Securities abbreviation: Cosco Shipping Holdings Co.Ltd(601919) securities code: Cosco Shipping Holdings Co.Ltd(601919) Announcement No.: 2022008
Cosco Shipping Holdings Co.Ltd(601919)
Announcement of resolutions of the 15th 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.
The 15th meeting of the 6th board of directors of Cosco Shipping Holdings Co.Ltd(601919) (hereinafter referred to as " Cosco Shipping Holdings Co.Ltd(601919) " and "the company") was held in conference room 378, dongdaming Road, Shanghai in the form of on-site and video conference on March 30, 2022. The meeting notice and proposal materials have been timely delivered to all directors for review in accordance with the provisions of the articles of association. There are 8 directors who should attend the meeting and 8 directors who actually attend the meeting. Members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by Chairman Wan min of the company. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
After careful deliberation by the directors attending the meeting, the following proposals were adopted by unanimous vote one by one: I. Cosco Shipping Holdings Co.Ltd(601919) 2021 annual report and relevant authorization
(I) deliberated and approved the annual report of Cosco Shipping Holdings Co.Ltd(601919) 2021 (A shares / H shares), the summary of Cosco Shipping Holdings Co.Ltd(601919) 2021 annual report (A shares) and the annual performance announcement of Cosco Shipping Holdings Co.Ltd(601919) 2021 (H shares).
Voting results: 8 in favor, 0 against and 0 abstention.
The annual report of Cosco Shipping Holdings Co.Ltd(601919) 2021 and the summary (A shares) are disclosed online simultaneously; The annual performance announcement of Cosco Shipping Holdings Co.Ltd(601919) 2021 (H shares) is simultaneously disclosed through the website of the stock exchange of Hong Kong Limited; The annual report of Cosco Shipping Holdings Co.Ltd(601919) 2021 (H shares) will be issued separately.
(II) reviewed and approved the following relevant authorizations for the issuance of the annual report:
1. Authorize any two directors to sign the audited HKAS financial report for 2021;
2. Authorize any director to proofread and sign the annual report of A-Shares and H shares, approve and deal with matters related to the printing and distribution of the annual report, including but not limited to sending the annual report of H shares and other relevant documents to shareholders at an appropriate time, publishing the annual report of A-Shares and relevant resolutions of the board of directors on the website of Shanghai Stock Exchange, and publishing the annual report of H shares on the website of the stock exchange of Hong Kong Limited;
3. Authorize the Secretary of the board of directors to proofread and sign the summary of A-share annual report, H-share annual performance announcement, notice of 2021 annual general meeting and other relevant documents as of December 31, 2021, and arrange the summary of A-share annual report The annual performance announcement of H shares and the notice of the 2021 annual general meeting of shareholders were sent to the Shanghai Stock Exchange and the stock exchange of Hong Kong Limited for posting on the websites of the Shanghai Stock Exchange and the stock exchange of Hong Kong Limited.
Voting results: 8 in favor, 0 against and 0 abstention.
2、 Reviewed and approved the Cosco Shipping Holdings Co.Ltd(601919) 2021 annual financial report and audit report prepared in accordance with the accounting standards for business enterprises and Hong Kong Financial Reporting Standards respectively.
Voting results: 8 in favor, 0 against and 0 abstention.
The company's domestic auditor ShineWing Certified Public Accountants (special general partnership) and overseas auditor Luo Bingxian Yongdao Certified Public Accountants issued standard unqualified audit reports on the company's 2021 financial report respectively. It is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. The annual audit report of Cosco Shipping Holdings Co.Ltd(601919) 2021 is disclosed online at the same time.
3、 Deliberated and approved the proposal of Cosco Shipping Holdings Co.Ltd(601919) 2021 annual profit distribution plan
Voting results: 8 in favor, 0 against and 0 abstention.
The profit distribution plan of the company in 2021 is: cash dividend of 0.87 yuan per share (including tax). Based on the total share capital of 16014125710 shares of the company by the end of 2021, a total cash dividend of 13.932 billion yuan was distributed, which is 15.6% of the net profit attributable to shareholders of the listed company realized by the company in 2021 and 50.15% of the distributable profit of the parent company in 2021. If the total share capital of the company changes from the beginning of 2022 to the date of equity distribution, the total amount of distribution shall be adjusted based on the total number of shares registered on the date of equity registration. It is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to the announcement of Cosco Shipping Holdings Co.Ltd(601919) 2021 annual profit distribution plan (Announcement No.: 2022010).
4、 Reviewed and approved the Cosco Shipping Holdings Co.Ltd(601919) 2021 annual Sustainable Development Report
Voting results: 8 in favor, 0 against and 0 abstention.
5、 Reviewed and approved the internal control evaluation report of Cosco Shipping Holdings Co.Ltd(601919) 2021
Voting results: 8 in favor, 0 against and 0 abstention.
The annual sustainable development report of Cosco Shipping Holdings Co.Ltd(601919) 2021 and the annual internal control evaluation report of Cosco Shipping Holdings Co.Ltd(601919) 2021 are disclosed online at the same time.
6、 Reviewed and approved the external guarantee limit of Cosco Shipping Holdings Co.Ltd(601919) and its affiliated companies in 2022, agreed to the external guarantee limit of Cosco Shipping Holdings Co.Ltd(601919) and its affiliated companies in 2022, agreed to use this guarantee limit and authorized any director to adjust the actual guarantee limit of each company according to the actual needs of each affiliated company within this guarantee limit and implement the authorization arrangement. It is agreed to submit the proposal 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 of Cosco Shipping Holdings Co.Ltd(601919) and its affiliated companies on the amount of external guarantee in 2022, Announcement No.: 2022011.
7、 Reviewed and approved the 2021 annual assessment results of Cosco Shipping Holdings Co.Ltd(601919) senior management
Mr. Yang Zhijian, the managing director of the company, avoided voting on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
8、 The proposal on the appointment of domestic and foreign auditors in Cosco Shipping Holdings Co.Ltd(601919) 2022 was reviewed and approved
Voting results: 8 in favor, 0 against and 0 abstention.
Renew ShineWing Certified Public Accountants (special general partnership) as the domestic auditor of the company in 2022 and Luo Bingxian Yongdao certified public accountants as the overseas auditor of the company in 2022. It is agreed to submit the proposal to the 2021 annual general meeting of the company for deliberation. For details, see Cosco Shipping Holdings Co.Ltd(601919) announcement on the renewal of accounting firm (Announcement No.: 2022012). 9、 The proposal on requesting the 2021 annual and class shareholders' meeting of the company to give the board of directors a general authorization to repurchase H shares and / or A-Shares of the company was reviewed and approved
In order to safeguard the company's value and shareholders' rights and interests and enable the company to repurchase the company's shares in a timely and flexible manner, it is proposed that the 2021 annual general meeting of shareholders, the first H-share general meeting of shareholders in 2022 and the first A-share general meeting of shareholders in 2022 approve the general authorization of the board of directors to repurchase the company's H-shares and / or A-shares by special resolution.
The contents and duration of authorization are as follows: (I) contents of authorization
Authorize the board of directors of the company to repurchase no more than 10% H shares and / or 10% A-Shares of H shares issued by the company when the resolution is approved by the company's 2021 annual general meeting of shareholders, the first H-share general meeting in 2022 and the first A-share general meeting in 2022, and specifically handle matters related to the repurchase of H shares and / or a shares, including but not limited to:
1. Formulate and implement specific repurchase plans in accordance with the company law and other laws and regulations, the Listing Rules of the place where the shares are listed and the articles of association, including but not limited to determining the repurchase time, repurchase period, repurchase price, repurchase quantity, etc;
2. Notify creditors, make public announcements and deal with matters related to the exercise of creditors' rights (if involved);
3. Open stock accounts and capital accounts and go through the corresponding foreign exchange change registration procedures;
4. Disposal or use of repurchased shares
(1) Disposal of H-share repurchases: after H-share repurchases are completed, the repurchased H-share will be cancelled and the company's registered capital will be reduced accordingly;
(2) Purpose of repurchasing A shares: according to the actual situation of the company, decide the specific purpose of repurchasing A shares within the period specified by relevant laws and regulations, and adjust or change the purpose of repurchasing A shares within the scope allowed by relevant laws and regulations;
5. Modify the relevant contents of the articles of association related to the total share capital and share capital structure, and go through the change registration and filing procedures (if involved);
6. If laws and regulations, securities regulatory authorities have new provisions on repurchase policies, and market conditions have changed, except for matters that require re voting by the general meeting of shareholders in accordance with relevant laws and regulations and the articles of association, adjust the repurchase plan and continue to handle matters related to repurchase in accordance with relevant national regulations, the requirements of relevant government departments and securities regulatory authorities, market conditions and the actual operation of the company.
The above authorized matters can be delegated by the board of directors to any director. It is agreed that any director shall be the sub authorized person of the board of directors to implement the authorization matters related to the repurchase of H shares.
(II) authorization period
The general authorization to repurchase H shares and / or A-Shares of the company shall take effect from the date when the authorization is passed by special resolution at the annual general meeting of the company in 2021, the first general meeting of H shares in 2022 and the first general meeting of A-Shares in 2022 until the earliest of the following two dates: (1) the end of the annual general meeting of the company in 2022; or
(2) The date on which any general meeting of shareholders and the general meeting of shareholders of H shares and A-Shares of the company pass a special resolution to revoke or change the authorization mentioned in this proposal.
If the board of directors or the person authorized by the board of directors has signed the necessary documents and gone through the necessary procedures during the validity period of the authorization, and such documents and procedures may need to be performed, carried out or continued until the expiration of the validity period of the authorization, the validity period of the authorization will be extended accordingly.
It is agreed to submit the general authorization of (1) repurchase of H shares and (2) repurchase of A-Shares to the 2021 annual general meeting of shareholders, the first H-share general meeting in 2022 and the first A-share general meeting in 2022 for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
10、 The proposal on adjusting the accounting estimate of the estimated net salvage value of ships and containers was reviewed and approved
Voting results: 8 in favor, 0 against and 0 abstention.
See Cosco Shipping Holdings Co.Ltd(601919) announcement on changes in accounting estimates (Announcement No.: 2022013) for details. 11、 Reviewed and approved the work report of Cosco Shipping Holdings Co.Ltd(601919) 2021 internal control system
Voting results: 8 in favor, 0 against and 0 abstention.
12、 The proposal on holding the 2021 annual general meeting of shareholders, the first A-share general meeting in 2022 and the first H-share general meeting in 2022 was reviewed and approved
It is approved to hold the 2021 annual general meeting of shareholders, the first A-share general meeting of shareholders in 2022 and the first H-share general meeting of shareholders in 2022 simultaneously in Shanghai and Hong Kong in the form of on-site and video teleconference on Friday, May 27, 2022. Authorize any director to determine the specific meeting time and place, and adjust the meeting form and related matters according to the needs of epidemic prevention and control. Voting results: 8 in favor, 0 against and 0 abstention.
The notice of shareholders' meeting and meeting materials will be issued separately.
13、 The proposal on the continuous risk assessment report of COSCO Shipping Group Finance Co., Ltd. was reviewed and approved
Wan min, Huang Xiaowen, Yang Zhijian and Feng Boming, affiliated directors, avoided voting. The independent directors of the company approved in advance and submitted the proposal to the board of directors for deliberation.
Voting results: 4 in favor, 0 against and 0 abstention.
The approved continuous risk assessment report of COSCO Shipping Group Finance Co., Ltd. is disclosed online at the same time.
14、 The proposal on Cosco Shipping Holdings Co.Ltd(601919) board of directors authorization rules was reviewed and approved. The voting results: 8 in favor, 0 against and 0 abstention.
15、 Deliberated and approved the proposal on the measures for the administration of Cosco Shipping Holdings Co.Ltd(601919) Secretary of the board of directors. The voting results: 8 in favor, 0 against and 0 abstention.
The independent directors of the company expressed independent opinions on the third, fifth, sixth, seventh, eighth, ninth, tenth and thirteenth proposals mentioned above, which were disclosed online at the same time.
Appendix to the online announcement: 1. Opinions of Cosco Shipping Holdings Co.Ltd(601919) independent directors on some matters considered at the 15th meeting of the sixth board of directors of the company
Documents for future reference: 1. The resolution of the 15th meeting of the 6th board of directors of Cosco Shipping Holdings Co.Ltd(601919) company 2. The confirmation opinions of Cosco Shipping Holdings Co.Ltd(601919) directors and senior managers on the annual report of the company in 2021 are hereby announced.
Cosco Shipping Holdings Co.Ltd(601919) board of directors March 30, 2022
