed their prior approval opinions and agreed independent opinions on the matter.
Affiliated directors sun Zesheng, Ge Yougen and Wang Yan avoided voting due to their positions in shareholder units.
Consent: 6 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
5. Proposal on the expected supplement of daily connected transactions in 2021
For details, please refer to the relevant contents of the Announcement No. 2022009 Shenyang Chemical Co.Ltd(000698) on the supplementary announcement of the forecast of daily connected transactions in 2021 published by the company on the designated information disclosure media on the same day. The independent directors have expressed their prior approval opinions and agreed independent opinions on the matter.
Affiliated directors sun Zesheng, Ge Yougen and Wang Yan avoided voting due to their positions in shareholder units.
Consent: 6 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
6. Proposal on determining the total credit line of financial institutions of the company in 2022
According to the changes of the current overall macroeconomic environment and in combination with the production and operation of the company and its holding subsidiaries, the company plans to handle bank financing business within the scope of the total credit line of no more than 900 million yuan (including the turnover of the existing bank credit line of the company and its holding subsidiaries within the year) in 2022, and use it in a rolling manner within the validity period before the proposal of the total credit line of the next year is approved by the general meeting of shareholders. The financing business varieties of the company and its holding subsidiaries during the year include but are not limited to long-term (short-term) loans, bank acceptance bills, Bill pool pledge financing, bank bill pledge Invoicing business Asset pool pledge financing business (this business refers to that the company and its holding subsidiaries agree to use the pledged assets in the asset pledge pool and the margin in the asset pool margin account to provide guarantee for the debts formed by the company and its holding subsidiaries in handling financing business in the bank, and the specific rights and obligations shall be subject to the contract signed between the company and its holding subsidiaries and the bank), trade financing, letter of guarantee (including financing letter of guarantee), supply chain finance Commercial bill financing, internal guarantee external debt, internal guarantee external loan, overseas direct loan, financial leasing, etc. The company can make necessary adjustments to the selection of financial institutions and their credit lines within the scope of the total credit line in combination with the specific conditions in actual operation. The Bank of credit cooperation includes but is not limited to the following banks: the following banks include but are not limited to the following: the following banks include but are not limited to the Bank of credit: the Bank of credit cooperation: the following banks: (and the Bank of credit cooperation includes but not limited limited to the following: (the Bank of credit cooperation: the Bank of credit cooperation includes but not limited to the following: the following banks: the following banks include but not limited to the following: the 60198of the Bank Of China Limited(601988) of the \ , Shengjing bank, Postal Savings Bank Of China Co.Ltd(601658) , Shenyang rural commercial bank, China Minsheng Banking Corp.Ltd(600016) , Guangdong Development Bank, China Citic Bank Corporation Limited(601998) , China Zheshang Bank Co.Ltd(601916) , China Everbright Bank Company Limited Co.Ltd(601818) , Bank of East Asia Asiana bank, Ping An Bank Co.Ltd(000001) , Kunlun bank, Hua Xia Bank Co.Limited(600015) , Jinzhou bank, industrial finance leasing, Dongjiang leasing, etc.).
The independent directors expressed their independent opinions on the matter.
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
7. Proposal on the guarantee provided by the company for the loans of its subsidiaries in 2022
For details, please refer to the Announcement No. 2022010 Shenyang Chemical Co.Ltd(000698) on providing guarantee for loans of subsidiaries in 2022 published by the company on the designated information disclosure media on the same day. The independent directors expressed their independent opinions on the matter.
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
8. Proposal on the risk assessment report of China Chemical Finance Co., Ltd
For details, please refer to the full text of the risk assessment report published by the company on the designated information disclosure media on the same day.
The independent directors expressed their independent opinions on the matter.
Affiliated directors sun Zesheng, Ge Yougen and Wang Yan avoided voting due to their positions in shareholder units.
Consent: 6 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
9. Proposal on the self-evaluation report of the company’s internal control
For details, see the full text of the internal control self-evaluation report published by the company on the designated information disclosure media on the same day.
The independent directors expressed their independent opinions on the matter.
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
10. Proposal on using self owned funds to invest in structured deposits
For details, please refer to the relevant contents of the Announcement No.: 2022012 Shenyang Chemical Co.Ltd(000698) about using self owned funds to invest in structured deposits published by the company on the designated information disclosure media on the same day.
The independent directors expressed their independent opinions on the matter.
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
11. Proposal on borrowing from controlling shareholders and related party transactions
For details, please refer to the relevant contents of the Announcement No.: 2022013 Shenyang Chemical Co.Ltd(000698) on related party transactions of borrowing from controlling shareholders published by the company on the designated information disclosure media on the same day.
The independent directors have expressed their prior approval opinions and agreed independent opinions on the matter.
Affiliated directors sun Zesheng, Ge Yougen and Wang Yan avoided voting due to their positions in shareholder units.
Consent: 6 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
12. Proposal on providing financial assistance to wholly-owned subsidiaries
For details, please refer to the relevant contents of the Announcement No.: 2022014 Shenyang Chemical Co.Ltd(000698) on providing financial assistance to wholly-owned subsidiaries published by the company on the designated information disclosure media on the same day.
The independent directors expressed their independent opinions on the matter.
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
13. Proposal on increasing business scope and amending the articles of Association
For details, please refer to the Announcement No.: 2022015 Shenyang Chemical Co.Ltd(000698) on increasing business scope and revising Shenyang Chemical Co.Ltd(000698) articles of Association, published by the company on the designated information disclosure media on the same day.
The independent directors expressed their independent opinions on the matter.
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
14. Proposal on Amending the rules of procedure of the board of directors of the company
For details, please refer to the relevant contents of the Announcement No.: 2022016 Shenyang Chemical Co.Ltd(000698) on Amending the rules of procedure of the board of directors published by the company on the designated information disclosure media on the same day.
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
15. Proposal on Amending the implementation rules of the strategy committee of the board of directors of the company
For details, please refer to the relevant contents of Shenyang Chemical Co.Ltd(000698) announcement on Revising the implementation rules of the strategy committee of Shenyang Chemical Co.Ltd(000698) board of directors published on the designated information disclosure media on the same day with the announcement number of 2022017.
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
16. Proposal on Amending the implementation rules of the audit committee of the board of directors of the company
For details, please refer to the relevant contents of the Announcement No.: 2022018 Shenyang Chemical Co.Ltd(000698) on Amending the detailed rules for the implementation of the audit committee of the board of directors published by the company on the designated information disclosure media on the same day.
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
17. Proposal on Amending the implementation rules of the nomination committee of the board of directors of the company
For details, please refer to the relevant contents of Shenyang Chemical Co.Ltd(000698) announcement on Revising the implementation rules of the nomination committee of Shenyang Chemical Co.Ltd(000698) board of directors published on the designated information disclosure media on the same day with the announcement number of 2022019.
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
18. Proposal on Amending the detailed rules for the implementation of the remuneration and assessment committee of the board of directors of the company
For details, please refer to the relevant contents of Shenyang Chemical Co.Ltd(000698) announcement on Revising the detailed rules for the implementation of the remuneration and assessment committee of the board of directors, with the announcement number of 2022020, published on the designated information disclosure media on the same day.
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
19. Proposal on the formulation of the measures for the administration of external guarantees of the company
In accordance with the provisions of laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and in combination with the relevant requirements of the three-year action of state-owned enterprise reform, the company further improved its corporate governance and standardized its operation. The Company re formulated the measures for the administration of Shenyang Chemical Co.Ltd(000698) external guarantee.
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
20. Proposal on the formulation of the measures for the administration of total wages of the company
In accordance with the provisions of laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and in combination with the relevant requirements of the three-year action of state-owned enterprise reform, the company has further improved corporate governance and standardized the company’s operation. The company has formulated the measures for the administration of Shenyang Chemical Co.Ltd(000698) payroll.
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
21. Proposal on formulating the measures for the management of corporate liabilities
In accordance with the provisions of laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and in combination with the relevant requirements of the three-year action of state-owned enterprise reform, the company has further improved corporate governance and standardized the company’s operation. The company has formulated the measures for the management of Shenyang Chemical Co.Ltd(000698) liabilities.
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
22. Proposal on formulating the measures for the administration of external donations of the company
In accordance with the provisions of laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and in combination with the relevant requirements of the three-year action of state-owned enterprise reform, the company has further improved corporate governance and standardized the company’s operation. The company has formulated the measures for the administration of Shenyang Chemical Co.Ltd(000698) external donations.
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
Voting result: adopted
23. Proposal on the formulation of the company’s measures for the administration of foreign investment
In accordance with the provisions of laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and in combination with the relevant requirements of the three-year action of state-owned enterprise reform, the company has further improved corporate governance and standardized company operation. The company has formulated the
