Securities code: Shanghai Huitong Energy Co.Ltd(600605) securities abbreviation: Shanghai Huitong Energy Co.Ltd(600605) Announcement No.: pro 2022006 Shanghai Huitong Energy Co.Ltd(600605)
Announcement of resolutions of the 18th meeting of the 10th 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
Shanghai Huitong Energy Co.Ltd(600605) (hereinafter referred to as "the company") the 18th meeting of the 10th board of directors was notified by email on March 21, 2022 and held by means of communication voting on March 31, 2022. There are 7 directors who should attend the meeting and 7 directors who actually attend the meeting. The meeting was presided over by Mr. Yang Zhangfeng, chairman of the board of directors. The convening, convening and voting procedures of the meeting comply with the provisions of the company law, the articles of association and the rules of procedure of the board of directors. The meeting is legal and valid.
2、 Deliberations of the board meeting
After deliberation, the meeting made the following resolution:
1. Deliberated and adopted the work report of the board of directors in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2. Review and approve the 2021 general manager's work report
Voting results: 7 in favor, 0 against and 0 abstention.
3. Review and adopt the financial final accounts report of 2021
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4. Deliberated and passed the proposal on 2021 senior management salary assessment
Voting results: 5 in favor, 0 against and 0 abstention. Mr. Yang Zhangfeng and Mr. Zhao Yong avoided voting on the proposal.
5. Review and approve the plan for profit distribution in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal has been approved by independent directors.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
6. Deliberated and passed the proposal on paying audit fees in 2021 and continuing the appointment of audit institutions
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal has been approved in advance by independent directors and independent opinions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
7. Review and adopt the 2021 annual report and summary
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
8. Review and adopt the 2021 internal control evaluation report
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal has been approved by independent directors.
9. Deliberated and adopted the 2021 performance report of the audit committee of the board of directors
Voting results: 7 in favor, 0 against and 0 abstention.
10. The proposal on the by election of candidates for non independent directors of the 10th board of directors was deliberated and adopted one by one
(1) Agree to elect Mr. Zhao Dianhua as a candidate for non independent director of the 10th board of directors of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
(2) Agree to elect Mr. Wen Xianyong as a candidate for non independent director of the 10th board of directors of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal has been approved by independent directors.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
11. Deliberated and adopted the proposal on the appointment of senior managers
It is agreed to appoint Mr. Zhao Yong as the general manager of the company. He will no longer serve as the deputy general manager of the company and continue to serve as the financial director and Secretary of the board of directors of the company. The term of office is the same as that of the 10th board of directors of the company.
Voting results: 6 in favor, 0 against and 0 abstention. I abstain from voting.
12. Deliberated and adopted the proposal on investment plan for 2022
It is agreed that the total amount of direct investment (including equity and creditor's rights) in the company's real estate business in 2022 will not exceed 3 billion yuan, and the investment objects include the company's existing and newly established subsidiaries and joint-stock companies within the scope of consolidated statements in 2022.
It is agreed to request the general meeting of shareholders to authorize the company's management to specifically implement the investment plan for real estate business in 2022, and decide on foreign investment matters with a total amount of no more than 3 billion yuan, including but not limited to determining the specific investment mode, obtaining land resources through various ways allowed by laws and regulations and signing relevant agreements, determining and adjusting the development and operation mode and signing relevant agreements after obtaining land resources, etc.
The above authorization is valid from the date of deliberation and approval of the company's 2021 annual general meeting to the date of holding the 2022 annual general meeting.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
13. Deliberated and adopted the proposal on providing financial assistance
It is agreed to provide financial assistance with a total amount of no more than 1 billion yuan to Nanchang Jindu Real Estate Co., Ltd. and other subsidiaries, and the funds can be used on a rolling basis within the total amount.
The specific operation shall be handled by the chairman according to the business development and actual operation of the subsidiary.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
14. The proposal on formulating the management system of directors' and supervisors' post allowance was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal has been approved by independent directors.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
15. The proposal on signing the framework agreement on connected transactions from 2022 to 2025 was considered and adopted
Voting results: 3 in favor, 0 against and 0 abstention. The company's affiliated directors Mr. Yang Zhangfeng, Mr. Zhao Yong, Mr. Sun Zhongqi and Mr. Lu Qianqian avoided voting on this proposal.
The proposal has been approved in advance by independent directors and independent opinions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
16. The proposal on the company's daily related party transactions in 2021 and the forecast of daily related party transactions in 2022 was reviewed and approved
Voting results: 3 in favor, 0 against and 0 abstention. The company's affiliated directors Mr. Yang Zhangfeng, Mr. Zhao Yong, Mr. Sun Zhongqi and Mr. Lu Qianqian avoided voting on this proposal.
The proposal has been approved in advance by independent directors and independent opinions.
17. The proposal on the use of idle funds for financial management was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
18. The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted
The 2021 annual general meeting of shareholders is scheduled to be held on April 22, 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
Shanghai Huitong Energy Co.Ltd(600605) board of directors April 2, 2022
