Stock abbreviation: Shanying International Holdings Co.Ltd(600567) Stock Code: Shanying International Holdings Co.Ltd(600567) Announcement No.: pro 2022025
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 15th 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.
1、 Meetings held
Shanying International Holdings Co.Ltd(600567) (hereinafter referred to as “the company” or “the company”) the notice of the 15th meeting of the 8th board of directors was sent to all directors 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 on-site voting on April 15, 2022. The company has 6 directors who should vote and 6 directors who actually vote. The chairman of the company, Mr. Wu Mingwu, presided over the meeting. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance 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) reviewed and approved the 2021 president’s work report
Voting results: 6 in favor, 0 against and 0 abstention.
(II) deliberated and adopted the work report of the board of directors in 2021
Voting results: 6 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) the report on the work of independent directors in 2021 was reviewed and adopted
Voting results: 6 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 report on the work of independent directors in 2021 was published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 16, 2022.
(IV) deliberated and adopted the 2021 annual performance report of the audit committee of the board of directors
Voting results: 6 in favor, 0 against and 0 abstention.
The specific contents of the 2020 performance report of the audit committee of the board of directors were published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 16, 2022.
(V) reviewed and approved the financial statement report of 2021 and the business plan of 2022
In 2021, the company achieved an operating revenue of 33.033 billion yuan, an increase of 32.29% over the same period last year; The net profit attributable to the shareholders of the parent company was 1.516 billion yuan, an increase of 9.74% over the same period of last year; The weighted return on net assets was 9.03%, an increase of 0.14 percentage points over the same period of last year; The net operating cash flow was 1.969 billion yuan, an increase of 68.24% over the same period last year.
Voting results: 6 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 profit distribution plan for 2021 was reviewed and approved
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.
Voting results: 6 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 independent opinions of the independent directors on this matter were published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 16, 2022. 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).
(VII) the annual report and summary of 2021 was reviewed and adopted
Voting results: 6 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.
(VIII) reviewed and approved the 2022 annual remuneration plan for directors of the company
The annual allowance of the company’s independent directors in 2022 is 150000 yuan (before tax), and the relevant expenses for participating in the company’s board of directors, special committees of the board of directors and general meetings of shareholders shall be borne by the company.
The remuneration of non independent directors of the company shall be determined according to their respective work scope, completion of main responsibilities, post performance evaluation, etc., and no allowance shall be calculated and paid separately.
Voting results: 6 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 independent opinions of the independent directors on this matter were published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 16, 2022.
(IX) the remuneration plan for senior managers of the company in 2022 was reviewed and approved
The remuneration of the company’s senior managers in 2022 consists of fixed monthly salary and annual performance appraisal bonus, of which the fixed monthly salary is paid according to the following standards: 135000 yuan for the president, 100000 yuan for the executive vice president, 83500 yuan for the vice president and 83500 yuan for the Secretary of the board of directors. The annual performance appraisal bonus of senior managers shall be withdrawn according to 0.6% of the annual net profit “owned by the parent company” in the audited consolidated financial statements of the company, and the board of directors shall authorize the president to formulate a specific distribution plan according to the work performance of their respective posts.
Among them, part-time personnel shall be implemented according to the salary system stipulated by the company.
Voting results: 6 in favor, 0 against and 0 abstention.
The independent opinions of the independent directors on this matter were published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 16, 2022.
(x) the special report on the deposit and actual use of raised funds in 2021 was reviewed and adopted. The voting results: 6 in favor, 0 against and 0 abstention.
The independent opinions of the independent directors on this matter were published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 16, 2022. Special report on the deposit and actual use of raised funds in 2021
The specific contents of are published on the website of Shanghai Stock Exchange on April 16, 2022 (www.sse. Com. CN.). （11） The 2021 annual sustainable development report was considered and adopted
Voting results: 6 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.
（12） The 2021 internal control evaluation report was reviewed and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
The independent opinions of the independent directors on this matter were published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 16, 2022. 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.
（13） The proposal on daily connected transactions expected 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.
The board of Directors believes that the above transactions have played a positive role in meeting the needs of the company’s daily production and operation and ensuring the stable development of the company’s production and operation. The pricing of related party transactions is based on the market price and follows the principles of openness, fairness and impartiality. There is no damage to the interests of the company and its shareholders and will not affect the independence of the company. Voting results: 5 in favor, 0 against and 0 abstention. Mr. Wu Mingwu, chairman and President, avoided voting as a related director.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The prior approval and independent opinions of the audit committee of the board of directors and independent directors on the matter were published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 16, 2022. 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).
（14） The proposal on applying for comprehensive credit line from financial institutions in 2022 was reviewed and approved. According to the maturity of comprehensive credit line of financial institutions of the company, combined with the development planning and Strategy Department in 2022
In 2022, it is proposed to apply to cooperative financial institutions for a comprehensive credit line equivalent to no more than RMB 443009 million. The comprehensive credit line 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.
Voting results: 6 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.
（15） 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 estimated scope of the above guarantee amount includes stock guarantee, new guarantee and extension or renewal of stock guarantee. The actual total amount of guarantee shall be subject to the amount agreed in the specific guarantee contract. 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 shall be valid from the date of deliberation and approval of the 2021 annual general meeting of the company to the date of holding the corresponding general meeting of the next year.
Voting results: 6 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 independent opinions of the independent directors on this matter were published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 16, 2022. 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).
（16） 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 the loan
