Securities code: Shanghai Zhenhua Heavy Industries Co.Ltd(600320) 900947 securities abbreviation: Shanghai Zhenhua Heavy Industries Co.Ltd(600320) Zhenhua B share No.: lin2022004 Shanghai Shanghai Zhenhua Heavy Industries Co.Ltd(600320) (Group) Co., Ltd
Announcement of resolutions of the 9th meeting of the 8th 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 9th meeting of the 8th board of directors of Shanghai Shanghai Zhenhua Heavy Industries Co.Ltd(600320) (Group) Co., Ltd. (hereinafter referred to as “the company”) was held in the form of online meeting on April 13, 2022. There were 9 directors and 9 actual directors. The convening and procedures of the meeting comply with the company law, the articles of association and other relevant provisions. The directors attending the meeting unanimously deliberated and adopted the following proposals:
1、 Proposal on reviewing the work report of the board of directors in 2021
2、 Proposal on reviewing the 2021 annual report of independent directors of the company
3、 Proposal on reviewing the full text and summary of the company’s 2021 Annual Report
4、 Proposal on deliberation of the company’s 2021 annual financial statement report
5、 Proposal on reviewing the 2021 profit distribution plan of the company
The annual profit distribution plan of the company in 2021 is: Based on the total share capital registered on the date of equity distribution, the company will distribute cash dividends of RMB 0.5 (including tax) to all shareholders for every 10 shares according to the undistributed profits as of December 31, 2021. Based on the total share capital of 5268353501 shares as of December 31, 2021, the cash dividend is expected to be RMB 26341767505. The company will not give bonus shares this year and will not convert capital reserve into share capital.
For details, see the announcement of annual profit distribution plan for 2021 (No.: p.2022006) disclosed by the company on the designated information disclosure media on the same day.
6、 Proposal on reviewing the remuneration of directors and senior managers of the company in 2021
According to the work objectives and annual performance appraisal of 2021, the total annual remuneration of the directors of the company who receive remuneration in the company is determined to be RMB 6.0549 million, and the total annual remuneration of the senior managers (excluding the senior managers who concurrently serve as directors) who receive remuneration in the company is determined to be RMB 7.8268 million.
7、 Proposal on employing domestic audit accounting firms in 2022
Agree to request the general meeting of shareholders to reappoint Ernst & Young Huaming Certified Public Accountants (special general partnership) as the domestic audit institution of the company in 2022, and the annual audit fee in 2022 shall not exceed 4.8 million yuan. If the market changes, the management is authorized to make corresponding adjustments.
For details, please refer to the announcement on reappointment of accounting firms in 2022 (No.: p.2022007) disclosed by the company on the designated information disclosure media on the same day.
8、 Proposal on applying to financial institutions for comprehensive credit line in 2022
In order to meet the development and needs of the company’s production and operation activities, the company will adjust and renew the credit line in 2022. The total credit line is about RMB 148378 billion, including RMB 141.65 billion, US $1.01 billion and euro 45 million (see the table below for details). The period is one year, which is used for various bank guarantees, letters of credit, working capital loans All credit lines of various banking businesses such as the opening and discount of commercial acceptance bills and bank acceptance bills are credit guarantees.
Credit lines of financial institutions in 2022
Serial number bank name currency: RMB currency: US dollar currency: Euro unit: 100 million yuan unit: 100 million yuan unit: 100 million yuan
1 Bank Of China Limited(601988) 229
2 Industrial And Commercial Bank Of China Limited(601398) 128
3 Export Import Bank of China 125
4 China Agricultural Bank Of China Limited(601288) 109
5 Bank Of Shanghai Co.Ltd(601229) 100
6 Industrial Bank Co.Ltd(601166) 100
7 China Development Bank 75
8 China Construction Bank Corporation(601939) 70
9 Bank Of Communications Co.Ltd(601328) 70
10 Ping An Bank Co.Ltd(000001) 70
11 Shanghai Pudong Development Bank Co.Ltd(600000) 45
12 China Minsheng Banking Corp.Ltd(600016) 40
13 Bank Of Ningbo Co.Ltd(002142) 40
Serial number bank name currency: RMB currency: US dollar currency: Euro unit: 100 million yuan unit: 100 million yuan unit: 100 million yuan
14 Postal Savings Bank Of China Co.Ltd(601658) 30
15 Hua Xia Bank Co.Limited(600015) 30
16 Shanghai Rural Commercial Bank 20
17 Bohai bank 20
18 Bank Of Hangzhou Co.Ltd(600926) 20
19 CCCC finance company 20
20 China Everbright Bank Company Limited Co.Ltd(601818) 18
21 China Merchants Bank Co.Ltd(600036) 3
22 China Zheshang Bank Co.Ltd(601916) 15
23 Bank of Dalian 10
24 Bank Of Jiangsu Co.Ltd(600919) 10
25 China Citic Bank Corporation Limited(601998) 9.5
26 Bank Of Beijing Co.Ltd(601169) 9
27 Ningbo Tongshang bank 4
28 UOB 3.5
29 Deutsche Bank 1
30 Mizuho bank 1
31 HSBC Bank (China) Co., Ltd. 0.9
32 foreign trade bank of France 0.7
33 Commerzbank of Germany 0.45
Total 1416.5 10.1 0.45
According to the business needs of the group, the management is authorized to split the credit line to wholly-owned or holding subsidiaries.
9、 The specific contents of the proposal on considering the signing of the framework agreement on daily related party transactions for 20222024 are detailed in the announcement on signing the framework agreement on daily related party transactions for 20222024 (No.: p.2022008) disclosed by the company on the designated information disclosure media on the same day.
This proposal involves related party transactions, and related directors have avoided voting.
10、 Proposal on deliberation of the company’s 2022 asset securitization issuance plan
The company plans to choose to issue asset securitization of no more than 2 billion yuan in 2022 according to business conditions, financial market conditions and other factors. Prior to the subsequent actual occurrence of relevant matters, the corresponding review procedures and disclosure obligations shall be performed according to the specific circumstances.
11、 Proposal on deliberation of the company’s 2022 perpetual bond issuance plan
The company plans to choose to issue no more than 1 billion yuan of perpetual bonds by the end of November 2022 according to the operating conditions, financial market conditions and other factors. Prior to the subsequent actual occurrence of relevant matters, the corresponding review procedures and disclosure obligations shall be performed according to the specific circumstances.
12、 Proposal on Amending the articles of Association
For details, see the announcement on Amending the articles of Association (No.: p.2022009) disclosed by the company on the designated information disclosure media on the same day.
13、 Proposal on reviewing the 2021 performance report of the audit committee
14、 Proposal on reviewing the 2021 annual internal control evaluation report of the company
15、 Proposal on deliberation of the company’s overall development plan for the 14th five year plan
16、 Proposal on reviewing the company’s decision-making plan authorized by the board of directors
17、 Proposal on Amending the company’s management system for raised funds
18、 Proposal on Amending the company’s fixed assets management measures
19、 Proposal on formulating the company’s organization management measures
20、 Proposal on reviewing the continuous risk assessment report of CCCC Finance Co., Ltd
Among the above proposals, proposals 1 to 5 and 6 on the remuneration of the company’s directors in 2021 and proposals 7 to 12 need to be submitted to the company’s 2021 annual general meeting for deliberation.
It is hereby announced.
Board of directors of Shanghai Shanghai Zhenhua Heavy Industries Co.Ltd(600320) (Group) Co., Ltd. April 14, 2022
