Stock Code: Cofco Capital Holdings Co.Ltd(002423) stock abbreviation: Cofco Capital Holdings Co.Ltd(002423) Announcement No.: 2022003 Cofco Capital Holdings Co.Ltd(002423)
Announcement of resolutions of the 21st Meeting of the 4th 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.
Cofco Capital Holdings Co.Ltd(002423) (hereinafter referred to as "the company") the notice of the 21st Meeting of the 4th board of directors was sent in writing or email on April 2, 2022. According to the notice, the meeting will be held in Beijing on April 12, 2022 by combining on-site and online video. There should be 9 directors and 9 actually. The meeting was presided over by Mr. Sun Yanmin, chairman of the company, and the supervisors and other senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of the meeting shall comply with the relevant provisions of the company law and the articles of association. The following proposals were considered and adopted at this meeting:
1、 Work report of the general manager of the company in 2021
Voting on the proposal: 9 votes in favor; No negative vote; There were no abstentions.
2、 Work report of the board of directors in 2021
Voting on the proposal: 9 votes in favor; No negative vote; There were no abstentions.
See "VI. performance of duties by Directors during the reporting period" and "VII. Performance of duties by special committees under the board of directors during the reporting period" in "section IV corporate governance" of the full text of Cofco Capital Holdings Co.Ltd(002423) 2021 annual report published on cninfo.com on April 14, 2022.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
The independent directors of the company submitted an annual report to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. For details, please refer to the 2021 annual report of Cofco Capital Holdings Co.Ltd(002423) independent directors published on cninfo.com on April 14, 2022.
3、 Annual report of the company in 2021
Voting on the proposal: 9 votes in favor; No negative vote; There were no abstentions.
For details, please refer to the annual report of Cofco Capital Holdings Co.Ltd(002423) 2021 published on cninfo.com on April 14, 2022.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
4、 2021 annual financial statement of the company
Voting on the proposal: 9 votes in favor; No negative vote; There were no abstentions.
For details, please refer to the annual audit report of Cofco Capital Holdings Co.Ltd(002423) 2021 published on cninfo.com on April 14, 2022.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
5、 2021 annual profit distribution plan of the company
Voting on the proposal: 9 votes in favor; No negative vote; There were no abstentions.
Audited by ShineWing Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the parent company in the consolidated statements of the company in 2021 is 137232507782 yuan. The net profit of the parent company is 34493243662 yuan. After deducting the legal surplus reserve of 3449324366 yuan, the undistributed profit of the parent company at the end of the year is 59674386195 yuan.
The company's profit distribution plan for 2021 is: Based on the total share capital of 2304105575 shares on December 31, 2021, the company will distribute cash of 1.79 yuan (including tax) to all shareholders for every 10 shares, with a total cash dividend of 41243489793 yuan. The company will not give bonus shares for this profit distribution, and will not convert capital reserve into share capital. The remaining undistributed profits will be carried forward to 2022. If the total share capital of the company changes before the implementation of the profit distribution plan, the profit distribution will be based on the total share capital of the company on the equity registration date when the distribution plan is implemented in the future, and the distribution proportion will remain unchanged.
The board of directors of the company believes that the company's profit distribution plan for 2021 complies with the provisions of the notice on further implementing matters related to cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 - cash dividends of listed companies, the company's charter, the company's profit distribution policy and the shareholder return plan for the next three years (20192021) issued by China Securities Regulatory Commission, It fully considers the positive return to investors and matches the actual operation and future sustainable development of the company, which is legitimate and reasonable.
Independent directors have issued independent opinions on this matter.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
6、 Proposal on impairment test report of injected target assets in major asset restructuring
Voting on the proposal: 9 votes in favor; No negative vote; There were no abstentions.
See the special audit report on Cofco Capital Holdings Co.Ltd(002423) impairment test published by the company on cninfo.com on April 14, 2022 for details.
Independent directors have issued independent opinions on this matter.
7、 Self evaluation report on internal control of the company in 2021
Voting on the proposal: 9 votes in favor; No negative vote; There were no abstentions.
The board of Directors believes that the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise's internal control standard system and relevant regulations. According to the identification of major defects in the company's internal control over non-financial reports, the company found no major defects in the company's internal control over non-financial reports on the benchmark date of the internal control evaluation report. There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report.
For details, please refer to Cofco Capital Holdings Co.Ltd(002423) 2021 annual internal control self evaluation report published on cninfo.com on April 14, 2022.
Independent directors have issued independent opinions on this matter.
8、 Internal control audit report of the company in 2021
Voting on the proposal: 9 votes in favor; No negative vote; There were no abstentions.
For details, please refer to Cofco Capital Holdings Co.Ltd(002423) internal control audit report (December 31, 2021) published on cninfo.com on April 14, 2022.
9、 Self inspection form for the implementation of the company's internal control rules in 2021
Voting on the proposal: 9 votes in favor; No negative vote; There were no abstentions.
For details, please refer to the self inspection form for the implementation of Cofco Capital Holdings Co.Ltd(002423) 2021 annual internal control rules published by the company on cninfo.com on April 14, 2022.
10、 Voting on the proposal of the company's 2021 annual social responsibility report and environmental, social and Governance (ESG) report: 9 votes in favor; No negative vote; There were no abstentions.
For details, please refer to Cofco Capital Holdings Co.Ltd(002423) 2021 annual social responsibility report and environmental, social and Governance (ESG) report published on cninfo.com on April 14, 2022.
11、 Voting status of the proposal on holding the company's 2021 annual performance presentation meeting and soliciting questions from investors: 9 votes in favor; No negative vote; There were no abstentions.
For details, please refer to the announcement of Cofco Capital Holdings Co.Ltd(002423) on holding 2021 annual performance briefing and soliciting questions published by the company on cninfo.com on April 14, 2022.
12、 Shareholder return plan for the next three years (20222024)
Voting on the proposal: 9 votes in favor; No negative vote; There were no abstentions.
See the shareholder return plan for Cofco Capital Holdings Co.Ltd(002423) next three years (20222024) published by the company on cninfo.com on April 14, 2022 for details.
Independent directors have issued independent opinions on this matter.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
13、 2022 annual financial budget report of the company
Voting on the proposal: 9 votes in favor; No negative vote; There were no abstentions.
14、 Proposal on the company and its subsidiaries handling deposit and loan business in COFCO Finance Co., Ltd. in 2022
Voting on the proposal: 8 votes in favor; No negative vote; There were no abstentions.
For details, please refer to the announcement of Cofco Capital Holdings Co.Ltd(002423) on related party transactions of the company and its subsidiaries in handling deposit and loan business in COFCO Finance Co., Ltd. in 2022 published on cninfo.com on April 14, 2022.
This proposal is a related party transaction. According to relevant rules, Ms. Ren Xiaodong, a related director, has avoided voting, and the other Directors voted unanimously. The independent directors approved the related party transaction in advance and issued independent opinions. The audit committee of the board of directors considered and approved the matter in advance.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
15、 Risk assessment report of COFCO Finance Co., Ltd. (December 31, 2021)
Voting on the proposal: 9 votes in favor; No negative vote; There were no abstentions.
For details, please refer to the internal control audit report of COFCO Finance Co., Ltd. on December 31, 2021 published on cninfo.com on April 14, 2022.
16、 Proposal on the prediction of the company's daily connected transactions in 2022
Voting on the proposal: 8 votes in favor; No negative vote; There were no abstentions.
For details, please refer to the announcement on the forecast of daily connected transactions in Cofco Capital Holdings Co.Ltd(002423) 2022 published by the company on cninfo.com on April 14, 2022.
This proposal is a related party transaction. According to relevant rules, Ms. Ren Xiaodong, a related director, has avoided voting, and the other Directors voted unanimously. The independent directors approved the related party transaction in advance and issued independent opinions. The audit committee of the board of directors considered and approved the matter in advance.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
17、 Proposal on entrusted financial management of the company and its subsidiaries with their own funds
Voting on the proposal: 9 votes in favor; No negative vote; There were no abstentions.
For details, please refer to the announcement of Cofco Capital Holdings Co.Ltd(002423) on entrusted financial management of the company and its subsidiaries with their own funds published on cninfo.com on April 14, 2022.
Independent directors have issued independent opinions on this matter.
18、 Proposal on changes in accounting estimates
Voting on the proposal: 9 votes in favor; No negative vote; There were no abstentions.
For details, please refer to the announcement of Cofco Capital Holdings Co.Ltd(002423) on changes in accounting estimates published by the company on cninfo.com on April 14, 2022.
Independent directors have issued independent opinions on this matter.
19、 Proposal on formulating the authorization management system of the board of directors of the company
Voting on the proposal: 9 votes in favor; No negative vote; There were no abstentions.
For details, please refer to the authorization management system of Cofco Capital Holdings Co.Ltd(002423) board of directors published on cninfo.com on April 14, 2022.
20、 Proposal on the general election of the 5th board of directors of the company
Voting on the proposal: 9 votes in favor; No negative vote; There were no abstentions.
The term of office of the Fourth Board of directors of the company has expired, and in order to meet the latest equity structure and governance needs of the company, the board of directors of the company plans to conduct a general election. Now, Mr. Sun Yanmin, Ms. Ren Xiaodong, Mr. Wu Haojun, Mr. Yu Ning, Mr. Sun Changyu, Ms. Ge Changfeng, Mr. Zhang Xinmin, Mr. Qian Wei and Mr. Hu Xiaolei are nominated as candidates for directors of the Fifth Board of directors of the company (resume and information description are attached), The term of office is three years from the date of deliberation and approval by the general meeting of shareholders. Among them, Mr. Zhang Xinmin, Mr. Qian Wei and Mr. Hu Xiaolei are candidates for independent directors. The qualification and independence of independent directors shall be reported to Shenzhen stock exchange for examination. After this adjustment, the total number of directors who concurrently serve as senior managers and staff representatives in the board of directors of the company does not exceed half of the total number of directors of the company.
The independent directors of the company have issued independent opinions on the above nomination matters.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
21、 Proposal on remuneration of the 5th board of directors of the company
Voting on the proposal: 9 votes in favor; No negative vote; There were no abstentions.
Non independent director candidates Mr. Sun Yanmin, Mr. Wu Haojun and Mr. Yu Ning only receive their position salary in the company or holding subsidiaries; Non independent director candidates Ms. Ren Xiaodong, Mr. Sun Changyu and Ms. Ge Changfeng are not paid in the company; Mr. Zhang Xinmin, Mr. Qian Wei and Mr. Hu Xiaolei, candidates for independent directors, are proposed to have an annual allowance of 200000 yuan for independent directors.
The necessary expenses incurred by the above-mentioned personnel in attending the meeting of the board of directors and the general meeting of shareholders and exercising their functions and powers in accordance with the company law, the articles of association and other relevant provisions shall be borne by the company.
The independent directors of the company issued independent opinions on the above remuneration matters, which were deliberated and approved by the remuneration and assessment committee of the board of directors in advance.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
22、 Proposal on convening the 2021 annual general meeting of shareholders of the company
Voting on the proposal: 9 votes in favor; No negative vote; There were no abstentions.
For details, please refer to Cofco Capital Holdings Co.Ltd(002423) published on cninfo.com on April 14, 2022
