Stock abbreviation: Shanying International Holdings Co.Ltd(600567) Stock Code: Shanying International Holdings Co.Ltd(600567) Announcement No.: pro 2022026
Bond abbreviation: Shanying convertible bond bond Code: 110047
Bond abbreviation: ying19 convertible bond Code: 110063
Shanying International Holdings Co.Ltd(600567)
Announcement of resolutions of the 11th meeting of the 8th board of supervisors
The board of supervisors and all supervisors 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 held
Shanying International Holdings Co.Ltd(600567) (hereinafter referred to as "the company" or "the company") the notice of the 11th meeting of the 8th board of supervisors was sent to all supervisors by telephone and e-mail on April 4, 2022. The meeting was held in the conference room of the company by means of communication and voting on the morning of April 15, 2022. The company has 3 supervisors who should participate in voting and 3 supervisors who actually participate in voting. Mr. Zhan Zhengfeng, chairman of the board of supervisors of the company, presided over the meeting. This meeting complies with the relevant provisions of the company law of the people's Republic of China and the articles of association.
2、 Deliberations of the meeting
After deliberation and voting, the following resolutions were adopted at this meeting:
(I) deliberated and adopted the work report of the board of supervisors in 2021
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) reviewed and approved the financial statement report of 2021 and the business plan of 2022
After examination, the board of supervisors believes that there are no major omissions and false records in the accounting, and the company's financial situation, operating results and cash flow are in good condition.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) reviewed and approved the profit distribution plan for 2021
Audited by ShineWing Certified Public Accountants (special general partnership), the net profit attributable to the owners of the parent company in 2021 was 151567055723 yuan, and the profit available for distribution to all shareholders at the end of 2021 was 256145606882 yuan. The company plans to distribute a cash dividend of 1.1 yuan (including tax) to all shareholders for every 10 shares based on the total share capital on the date of equity distribution and equity registration minus the balance of shares repurchased by the company. As of March 31, 2022, the total share capital of the company is 4616175806 shares, deducting 206026573 shares in the company's repurchase account. Based on this calculation, the expected cash dividend is 48511641563 yuan (including tax). In 2021, the company implemented share repurchase by means of centralized bidding transaction and paid cash consideration of 20 Zhongyan Technology Co.Ltd(003001) 919 yuan. The total amount of cash dividends in the above two ways was 68514643482 yuan, accounting for 45.20% of the company's net profit attributable to the owner of the parent company in that year.
After review, the board of supervisors believes that the decision-making procedure and form of profit distribution of the company's profit distribution plan in 2021 comply with the requirements of the articles of association, the company's profit distribution management system and the shareholder return plan for the next three years (20212023). At the same time, this profit distribution plan fully considers the company's profitability, cash flow status, capital demand and other factors, does not damage the interests of minority shareholders, is in line with the company's operating status, and is conducive to the sustainable, stable and healthy development of the company. In conclusion, it is agreed to submit the profit distribution plan for 2021 to the general meeting of shareholders for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The specific contents of the announcement of profit distribution plan for 2021 were published in Shanghai Securities News, China Securities News, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN) on April 16, 2022 (Announcement No.: pro 2022027).
(IV) the annual report and summary for 2021 was reviewed and adopted
After review, the board of supervisors believes that the procedures for the preparation and review of the company's 2021 annual report by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The specific contents of the 2021 annual report and the 2021 annual report summary were published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 16, 2022.
(V) reviewed and approved the 2022 annual remuneration plan for supervisors of the company
In 2022, the company's supervisors will determine their remuneration according to their respective work scope, completion of main responsibilities, post performance evaluation, etc., without additional allowance.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) the special report on the deposit and actual use of raised funds in 2021 was reviewed and approved. After review, the board of supervisors held that the deposit, use and information disclosure of the company's raised funds have been implemented in accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and the company's raised funds management system, and there is no failure to be timely, true, accurate Fully disclose the storage and actual use of the raised funds, and there are no violations of the management of the raised funds.
Voting results: 3 in favor, 0 against and 0 abstention.
The specific contents of the special report on the deposit and actual use of raised funds in 2021 were published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 16, 2022.
(VII) reviewed and adopted the 2021 annual sustainable development report
Voting results: 3 in favor, 0 against and 0 abstention.
The specific contents of the 2021 annual sustainable development report were published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 16, 2022.
(VIII) reviewed and adopted the 2021 internal control evaluation report
After review, the board of supervisors believes that the company has met the normative requirements of Listed Companies in terms of internal control, and there are no major defects and important defects related to internal control over financial reporting and internal control over non-financial reporting during the reporting period.
Voting results: 3 in favor, 0 against and 0 abstention.
The specific contents of the 2021 internal control evaluation report were published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 16, 2022.
(IX) the proposal on daily connected transactions in 2022 was deliberated and adopted
The actual amount of daily related party transactions of the company in 2021 totaled RMB 50337800. Based on the actual situation of daily related party transactions in 2021 and the prediction of the company's business development in 2022, it is estimated that the total amount of daily related party transactions of the company in 2022 will be RMB 16681505 million, and the amount of daily related party transactions from January to March 2023 will be RMB 3022354 million.
After review, the board of supervisors believes that the affiliated companies have normal financial operation, good financial condition and good performance ability. The affiliated transactions can enable the company to make rational use of the high-quality resources of the affiliated parties, which is conducive to the continuous and stable operation of the company's daily business. The pricing is based on the market price and follows the principles of openness, fairness and impartiality. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The specific contents of the announcement on the expected daily connected transactions in 2022 were published in Shanghai Securities News, China Securities News, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN) on April 16, 2022 (Announcement No.: pro 2022028).
(x) the proposal on applying for comprehensive credit line from financial institutions in 2022 was deliberated and adopted
According to the maturity of comprehensive credit granted by the company's financial institutions, in combination with the development plan and strategic deployment in 2022, it is proposed to apply to cooperative financial institutions for a comprehensive credit line equivalent to no more than RMB 443009 million in 2022, which will be used for current loans, bank acceptances, foreign trade financing, new project loan lines, etc.
The total amount of the company's application for comprehensive credit line is not subject to the actual use of the company's internal financing line, and the actual amount of the company's application for comprehensive credit line is not subject to the actual use of the company's internal financing line.
In order to speed up the business process, the general meeting of shareholders is requested to authorize the chairman of the company to approve the relevant matters of loans within the credit line, and authorize the company's financial center to handle the loan matters.
After review, the board of supervisors believes that the company's application for comprehensive credit line (current loan, bank acceptance bill, China foreign trade financing, new project loan line, etc.) from financial institutions in due time according to the actual production and operation needs is the normal demand of the company's business activities.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（11） The proposal on 2022 annual guarantee plan was deliberated and adopted
In order to ensure the continuous and steady development of the company's production and operation and meet the business needs of the company and its subsidiaries within the scope of consolidated statements, combined with the implementation of guarantee in 2021, the company expects that the guarantee amount in 2022 will not exceed RMB 358009 million. Among them, the amount of guarantee provided by the company for subsidiaries within the scope of consolidated statements with asset liability ratio of more than 70% shall not exceed RMB 8455.9 million.
The actual total amount of guarantee depends on the signing of specific guarantee contracts. Within the expected guarantee limit, it can be adjusted internally according to the operation of the company and subsidiaries within the scope of consolidated statements, but the guarantee limit of subsidiaries with asset liability ratio of less than 70% shall not be adjusted for the guarantee of subsidiaries with asset liability ratio of more than 70%. The guarantee contents include but are not limited to loans, letters of credit, bank acceptance bills, trade financing, letter of guarantee guarantee, performance guarantee of purchase contract and other guarantee methods. The guarantee scope includes the company's guarantee for subsidiaries within the scope of consolidated statements and the guarantee between subsidiaries within the scope of consolidated statements.
The above guarantee amount includes equivalent foreign currency. The general meeting of shareholders is requested to authorize the chairman to sign the guarantee agreement and other legal documents within the above limit, and authorize the company's financial center to handle the guarantee agreement. The guarantee is valid from the date of deliberation and approval of the company's annual general meeting in 2021 to the date of the corresponding general meeting of shareholders in the next year.
After review, the board of supervisors believes that the company's provision of joint and several liability guarantee for subsidiaries within the scope of consolidated statements is the normal demand of the company's business activities. Agree to the above external guarantee matters and submit them to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The specific contents of the announcement on the 2022 annual guarantee plan were published in Shanghai Securities News, China Securities News, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN) on April 16, 2022 (Announcement No.: pro 2022029).
（12） The proposal on asset mortgage provided by the company and its holding subsidiaries was deliberated and adopted
Due to the needs of production and operation, when the company and its holding subsidiaries apply for loans or credit lines from financial institutions for fixed asset project loans, working capital loans, trade financing, etc., according to the loan agreement or relevant requirements of the bank, the company's land, real estate, equipment and other tangible assets shall be used as collateral for the loans or credit lines. According to the proposal on applying for comprehensive credit line from financial institutions in 2022, the company and its holding subsidiaries intend to provide asset collateral with a total book value of no more than RMB 20073806 million to relevant financial institutions from the date of deliberation and approval of the company's 2021 annual general meeting to the date of the corresponding general meeting of shareholders in the next year, and the specific banks that provide loans or credit lines and asset collateral The business type, currency, amount, term and other business elements shall be subject to the relevant contract text signed by both parties at that time.
In order to accelerate the business process, the chairman of the authorized company is requested to approve matters related to asset mortgage within the above limit, and the financial center of the company is authorized to go through relevant procedures.
After review, the board of supervisors believes that the company and its holding subsidiaries apply for loans or credit lines from the bank by providing asset mortgage, which is the normal demand of the company's business activities.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（13） The proposal on the company and its holding subsidiaries to carry out financial derivatives investment business was reviewed and approved. After review, the board of supervisors believed that the company and its holding subsidiaries to carry out financial derivatives investment business is conducive to avoiding and preventing exchange rate risks and reducing the impact of exchange rate fluctuations on the company's business performance. The financial derivatives investment business carried out by the company is closely related to the daily operation and management, the risk is controllable, complies with the relevant provisions of relevant laws and regulations, the review procedures are legal and compliant, and there is no situation that damages the interests of the company's shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company
