Securities code: China National Gold Group Gold Jewellery Co.Ltd(600916) securities abbreviation: China National Gold Group Gold Jewellery Co.Ltd(600916) Announcement No.: 2022017 China National Gold Group Gold Jewellery Co.Ltd(600916)
Announcement of resolutions of the 23rd Meeting of the first 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
China National Gold Group Gold Jewellery Co.Ltd(600916) (hereinafter referred to as “the company”) the notice of the 23rd Meeting of the first board of directors was sent to all directors by e-mail and written service on March 28, 2022. The meeting was held in Beijing on April 7, 2022 in the form of on-site combined communication. Nine directors should attend the meeting and nine actually attended the meeting. The meeting was presided over by Mr. Chen Xiongwei, chairman of the board. The convening, convening and voting procedures of this meeting comply with the provisions of the company law of the people’s Republic of China and the China National Gold Group Gold Jewellery Co.Ltd(600916) articles of association, and the resolutions made are legal and effective.
2、 Deliberations of the board meeting
After effective deliberation and voting at the meeting, the resolution is as follows:
(I) deliberated and passed the proposal on the work report of the board of directors in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the company’s 2021 general manager’s work report.
Voting results: 9 in favor, 0 against and 0 abstention.
(III) deliberated and passed the proposal on the company’s report on the work of independent directors in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions.
Independent directors will report on their work at the company’s annual general meeting.
(IV) deliberated and passed the proposal on the performance report of the company’s audit committee in 2021. Voting results: 9 in favor, 0 against and 0 abstention.
(V) deliberated and passed the proposal on the company’s financial final accounts report in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VI) deliberated and passed the proposal on the company’s financial budget report for 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VII) deliberated and passed the proposal on the company’s profit distribution plan for 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
It is agreed that the company will distribute cash dividends of 2.40 yuan (including tax) to all shareholders for every 10 shares based on the total share capital on the date of dividend distribution equity registration, and the remaining undistributed profits will be carried forward to subsequent years. As of April 11, 2022, the total share capital of the company is 168000000000 shares. Based on the total share capital, the total cash dividend is expected to be 40320000000 yuan, accounting for 50.75% of the net profit attributable to the common shareholders of the listed company in 2021. The company’s capital reserve will not be converted into share capital in 2021. If the total share capital of the company changes from the date of disclosure of the profit distribution plan in 2021 to the date of registration of dividends and dividends, the company plans to keep the total distribution unchanged and adjust the distribution amount per share accordingly.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on the profit distribution plan for 2021 (Announcement No.: 2022019).
The independent directors of the company expressed their independent opinions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VIII) deliberated and passed the proposal on the full text and summary of the company’s annual report in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The full text and summary of the 2021 annual report disclosed are published in the summary of the 2021 annual report of Shanghai Securities News, China Securities News, securities times, securities daily and economic information daily.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IX) deliberated and passed the proposal on the company’s internal control report in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Internal control evaluation report in 2021 (Announcement No.: 2022020) disclosed.
The independent directors of the company expressed their independent opinions.
(x) the proposal on bank credit line in 2022 was passed.
Voting results: 8 in favor, 0 against and 0 abstention.
Related director Hao avoided voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（11） The proposal on the prediction of the company’s annual daily connected transactions in 2022 was deliberated and adopted. Voting results: 4 in favor, 0 against and 0 abstention.
Related directors Chen Xiongwei, Wang Qi, Wang Wen, Wei haoshui and Li Xiaodong avoided voting on this proposal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on the prediction of the company’s annual daily connected transactions in 2022 (Announcement No.: 2022021). The independent directors of the company issued the independent opinions approved and agreed in advance.
（12） The proposal on the remuneration of directors and senior executives of the company in 2021 was deliberated and adopted.
Voting results: 2 in favor, 0 against and 0 abstention.
Related directors Chen Xiongwei, Wang Qi, Wei haoshui, Li Xiaodong, he Qiang, Yan Mei and Wu Fenghua avoided voting on this proposal.
According to the company’s annual operation and management objectives and their completion, and in combination with the responsibilities undertaken by all directors and senior managers, the total remuneration received by all directors and senior managers of the company in 2021 was RMB 698869800. The specific remuneration of each director and senior manager is detailed in Section IV of the company’s annual report 2021.
The independent directors of the company expressed their independent opinions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（13） The proposal on the 2021 annual social responsibility report of the company was deliberated and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) 2021 social responsibility report disclosed by the company.
（14） The proposal on the company’s use of its own funds to pay equal replacement funds for raised investment projects was deliberated and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on using self owned funds to pay equal replacement funds for raised investment projects (Announcement No.: 2022023).
The independent directors of the company expressed their independent opinions.
（15） The proposal on the Interim Measures for the management of professional managers of the company was deliberated and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
（16） The proposal on the company’s management measures for performance appraisal and remuneration of management members was deliberated and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
In order to establish and improve the modern enterprise system and promote the continuous growth of the company’s operation efficiency and operating efficiency, this method is specially formulated to determine the management regulations on the performance and salary assessment of the members of the management.
The independent directors of the company issued the independent opinions agreed.
（17） The proposal on the company’s development strategy and plan for the 14th five year plan was deliberated and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
（18） The proposal on the company’s investment plan report in 2022 was deliberated and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
（19） The proposal on the company’s special report on the deposit and use of raised funds in 2021 was reviewed and approved.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report on the deposit and use of raised funds in 2021 (Announcement No.: 2022022). The independent directors of the company issued the independent opinions agreed.
（20） The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted. Voting results: 9 in favor, 0 against and 0 abstention.
The company decided to hold the 2021 annual general meeting of shareholders on May 6, 2022 in the form of on-site combined with network.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022024) disclosed.
It is hereby announced.
China National Gold Group Gold Jewellery Co.Ltd(600916) board of directors April 11, 2022
