Securities code: Beibu Gulf Port Co.Ltd(000582) securities abbreviation: Beibu Gulf Port Co.Ltd(000582) Announcement No.: 2022023 bond Code: 127039 bond abbreviation: Beigang convertible bond
Beibu Gulf Port Co.Ltd(000582)
Announcement of resolutions of the 13th meeting of the ninth board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Beibu Gulf Port Co.Ltd(000582) (hereinafter referred to as “the company”) the 13th meeting of the ninth board of directors was held in conference room 908, Beibu Gulf shipping center, No. 12, Tiqiang Road, Liangqing District, Nanning at 09:00 on Monday, April 11, 2022. The notice of this meeting and relevant materials have been sent to all directors, supervisors and senior managers by e-mail on April 1, 2022. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting, including Chairman Li Yanqiang, vice chairman Huang Baoyuan, directors Chen Silu, Mo Nu and Zhu Jingrong, independent directors Qin Jianwen, Ling bin and ye Zhifeng, who voted on the spot, and director Hong Jun voted by communication. The meeting was presided over by Chairman Li Yanqiang, and the company’s supervisors and senior managers attended the meeting as nonvoting delegates. The convening of this meeting is legal and effective in accordance with laws and regulations, normative documents and the articles of association. The directors attending the meeting listened to the 2021 annual work safety report and 2021 annual environmental protection work report of the company.
The following proposals were considered and adopted at this meeting:
1、 The 2021 annual work report of the management was reviewed and adopted
Voting: 9 in favor, 0 against and 0 abstention.
2、 The work report of the board of directors in 2021 was reviewed and adopted
Voting: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
The work report of the board of directors in 2021 was published on cninfo.com on the same day. 3、 The full text and summary of the 2021 annual report were considered and adopted
Voting: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
The full text and abstract of the 2021 annual report were published on cninfo.com on the same day. 4、 The 2021 social responsibility report was reviewed and adopted
Voting: 9 in favor, 0 against and 0 abstention.
The 2021 social responsibility report was published on cninfo.com on the same day.
5、 The plan on profit distribution and conversion of capital reserve into share capital in 2021 was reviewed and approved
In accordance with the relevant provisions of the articles of association and in combination with the actual situation and development needs of the company, the company has formulated the profit distribution plan for 2021 as follows: Based on the total share capital on the date of equity registration when the company’s equity distribution is implemented in 2021 minus the total share capital after the company repurchases the shares held in the special account, the company will distribute a cash dividend of 1.84 yuan (including tax) to all shareholders for every 10 shares. In 2021, no bonus shares will be given and no capital reserve will be converted into share capital. From the disclosure of the plan to the equity registration date of the profit distribution plan, if the company’s share capital changes due to the conversion of convertible bonds into shares, share repurchase, equity incentive exercise, refinancing and listing of new shares, the company will adjust the total distribution according to the principle of “unchanged distribution proportion”.
Voting: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
The plan for profit distribution and conversion of capital reserve into share capital in 2021 and the independent opinions of the company’s independent directors on the plan were published on cninfo.com on the same day. 6、 The special report on the deposit and use of raised funds in 2021 was reviewed and approved
Voting: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
The special report on the deposit and use of raised funds in 2021 and the verification opinions issued by the sponsor Huatai United Securities Co., Ltd. on this report were published on cninfo.com on the same day.
7、 Reviewed and adopted the 2021 annual internal control self-evaluation report
Voting: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
The self-evaluation report on internal control in 2021, the independent opinions of independent directors on this report and the verification opinions of the sponsor Huatai United Securities Co., Ltd. on this report were published on cninfo.com on the same day.
8、 The proposal on financial final accounts in 2021 and financial budget report in 2022 was deliberated and adopted
Voting: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details of the proposal, please refer to the proposal materials for the 2021 annual general meeting of shareholders published on cninfo.com on the same day.
9、 The proposal on the 2021 annual salary assessment and payment plan for senior managers of the company was reviewed and approved
By referring to the current salary level of senior managers in the port industry with the same scale as the company, and combined with the average salary level of senior managers at the same level in the region and the actual situation of the company, the annual salary assessment and payment scheme of senior managers of the company in 2021 is determined.
Chen Silu, Mo Nu and Zhu Jingrong, the three directors associated with this matter, have avoided voting and were voted by six non associated directors (including three independent directors).
Voting: 6 in favor, 0 against, 0 abstention and 3 withdrawal.
The independent opinions of the independent directors on this motion were published on cninfo.com on the same day. 10、 The proposal on 2022 port throughput plan was reviewed and passed. According to the work deployment and actual business operation of the company, the board of directors agreed to the 2022 port throughput plan formulated by the company. In 2022, the company plans to complete the cargo throughput of 285 million tons, including 7 million standard containers.
Voting: 9 in favor, 0 against and 0 abstention.
11、 The proposal on the proposed renewal of accounting firm was deliberated and adopted
The board of directors of the company agreed to continue to employ Grant Thornton Certified Public Accountants (special general partnership) as the company’s financial statement audit and internal control audit agency in 2022. The total operating expenses in 2022 were RMB 1.25 million, including the annual financial statement audit expenses of RMB 950000 and the annual internal control report audit expenses of RMB 300000. The above two audit expenses were unchanged compared with that in 2021.
The independent directors expressed their prior approval opinions on the proposal, agreed to submit the proposal to the board of directors for deliberation, and expressed their independent opinions.
Voting: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
The announcement on the proposed renewal of the accounting firm and the prior approval opinions and independent opinions of the independent directors on this proposal were published on cninfo.com on the same day.
12、 The proposal on internal audit plan for 2022 was considered and adopted
The company has formulated the 2022 annual internal audit plan in accordance with the basic norms of enterprise internal control, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the internal audit system. The board of directors agreed to carry out economic responsibility audit, infrastructure follow-up audit, settlement audit Five categories of audit matters, including financial final accounts audit and follow-up audit.
Voting: 9 in favor, 0 against and 0 abstention.
13、 The proposal on adding debt financing plan in 2022 was deliberated and adopted
Whereas Guangxi Beibu Gulf International Port Group Co., Ltd. (hereinafter referred to as ” Beibu Gulf Port Co.Ltd(000582) group”), the controlling shareholder of the company, has transferred 51% of the equity of Fangchenggang Dongwan Port Oil Terminal Co., Ltd. to our company, the board of directors of the company agreed to increase the debt financing of Fangchenggang Dongwan Port Oil Terminal Co., Ltd. by 22 million yuan in 2022 for the company’s daily operating funds and repayment of due bank loans. After the addition, the company’s debt financing in 2022 increased from 1.35 billion yuan to 1.3522 billion yuan, an increase of 0.16%. It is expected that the financing scale in 2022 will increase by 10889077 million yuan.
Voting: 9 in favor, 0 against and 0 abstention.
14、 The proposal on the provision of government special bond funds and related party transactions by controlling shareholders was deliberated and adopted
Due to the large demand for construction funds of the company’s key engineering projects in 2022, in order to alleviate the capital pressure and reduce the financing cost, the board of directors of the company agreed to increase the declared amount of government special bond funds in 2022 for four special bond projects such as the reconstruction project of berths 7 and 8 in dalanping South operation area of dalanping port area of Qinzhou port, with a maximum of 1.2 billion yuan and a total of 1.6 billion yuan in 2022. The controlling shareholder Beibu Gulf Port Co.Ltd(000582) group submits to the people’s Government of Guangxi Zhuang Autonomous Region according to the special bond projects and bond funds declared by the company, and provides the company with special government bond funds in 2022 according to the special bond projects and bond funds actually approved. The actual interest rate and fee rate shall be subject to the approval of the Department of finance of Guangxi Zhuang Autonomous Region, and the service life shall not exceed 30 years. The company does not need to provide guarantee, mortgage Pledge or any other form of guarantee.
The related party involved in this proposal is Beibu Gulf Port Co.Ltd(000582) group. Two related directors, Li Yanqiang and Huang Baoyuan, have avoided voting and were voted by seven non related directors (including three independent directors).
The independent directors expressed their prior approval opinions on the proposal, agreed to submit the proposal to the board of directors for deliberation, and expressed their independent opinions.
Voting: 7 in favor, 0 against, 0 abstention and 2 withdrawal.
The announcement on the provision of government special bond funds and related party transactions by controlling shareholders, the prior approval opinions and independent opinions of independent directors on this proposal, and the verification opinions of the sponsor Huatai United Securities Co., Ltd. on this proposal were published on cninfo.com on the same day.
15、 The proposal on related party transactions involved in the signing of dredging project construction contract with Fangchenggang Zhonggang Construction Engineering Co., Ltd. was reviewed and approved
In view of some shallow spots in the harbor basin and berth water area of Guangxi Beibu Gulf Port Co.Ltd(000582) Qinzhou 300000 ton oil terminal, in order to maintain the wharf water area and achieve the goal of 300000 ton oil tanker berthing with full load, the wholly-owned subsidiary of the company, Guangxi Qinzhou Bonded Port Taigang Petrochemical Terminal Co., Ltd. (hereinafter referred to as “Qinzhou Taigang”) launched the public bidding for the construction of the project on February 15, 2022, After bid evaluation, Fangchenggang Zhonggang Construction Engineering Co., Ltd. (hereinafter referred to as “Zhonggang construction company”) is determined as the bid winner. The board of directors of the company agreed that Qinzhou Taigang and China port construction company should sign the construction contract for the dredging project of Guangxi Beibu Gulf Port Co.Ltd(000582) Qinzhou 300000 ton oil terminal, and China port construction company should be responsible for providing the engineering construction services of the project, involving a related party transaction amount of 495628 million yuan.
The related party involved in this proposal is Beibu Gulf Port Co.Ltd(000582) group. Two related directors, Li Yanqiang and Huang Baoyuan, have avoided voting and were voted by seven non related directors (including three independent directors).
The independent directors expressed their prior approval opinions on the proposal, agreed to submit the proposal to the board of directors for deliberation, and expressed their independent opinions.
Voting: 7 in favor, 0 against, 0 abstention and 2 withdrawal.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
The announcement on related party transactions involved in the signing of dredging project construction contract with Fangchenggang Zhonggang Construction Engineering Co., Ltd., the prior approval opinions and independent opinions of independent directors on this proposal, and the verification opinions of the sponsor Huatai United Securities Co., Ltd. on this proposal were published on cninfo.com on the same day.
16、 The proposal on adjusting the company’s business scope and amending the articles of association was deliberated and adopted
Since the company’s hazardous chemicals business license has expired on December 20, 2021, and the company has not actually operated the wholesale business of hazardous chemicals for a long time, it is unable to renew the license. The company plans to adjust the business scope of the company in accordance with the requirements of relevant laws and regulations, and modify the provisions on business scope in the articles of association.
At the same time, according to the requirements of the notice on matters related to the implementation of the functions and powers of the board of directors by central enterprises (Guo Zi Ting FA Gai [2021] No. 32) issued by the general office of the state owned assets supervision and Administration Commission of the State Council and the implementation plan for the implementation of the functions and powers of the board of directors of the company, six functions and powers of the board of directors shall be written into the articles of association, and the terms of functions and powers of the board of directors in the articles of association shall be revised.
The board of directors of the company agreed to amend the corresponding provisions of the articles of association and requested the general meeting of shareholders to authorize the chairman or his designated person to handle relevant industrial and commercial changes or filing and registration.
Voting: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details of the proposal, please refer to the proposal materials for the 2021 annual general meeting of shareholders published on cninfo.com on the same day.
17、 The proposal on Amending the rules of procedure of the board of directors was deliberated and adopted. According to the requirements of the notice on matters related to the implementation of the functions and powers of the board of directors by central enterprises (Guo Zi Ting FA Gai [2021] No. 32) issued by the general office of the state owned assets supervision and Administration Commission of the State Council and the implementation plan for the implementation of the functions and powers of the board of directors of the company, six functions and powers of the board of directors need to be written into the rules of procedure of the board of directors, The board of directors of the company agrees to amend the corresponding provisions in the rules of procedure of the board of directors.
Voting: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details of the proposal, please refer to the proposal materials for the 2021 annual general meeting of shareholders published on cninfo.com on the same day.
18、 The proposal on Amending the administrative measures for the use of raised funds was deliberated and adopted
In order to further improve the standardization, procedure and institutionalization of the use and management of the company’s raised funds, ensure the safety of funds and improve the level of corporate governance, the board of directors of the company hereby agrees to revise the management measures for the use of raised funds in combination with the actual situation of the company.
Voting: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details of the proposal, please refer to the proposal materials for the 2021 annual general meeting of shareholders published on cninfo.com on the same day.
19、 Deliberated and adopted
