Securities abbreviation: Cosco Shipping Development Company Limited(601866) securities code: Cosco Shipping Development Company Limited(601866) Announcement No.: pro 2022017 Cosco Shipping Development Company Limited(601866)
Announcement on resolutions of the 51st meeting of the 6th 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 and materials of the 51st meeting of the 6th board of directors of Cosco Shipping Development Company Limited(601866) (hereinafter referred to as “the company”, “the company” or ” Cosco Shipping Development Company Limited(601866) “) were sent in writing and e-mail on March 16, 2022. As Shanghai is currently in the critical period of covid-19 pneumonia epidemic prevention and control, according to the requirements of epidemic prevention and control in Shanghai, the meeting was held by video telephone connection because the area where the on-site meeting originally planned to be held by the board of directors was sealed and controlled. There are 10 directors who should attend the meeting and 9 directors who actually attend the meeting. Mr. Wang Daxiong, chairman of the company, entrusted Mr. Liu Chong to vote due to other work arrangements, and the valid voting votes were 10. The meeting was held in accordance with the relevant provisions of the company law of the people’s Republic of China, the articles of association and other laws and regulations.
2、 Deliberations of the board meeting
The meeting considered and adopted the following proposals:
(I) deliberated and passed the proposal on the work report of the company’s management in 2021
Voting results: 10 in favor, 0 abstention and 0 against.
(II) deliberated and passed the proposal on the report of the board of directors of the company in 2021
Voting results: 10 in favor, 0 abstention and 0 against.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(III) the proposal on the financial report of the company for the year 2021 was deliberated and passed. The voting results were: 10 votes in favor, 0 abstentions and 0 objections.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(IV) the proposal on the profit distribution of the company in 2021 was deliberated and passed. The voting results: 10 votes in favor, 0 abstentions and 0 objections.
On the premise of ensuring the normal operation and long-term development of the company and taking into account the immediate and long-term interests of shareholders, the board of directors of the company decided that the profit distribution plan of the company for 2021 is to distribute a cash dividend of 2.26 yuan (including tax) to all shareholders for every 10 shares based on the total share capital registered on the date of equity distribution minus the number of shares in the company’s special account for repurchase, and carry forward all the remaining undistributed profits to the next year.
For details of this profit distribution, please refer to the announcement of Cosco Shipping Development Company Limited(601866) on the profit distribution plan of 2021 (Announcement No.: pro 2022019) published by the company simultaneously on the designated media. This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(V) deliberated and passed the proposal on the full text, summary and performance report of the company’s 2021 annual report
Voting results: 10 in favor, 0 abstention and 0 against.
The full text and abstract of the company’s 2021 annual report are synchronized on the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）And company website（ http://development.coscoshipping.com. ）Publish; The summary of the company’s 2021 annual report is simultaneously published in Shanghai Securities News, China Securities News, securities daily and securities times; The company’s 2021 annual performance report is synchronized on the website of the Hong Kong stock exchange（ http://www.hkexnews.hk ）And company website（ http://development.coscoshipping.com. ）Published.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(VI) deliberated and passed the proposal on the company’s enterprise sustainable development report in 2021
Voting results: 10 in favor, 0 abstention and 0 against.
(VII) deliberated and passed the proposal on the work report of the company’s independent directors in 2021
Voting results: 10 in favor, 0 abstention and 0 against.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(VIII) the proposal on the remuneration of the company’s directors and supervisors in 2002 was deliberated and passed. The voting results were: 10 votes in favor, 0 votes in abstention and 0 votes against.
According to the working rules of the Remuneration Committee of the board of directors, the Remuneration Committee of the board of directors is responsible for formulating the remuneration scheme of the directors and supervisors of the company. According to the work scope, responsibilities and importance of directors and supervisors and the salary level of relevant positions in relevant enterprises, it is recommended that their salary in 2022 is as follows:
1. Directors and supervisors dispatched by shareholders who hold positions and receive remuneration in COSCO Shipping Group and its directly subordinate companies shall not receive remuneration in the company. The rest of the External Directors receive their remuneration by referring to the remuneration standard of independent directors deliberated and approved by the 2019 annual general meeting of shareholders.
2. Directors and employee supervisors who work in the management and non management of the company will receive remuneration after assessment according to the remuneration standard of their posts, and will not receive additional remuneration of directors or employee supervisors. 3. The remuneration of the company’s independent directors is the same as that deliberated and approved by the 2019 annual general meeting of shareholders. This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(IX) deliberated and passed the proposal on the work report of the company’s internal control system in 2021
Voting results: 10 in favor, 0 abstention and 0 against.
(x) deliberated and passed the proposal on the company’s self-evaluation report on internal control in 2021
Voting results: 10 in favor, 0 abstention and 0 against.
（11） The proposal on COSCO Shipping’s continuous financial risk assessment report was deliberated and adopted. The voting results were: 4 in favor, 0 abstention and 0 against.
Mr. Wang Daxiong, Mr. Liu Chong, Mr. Xu Hui, Mr. Huang Jian, Mr. Liang Yanfeng and Mr. Ye Chengzhi abstained from voting because of their connection.
（12） Deliberated and passed the proposal on the risk disposal plan for COSCO Shipping Finance
Voting results: 4 in favor, 0 abstention and 0 against.
Mr. Wang Daxiong, Mr. Liu Chong, Mr. Xu Hui, Mr. Huang Jian, Mr. Liang Yanfeng and Mr. Ye Chengzhi abstained from voting because of their connection.
（13） Deliberated and passed the proposal on signing supplementary agreement of financial service agreement with COSCO Shipping Finance
Voting results: 4 in favor, 0 abstention and 0 against.
Mr. Wang Daxiong, Mr. Liu Chong, Mr. Xu Hui, Mr. Huang Jian, Mr. Liang Yanfeng and Mr. Ye Chengzhi abstained from voting because of their connection.
For details of the signing of the supplementary agreement, please refer to the announcement on signing the supplementary agreement of the financial service agreement with COSCO Shipping Finance (Announcement No. 2022020) published by the company simultaneously on the designated media.
（14） The proposal on COSCO Shipping Development’s subsidiary’s application for monetary financial derivatives trading quota in 2022 was deliberated and adopted
The board of directors agreed to the amount of monetary financial derivatives transactions in 2022, including forward foreign exchange settlement of US $948 million and RMB 1.15 billion, and interest rate swap of US $720 million.
Voting results: 10 in favor, 0 abstention and 0 against.
（15） The proposal on the special report on the deposit and use of raised funds in 2021 was deliberated and adopted
Voting results: 4 in favor, 0 abstention and 0 against.
Mr. Wang Daxiong, Mr. Liu Chong, Mr. Xu Hui, Mr. Huang Jian, Mr. Liang Yanfeng and Mr. Ye Chengzhi abstained from voting because of their connection.
（16） The proposal on the special explanation on the realization of 2021 performance commitments of issuing shares to purchase assets and purchasing assets was deliberated and adopted
Voting results: 4 in favor, 0 abstention and 0 against.
Mr. Wang Daxiong, Mr. Liu Chong, Mr. Xu Hui, Mr. Huang Jian, Mr. Liang Yanfeng and Mr. Ye Chengzhi abstained from voting because of their connection.
3、 Filing documents
Resolution of the 51st meeting of the 6th board of directors.
It is hereby announced.
Cosco Shipping Development Company Limited(601866) board of directors March 30, 2022
