Securities code: Sinochem International Corporation(600500) securities abbreviation: Sinochem International Corporation(600500) No.: 2022017
Bond Code: 175781 bond abbreviation: 21 Sinochem G1
Bond Code: 188412 bond abbreviation: Sinochem gy01
Bond Code: 185229 bond abbreviation: 22 Sinochem G1
Sinochem International Corporation(600500) (holding) Co., Ltd
Announcement of resolutions of the 24th 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 24th Meeting of the 8th board of directors of Sinochem International Corporation(600500) (holding) Co., Ltd. (hereinafter referred to as "the company") was held on April 14, 2022 in the form of on-site meeting and video conference. Seven directors should be present at the meeting and six actually present (Director Liu Hongsheng authorizes director Cheng Xiaoxi to attend and vote on his behalf), and more than half of all directors present at the meeting. The meeting complies with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of directors. The meeting was presided over by Chairman Li Fanrong. After careful discussion, the meeting deliberated and adopted the following resolutions:
1. Agree to the 2021 annual report and summary of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
2. Agree to the 2021 annual operation report and final account report of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. Agree to the 2021 profit distribution plan of the company.
According to the relevant provisions of the CSRC on dividends of listed companies, the relevant provisions of the articles of association and the company's capital status, the company's profit distribution plan for this year is as follows:
Based on the total share capital of 2765166472 shares at the end of 2021, it is proposed to distribute a cash dividend of 0.80 yuan (including tax) for every 10 shares to all shareholders, with a total cash dividend of 22121331776 yuan. After the above distribution, the remaining undistributed profit of the company is 120532480040 yuan, which is accumulated and accumulated to the next year.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to Lin 2022019 " Sinochem International Corporation(600500) announcement on 2021 profit distribution plan" issued on the same day.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. Agree to the proposal on the estimated external guarantee amount of the company in 2022.
(1) I agree that the company will provide guarantee for subsidiaries and the maximum amount of mutual guarantee of subsidiaries shall not exceed RMB 7.9 billion. The guarantee matters need to be submitted to the 2021 annual general meeting for deliberation, and the applicable period is from the deliberation and approval of the 2021 annual general meeting to the re approval of the applied guarantee amount by the 2022 annual general meeting.
(2) Agree that the management of the company will implement relevant matters within the scope of the authorized amount, and authorize the general manager to sign relevant agreements and documents.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to Lin 2022020 " Sinochem International Corporation(600500) announcement on the estimated external guarantee limit of the company in 2022" issued on the same day.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. We agree to the proposal on the company's overseas issuance of medium and long-term bonds of US $300 million.
(1) I agree that the wholly-owned SPV Sinochem International Development PTE. Ltd. (hereinafter referred to as "Sid") of Sinochem International (Overseas) PTE. Ltd., an overseas wholly-owned subsidiary of Sinochem International Corporation(600500) subsidiary of Sinochem International Corporation(600500) , will choose an opportunity to issue medium - and long-term US $300 million bonds overseas to raise funds for repaying maturing debts and replenishing working capital;
(2) Agree that Sinochem International Corporation(600500) will provide joint and several liability guarantee for Sid's issuance of US dollar bonds and sign the guarantee agreement;
(3) I agree to authorize the management of the company to fully handle matters related to the issuance and guarantee, including hiring intermediaries as needed, reporting and filing procedures of relevant competent departments, signing guarantee agreements and legal documents related to the issuance, and handling the listing of bonds issued this time. This authorization is valid from the date of deliberation and approval by the general meeting of shareholders to the date of completion of the above authorized matters.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to Lin 2022021 " Sinochem International Corporation(600500) announcement on the proposed issuance of medium and long-term US $300 million bonds abroad" issued on the same day.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6. We agree to the proposal on the expected daily connected transactions of the company in 2022.
This proposal involves related party transactions, and related party directors Li Fanrong, Yang Lin, Liu Hongsheng and Cheng Xiaoxi avoided voting, which was adopted by more than half of non related party directors Yu Dahai, Xu Yongqian and Cheng Fengchao.
Voting results: 3 in favor, 0 against and 0 abstention.
For details, please refer to Lin 2022022 " Sinochem International Corporation(600500) announcement on the estimated daily connected transactions of the company in 2022" issued on the same day.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7. Agree to the proposal on the change of accounting policies of the company in 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to Lin 2022023 " Sinochem International Corporation(600500) announcement on changing relevant accounting policies" issued on the same day.
8. Agree to the proposal on the company's provision for goodwill impairment in 2021.
It is agreed to withdraw 351.5 million yuan of goodwill impairment provision for Tianjiao asset group. The provision for goodwill impairment this time complies with the accounting standards for Business Enterprises No. 8 - asset impairment and other relevant provisions. In accordance with the principle of prudence and the actual situation of the company's assets, the provision for goodwill impairment can fairly reflect the company's financial position and operating results as of December 31, 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to Lin 2022024 " Sinochem International Corporation(600500) announcement on the company's provision for goodwill impairment in 2021" issued on the same day.
9. Agree to the proposal on financial audit and internal control audit fees in 2021.
It is agreed that the total audit cost of the company in 2021 is 8.86 million yuan, including 6.86 million yuan for financial audit and 2 million yuan for internal control audit.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
10. Agree to the 2021 annual internal control evaluation report of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
For details of the internal control evaluation report of 6005 Zoje Resources Investment Co.Ltd(002021) , the company announced on the website of Shanghai Stock Exchange on the same day.
11. Agree to the proposal on Amending Some Provisions of the articles of association and rules of procedure of the board of directors of the company. Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to Lin 2022025 " Sinochem International Corporation(600500) announcement on Amending Some Provisions of the articles of association and the rules of procedure of the board of directors" issued on the same day.
12. Agree to the proposal on formulating the measures for the administration of authorization by the board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
13. Agree to the proposal on regulating the responsibilities and authorities of professional committees of Sinochem International Corporation(600500) board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
14. Agree to the 2021 annual sustainable development report of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
For details of 6005 Zoje Resources Investment Co.Ltd(002021) annual sustainable development report, the company announced on the website of Shanghai Stock Exchange on the same day.
15. Agree to the work report of the board of directors in 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
14. Agree to the proposal on convening the 2021 annual general meeting of shareholders of the company.
It is agreed to hold the 2021 annual general meeting of shareholders of the company at 14:30 p.m. on May 9, 2022 in the conference room on the 12th floor of Beijing Kaichen World Trade Center.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to Lin 2022026 " Sinochem International Corporation(600500) notice on convening the 2021 annual general meeting of shareholders" issued on the same day.
Yu Dahai, Xu Yongqian and Cheng Fengchao, the independent directors of the company, expressed their due diligence opinions and agreed to the relevant resolutions. It is hereby announced.
Board of directors of Sinochem International Corporation(600500) (holding) Co., Ltd. April 16, 2022
