Securities code: Yintai Gold Co.Ltd(000975) securities abbreviation: Yintai Gold Co.Ltd(000975) Announcement No.: 2022008
Yintai Gold Co.Ltd(000975)
Announcement of resolutions of the 12th meeting of the 8th board of directors
The company and all members of its board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Yintai Gold Co.Ltd(000975) (hereinafter referred to as “the company”) the notice of the 12th meeting of the 8th board of directors was delivered to all directors by e-mail and hand delivered on April 2, 2022. The meeting was held at 10:00 a.m. on April 8, 2022 in the company’s conference room 5103, block C, Yintai Center, No. 2 Jianwai street, Chaoyang District, Beijing. The meeting was presided over by Mr. Yang Haifei, chairman of the company. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting. Supervisors and senior managers of the company attended the meeting as nonvoting delegates.
The convening and voting procedures of this meeting comply with the relevant provisions of the company law of the people’s Republic of China, the Yintai Gold Co.Ltd(000975) articles of association and other laws and regulations. After careful consideration one by one by the directors present at the meeting, the following resolutions were adopted by open ballot:
1、 The proposal on the 2021 work report of the board of directors of the company was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes;
See the work report of the board of directors in 2021 disclosed on cninfo.com on the same day for details.
2、 The proposal on the 2021 annual general manager’s work report of the company was deliberated and adopted by 9 votes in favor, 0 votes against and 0 abstentions;
3、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on the company’s 2021 annual financial statement was deliberated and adopted;
For details, please refer to the financial statement of 2021 disclosed on cninfo.com on the same day.
4、 The proposal on the text and summary of the company’s 2021 annual report was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention;
For details, please refer to the body and summary of the 2021 annual report disclosed on cninfo.com on the same day.
5、 The proposal on the 2021 annual report of independent directors of the company was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention;
For details, please refer to the work report of independent directors in 2021 disclosed on cninfo.com on the same day.
6、 With 9 affirmative votes, 0 negative votes and 0 abstention votes, the company’s annual plan for the year 2021 was deliberated and adopted
Securities code: Yintai Gold Co.Ltd(000975) securities abbreviation: Yintai Gold Co.Ltd(000975) Announcement No.: 2022008
Evaluation report of the proposal control department;
The independent directors of the company expressed independent opinions on the proposal and believed that the self-evaluation of the company’s internal control was comprehensive, true and accurate, reflecting the actual situation of the company’s internal control.
For details, see the 2021 internal control evaluation report disclosed on cninfo.com on the same day.
7、 The proposal on the company’s profit distribution plan for 2021 was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention;
The audit of Dahua Certified Public Accountants (special general partnership) confirmed that the parent company achieved a net profit of 64519294229 yuan in 2021, and after withdrawing 10% legal surplus reserve of 6451929423 yuan, the profit available for distribution to shareholders in 2021 was 58067364806 yuan, plus the beginning undistributed profit of 147119411075 yuan, minus the payment amount of cash dividends (including tax) distributed by the company in 2021 of 69418056625 yuan, The accumulated undistributed profit at the end of 2021 was 135768719256 yuan.
In accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association of the China Securities Regulatory Commission, and in combination with the company’s operation in 2021 and the needs of future operation and development, the company has formulated the profit distribution plan for 2021 as follows: Based on the existing share capital of 2776722265 shares, the company will distribute cash dividends of 2.5 yuan (including tax) to all shareholders for every 10 shares, with a total of 69418056625 yuan.
During the period from the disclosure to the implementation of this distribution plan, the total share capital of the company changes due to the conversion of convertible bonds into shares, share repurchase, equity incentive exercise, refinancing and listing of new shares, and the total distribution will be adjusted according to the principle of unchanged existing distribution proportion.
The independent directors of the company expressed their independent opinions on the proposal and believed that the distribution plan of the company comprehensively considered the characteristics of the industry, development stage, its own business model, profitability and reasonable return of shareholders. The proportion of cash dividends was in line with the relevant documents of the CSRC and the articles of Association, and in line with the overall interests of the company and the interests of shareholders, especially minority shareholders, It is agreed that the profit distribution plan shall be submitted to the general meeting of shareholders for deliberation.
8、 The proposal on the remuneration of senior managers of the company was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention;
The independent directors of the company expressed independent opinions on the proposal and believed that the remuneration of senior managers of the company was formulated according to the remuneration level of the industry and scale of the company and in combination with the actual operation of the company, which can effectively stimulate the work enthusiasm and initiative of senior managers, which is conducive to the operation and development of the company and does not damage the interests of the company and shareholders. The procedures for determining the remuneration of senior executives of the company comply with the provisions of relevant laws, regulations and the articles of association.
Securities code: Yintai Gold Co.Ltd(000975) securities abbreviation: Yintai Gold Co.Ltd(000975) Announcement No.: 2022008
9、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on the company and its holding subsidiaries using their own idle funds for entrusted financial management and other investments was deliberated and adopted;
The independent directors of the company expressed independent opinions on the proposal.
For details, see the announcement on the company and its holding subsidiaries using their own idle funds for entrusted financial management and other investments disclosed in China Securities News, securities times, Shanghai Securities News and cninfo on the same day. 10、 The proposal of the company’s holding subsidiary to carry out derivatives investment business was deliberated and approved by 9 votes in favor, 0 against and 0 abstention;
The independent directors of the company expressed independent opinions on the proposal.
For details, please refer to the announcement on the derivatives investment business of the company’s holding subsidiaries disclosed in China Securities News, securities times, Shanghai Securities News and cninfo.com on the same day.
11、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on the estimated external guarantee amount of the company was deliberated and adopted;
The proposal has been deliberated and approved by more than two-thirds of the directors present at the board of directors.
For details, please refer to the announcement on the estimated external guarantee amount of the company disclosed in China Securities Journal, securities times, Shanghai Securities News and cninfo.com on the same day.
12、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on Amending Some Provisions of the articles of association was deliberated and adopted;
For details, please refer to the announcement on the revision of the articles of Association disclosed in China Securities News, securities times, Shanghai Securities News and cninfo on the same day.
13、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on Amending Some Provisions of the rules of procedure of the general meeting of shareholders was considered and adopted;
For details, see the announcement on the revision of the rules of procedure of the general meeting of shareholders disclosed in China Securities Journal, securities times, Shanghai Securities News and cninfo on the same day.
14、 The proposal on Amending Some Provisions of the rules of procedure of the board of directors was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention;
For details, see the announcement on the revision of the rules of procedure of the board of directors disclosed in China Securities News, securities times, Shanghai Securities News and cninfo on the same day.
15、 The amendment to the external guarantee system was adopted with 0 affirmative votes and 0 abstention votes;
See details disclosed on the same day in China Securities Journal, securities times, Shanghai Securities News and cninfo
Securities code: Yintai Gold Co.Ltd(000975) securities abbreviation: Yintai Gold Co.Ltd(000975) Announcement No.: 2022008
Announcement on the revision of the external guarantee system.
16、 The proposal on Amending Some Provisions of the rules on the management of shares held by directors, supervisors and senior managers and their changes was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention;
For details, please refer to the announcement on the revision of the management rules for shares held by directors, supervisors and senior managers of the company and their changes disclosed in China Securities News, securities times, Shanghai Securities News and cninfo on the same day.
17、 The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
For details, see the announcement on the notice of convening the 2021 annual general meeting of shareholders disclosed in China Securities Journal, securities times, Shanghai Securities News and cninfo.com on the same day.
The above first, third, fourth, fifth, seventh, ninth, eleventh, twelfth, thirteenth, fourteenth and fifteenth proposals will be submitted to the 2021 annual general meeting for deliberation.
It is hereby announced.
Yintai Gold Co.Ltd(000975) board of directors
April 8, 2002
