Securities code: Western Metal Materials Co.Ltd(002149) securities abbreviation: Western Metal Materials Co.Ltd(002149) Announcement No.: 2022010
Western Metal Materials Co.Ltd(002149)
Announcement on the resolutions of the 16th meeting of the seventh 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.
Western Metal Materials Co.Ltd(002149) (hereinafter referred to as "the company") the notice of the 16th meeting of the seventh board of directors was sent to all directors of the company by e-mail on March 31, 2022. The meeting was held at 9:00 a.m. on April 12, 2022 in conference room 328 of the company. There were 12 directors who should attend and 12 directors who actually attended. The meeting was presided over by Chairman Ju Jianhui and attended by the company's supervisors and senior managers. The meeting was held in accordance with the provisions of the company law and the articles of association. After full discussion and voting by the directors present, the following proposals were adopted:
1、 Deliberated and adopted the work report of the board of directors in 2021.
See www.cninfo.com for the full text of the work report of the board of directors in 2021 info. com. cn.。 Wang Weixiong, Guo Bin, Yang naiding and Yang Lirong, the independent directors of the company, submitted the 2021 annual report to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. See www.cninfo.com for details info. com. cn.。
Voting results: 12 in favor, 0 against and 0 abstention.
The proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
2、 The 2021 general manager's work report was reviewed and adopted.
Voting results: 12 in favor, 0 against and 0 abstention.
3、 Deliberated and adopted the 2021 annual report and its summary.
The full text of the company's 2021 annual report is published on www.cninfo.com info. com. cn.， The summary of the company's 2021 annual report (2022012) is published in the securities times, China Securities Journal and www.cn.cn info. com. cn.。
Voting results: 12 in favor, 0 against and 0 abstention.
The proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
4、 Deliberated and adopted the financial final accounts report of 2021.
Increase or decrease of the project from 2021 to 2020 over the previous year
Total operating revenue (yuan) 239457007687202934403981 18.00%
133051503117940807748 67.55% net profit attributable to shareholders of listed company (yuan)
Net cash flow from operating activities -444700201 -26730753413 98.34% (yuan)
Increase or decrease of the project from 2021 to 2020 over the previous year
Total assets (yuan): 576475558773558933878449 3.14%
262945028656258195451493 1.84% owner's equity attributable to shareholders of listed companies (yuan)
The detailed financial statements are published on www.cninfo.com info. com. cn. 2021 annual audit report of the company.
Voting results: 12 in favor, 0 against and 0 abstention
The proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
5、 The profit distribution plan for 2021 was reviewed and approved.
The scheme of profit distribution and conversion of capital reserve into share capital in 2021 is as follows:
Based on the total share capital of 488214274 shares of the company, a cash dividend of 1.0 yuan (including tax) is distributed to all shareholders for every 10 shares, with a total cash dividend of 488214274 yuan (including tax). The capital reserve will not be converted into share capital or dividend shares in this distribution.
Independent directors have expressed their independent opinions on the proposal. See www.cninfo.com for details info. com. cn.。
The board of Directors believes that the profit distribution plan complies with the provisions of the articles of association and the commitments made in the shareholder return plan for the next three years (20212023).
Before the 2021 annual general meeting of shareholders of the company, if the minority shareholders and investors of the company have suggestions or questions about the above profit distribution proposal, please send the feedback information to the company's email Western Metal Materials Co.Ltd(002149) @c -wmm. com.。
Voting results: 12 in favor, 0 against and 0 abstention.
The proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
6、 Deliberated and adopted the self-evaluation report on internal control in 2021.
Sigma Certified Public Accountants (special general partnership) issued the internal control assurance report (xihuiqi Zi (2022) No. 0132). The independent directors expressed their independent opinions on the proposal, and the recommendation institution issued verification opinions on the proposal. See http://www.cninfo.com for details info. com. cn.。
Voting results: 12 in favor, 0 against and 0 abstention.
For details, please refer to the special report on the annual deposit and use of raised funds of the company (2022013), which is published in the securities times, China Securities News and www.cn info. com. cn.。 The recommendation institution issued verification opinions on the proposal, and the audit institution issued an assurance report (xikuaishan Zi (2022) No. 2145). For details, see www.cninfo.com info. com. cn.。
Voting results: 12 in favor, 0 against and 0 abstention.
8、 The 2021 annual assessment plan was reviewed and approved.
Voting results: 12 in favor, 0 against and 0 abstention.
9、 The proposal on capital increase and share expansion of Xi'an Younaite Container Manufacturing Co., Ltd., a holding subsidiary, and the company's waiver of preemptive right were deliberated and adopted.
The announcement on the capital increase and share expansion of Xi'an Younaite Container Manufacturing Co., Ltd., the holding subsidiary, and the company's waiver of preemptive rights and related party transactions (2022017) is published on www.cninfo.com info. com. cn.。
The proposal involves related party transactions, and related directors Ju Jianhui, Cheng Zhitang, Zhang Pingxiang, Yan Xuebai and Du Minghuan avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention.
10、 The proposal on the estimated amount of daily connected transactions in 2022 was considered and adopted.
For details, please refer to the announcement on the estimated amount of daily connected transactions in 2022 (2022014), which is published in the securities times, China Securities Journal and www.cn info. com. cn.。
Because the proposal involves the related party transaction between the company and the controlling shareholder Northwest Nonferrous Metals Research Institute, the related directors Ju Jianhui, Cheng Zhitang, Zhang Pingxiang, Yan Xuebai and Du Minghuan avoided the vote.
The independent directors expressed their independent opinions on the proposal, and the recommendation institution issued verification opinions on the proposal. See www.cninfo.com for details info. com. cn.。
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
11、 The proposal on Authorizing the chairman of the board to sign financing contracts with financial institutions and asset mortgage financing contracts was deliberated and adopted.
According to the company's 2022 annual capital demand, based on the company's 2022 annual capital demand, the proposed Bank Of China Limited(601988) xi'an branch China Citic Bank Corporation Limited(601998) Xi'an Branch, China Minsheng Banking Corp.Ltd(600016) Xi'an Branch, Hua Xia Bank Co.Limited(600015) Xi'an Branch, China Merchants Bank Co.Ltd(600036) Xi'an Branch, Bank Of Xi'An Co.Ltd(600928) , China Zheshang Bank Co.Ltd(601916) Xi'an Branch, China Everbright Bank Company Limited Co.Ltd(601818) . Xi'an Branch, Chang'an bank, Bank Of Chengdu Co.Ltd(601838) Xi'an Branch, Bank Of Chongqing Co.Ltd(601963) Xi'an Branch, Industrial Bank Co.Ltd(601166) Xi'an Branch, Ping An Bank Co.Ltd(000001) Xi'an Branch Bank Of Beijing Co.Ltd(601169) Xi'an branch and other 21 commercial banks applied for a total amount of RMB and foreign currency financing of no more than RMB 2.1 billion.
The board of directors requests the general meeting of shareholders to authorize the chairman of the board of directors to decide the bank financing with an accumulated amount of no more than 2.1 billion yuan and provide mortgage guarantee for the above financing with the assets of the company and its subsidiaries, and sign the financing contract, mortgage contract and relevant documents within the scope of the above authority from the date when the proposal is considered and approved by the 2021 annual general meeting of shareholders to the date of the 2022 annual general meeting of shareholders.
Voting results: 12 in favor, 0 against and 0 abstention.
The proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
12、 The proposal on providing guarantee for holding subsidiaries was deliberated and adopted.
For details, please refer to the announcement on providing guarantee for holding subsidiaries (2022015), which is published in the securities times, China Securities Journal and www.cn info. com. cn.。 Independent directors have expressed their independent opinions on the proposal. See www.cninfo.com for details info. com. cn.。
Voting results: 12 in favor, 0 against and 0 abstention.
The proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
13、 Deliberated and adopted the financial budget report for 2022.
Voting results: 12 in favor, 0 against and 0 abstention.
The proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
14、 The proposal on renewing the appointment of audit institutions in 2022 was deliberated and adopted.
The announcement on renewing the appointment of audit institutions in 2022 (022 - 01 6) is published in the securities times, China Securities Journal and www.cn info. com. cn.。 It is agreed to continue to employ Sigmar Certified Public Accountants (special general partnership) as the company's audit institution in 2022, with a term of one year and an audit fee of RMB 1065000. The independent directors have expressed their independent opinions on the proposal. See www.cninfo.com for details info. com. cn.。
Voting results: 12 in favor, 0 against and 0 abstention.
The proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
15、 The 2022 investor relations management work plan was reviewed and adopted.
See http://www.cninfo.com.cn for details of the 2022 investor relations management work plan info. com. cn.。
Voting results: 12 in favor, 0 against and 0 abstention.
16、 The proposal on appointing the head of the Audit Department of the company was deliberated and adopted.
Nominated by the nomination committee of the board of directors, the board of directors agreed to appoint Mr. Tang Hao as the head of the Audit Department of the company (resume attached)
Voting results: 12 in favor, 0 against and 0 abstention.
17、 The proposal on proposing to convene the 2021 annual general meeting of shareholders was deliberated and adopted.
The board of directors decided to hold the 2021 annual general meeting of shareholders of the company at 14:30 p.m. on May 18, 2022 in the 328 conference room of the company. For the notice on convening the 2021 annual general meeting of shareholders (2022018), please refer to the securities times, China Securities Journal and www.cn info. com. cn.。
Voting results: 12 in favor, 0 against and 0 abstention.
It is hereby announced.
Western Metal Materials Co.Ltd(002149)
Board of directors
April 14, 2022
enclosure:
Tang Hao, male, Han nationality, born in November 1974, Chinese nationality, bachelor degree, major in business administration. From July 1996 to March 2002, he served as the accountant and section chief of the Finance Department of Northwest Nonferrous Metals Research Institute; from March 2002 to January 2004, he served as the deputy director of Western Metal Materials Co.Ltd(002149) administrative personnel department and audit department; from January 2004 to March 2010, he served as the director of Western Metal Materials Co.Ltd(002149) human resources department; from March 2010 to April 2022, he served as the deputy general manager, financial director and Secretary of the board of directors of Xi'an noble rare and precious metal materials Co., Ltd.
