Securities code: Tibet Summit Resources Co.Ltd(600338) securities abbreviation: Tibet Summit Resources Co.Ltd(600338) Announcement No.: 2022024 Tibet Summit Resources Co.Ltd(600338)
Announcement of resolutions of the 10th 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 of the board of directors
1. Tibet Summit Resources Co.Ltd(600338) the notice of the 10th meeting of the 8th board of directors was sent by e-mail on April 8, 2022, and the meeting was held by remote video connection on April 18, 2022. There were 7 directors in this meeting.
2. When voting on the proposal on the company’s expected daily related party transactions in 2022 and the proposal on related party transactions of borrowing from controlling shareholders, related directors Mr. Huang Jianrong and Mr. Zhang Jieyuan avoided. The convening and convening of the meeting comply with the relevant provisions of the company law and the articles of association, and the resolutions made are legal and effective.
3. The board of directors was presided over by Mr. Huang Jianrong, chairman of the board of directors, and the supervisors and senior executives of the company attended the meeting as nonvoting delegates. 2、 Deliberations of the board meeting
The meeting deliberated and adopted the following proposals by written open ballot:
（1） 2021 president’s work report of the company
The meeting agreed and approved the 2021 president’s work report of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
（2） Work report of the board of directors in 2020
The meeting agreed to submit the work report of the board of directors in 2021 to the 2021 annual general meeting of shareholders for deliberation.
The independent directors of the company have made the report on the work of the independent directors of the company in 2021 to the board of directors (the report on the work of the retired independent directors shall be reported by the incumbent independent directors) and will report on their work at the 2021 annual general meeting of shareholders.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, the company disclosed on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Report on the work of independent directors of the company in 2021.
（3） 2021 annual financial statement of the company
The meeting agreed to submit the 2021 annual financial statement of the company to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
（4） Annual report and summary of the company in 2021
The meeting agreed to disclose the company’s annual report and summary for 2021 prepared by the company. All directors, supervisors and senior managers of the company signed written confirmation opinions that:
1. The company operates in strict accordance with the financial system, and the 2021 annual report fairly reflects the company’s financial situation and operating results of the current year;
2. The annual audit report of Tibet Summit Resources Co.Ltd(600338) 2021 issued by the certified public accountants of Zhonghua Certified Public Accountants (special general partnership) is objective, fair and true;
3. We guarantee that the information disclosed in the 2021 annual report of the company is true, accurate and complete, promise that there are no false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and integrity of its contents.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the summary of 2021 annual report disclosed by the company in China Securities Journal, Shanghai Securities News, securities times and the website of Shanghai Stock Exchange (hereinafter referred to as “designated information disclosure media”) on the same day; See the website of Shanghai stock exchange for the full text of the 2021 annual report.
See the website of Shanghai stock exchange for the independent opinions reviewed and issued by the independent directors of the company on this proposal. （5） Self evaluation report on internal control of the company in 2021
The meeting agreed and approved the 2021 annual internal control self evaluation report of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the company’s 2021 internal control self-evaluation report disclosed on the website of Shanghai Stock Exchange on the same day, as well as the independent opinions reviewed and issued by the company’s independent directors on this proposal.
（6） 2021 annual profit distribution plan of the company
The audit of Zhonghua Certified Public Accountants (special general partnership) confirmed that in 2021, the parent company realized a net profit after tax of 13200094213 yuan, plus the undistributed profit of 63866737224 yuan at the beginning of the year, and the statutory surplus reserve was 1320009421 yuan. The profit available for distribution to shareholders at the end of the year was 75746822016 yuan. At the end of the year, the owner’s equity of the parent company was 218746448054 yuan, of which the capital reserve was 26867621589 yuan; The owner’s equity in the consolidated statements is 274204515979 yuan, of which the capital reserve is 2236448869 yuan.
In accordance with the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by China Securities Regulatory Commission, the guidelines for cash dividends of listed companies issued by Shanghai Stock Exchange, the articles of association and other relevant provisions, and in combination with the actual production and operation of the company, the board of Directors proposes that the company’s profit distribution plan for the year 2021 is: no cash dividends, no bonus shares, and no conversion of capital reserve into share capital; The remaining undistributed profits are reserved for distribution in subsequent years. The meeting agreed to submit the company’s profit distribution plan for 2021 to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
See the website of Shanghai stock exchange for the independent opinions reviewed and issued by the independent directors of the company on this proposal. （7） Proposal on the company’s 2021 annual allowance for directors and independent directors
The meeting agreed that the remuneration standard of the chairman and vice chairman of the company in 2021 is 4 million (before tax) and no more than 2 million (before tax); The annual allowance payment standard of the company’s directors in 2021 is: the directors who have left the seventh board of directors are paid according to the previous annual standard, that is, the directors who do not receive remuneration in the company are 30000 yuan (after tax); 100000 yuan (after tax) for independent directors; The payment standard of director’s allowance of the 8th board of directors is: 50000 yuan (before tax) for directors who do not receive remuneration in the company and 200000 yuan (before tax) for independent directors; And submit this proposal to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
（8） ESG work report of the company in 2021
The meeting agreed and approved the company’s 2021 ESG work report.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, see the company’s 2021 ESG work report (IX) and the proposal on the change of the company’s accounting policies disclosed on the website of Shanghai Stock Exchange on the same day
The meeting agreed to approve the change of the company’s accounting policies in accordance with the latest revised and effective accounting standards for Business Enterprises No. 21 – leasing and other relevant provisions of the Ministry of finance.
Voting results: 7 in favor, 0 against and 0 abstention
For details, please refer to the announcement on the change of accounting policies of the company (Announcement No.: 2022026) disclosed by the company in the designated information disclosure media on the same day. For the independent opinions reviewed and issued by the independent directors of the company on this proposal, please refer to the website of Shanghai Stock exchange.
（10） 2022 annual production and operation plan of the company
The meeting agreed to approve the 2022 annual production and operation plan of the company, and authorize the chairman (office meeting) of the company to adjust within ± 20% of the above plan according to the objective actual situation.
Voting results: 7 in favor, 0 against and 0 abstention.
（11） Capital expenditure plan of the company in 2022
The meeting agreed to approve the company’s 2022 capital expenditure plan and authorize the chairman (office meeting) of the company to adjust within ± 20% of the above plan according to the objective actual situation.
Voting results: 7 in favor, 0 against and 0 abstention.
（12） 2022 annual financing plan of the company
The meeting agreed to approve the company’s 2022 annual financing plan. The company and its subsidiaries intend to apply to banks and other financing institutions for loans with a new amount of no more than 2 billion yuan (or equivalent US dollars) in 2022, which shall be calculated from the date when the company signs a credit or loan contract with banks and other financing institutions.
The board of directors authorizes the chairman of the board of directors to select appropriate financial institutions and financing methods within the limit of the financing plan in 2022, decide the financing matters such as bank loans, letters of credit, bank acceptance bills and other debt financing instruments according to the financing conditions, and handle the mortgage (pledge) of the equity and assets of the corresponding subsidiaries. This authorization will be effective in 2022. The disclosure of any form of information (including the internal guarantee system and procedures of the subsidiary) is also required.
Voting results: 7 in favor, 0 against and 0 abstention.
（13） 2022 annual financial budget report of the company
The meeting agreed to submit the 2022 annual financial budget report of the company to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
（14） Proposal on the company’s expected daily related party transactions in 2022
The meeting agreed to approve the company’s estimated daily related party transactions in 2022. The estimated daily related party transactions in 2022 are 62.75 million yuan.
Related directors Mr. Huang Jianrong and Mr. Zhang Jieyuan avoided voting on this proposal, and the other five non related Directors voted.
Voting results: 5 in favor, 0 against and 0 abstention.
For details, please refer to the announcement on the expected daily related party transactions in 2022 (Announcement No.: 2022027) disclosed by the company in the designated information disclosure media on the same day. For the prior approval opinions and independent opinions reviewed and issued by the independent directors of the company on this proposal, please refer to the website of Shanghai Stock Exchange.
（15） Proposal on related party transactions of borrowing from controlling shareholders
It was agreed at the meeting that the company conducted loan related party transactions with the controlling shareholder Xinjiang Tacheng International Resources Co., Ltd. and Shanghai Haicheng resources (Group) Co., Ltd., which is directly controlled by the actual controller. The total amount of the loan this year is no more than 300 million yuan, and the loan period is from the time when the proposal is considered and approved by the company’s 2021 annual general meeting to the day before the 2022 annual general meeting, The annual interest rate of the loan is 20% higher than the loan interest rate of the people’s Bank of China in the same period, and the company can use it on a rolling basis within this limit and period; The proposal will be submitted to the 2021 annual general meeting of shareholders for deliberation.
Related directors Mr. Huang Jianrong and Mr. Zhang Jieyuan avoided voting on this proposal, and the other five non related Directors voted.
Voting results: 5 in favor, 0 against and 0 abstention.
For details, please refer to the announcement on related party transactions of borrowing from controlling shareholders (Announcement No.: 2022028) disclosed by the company on the same day in the designated information disclosure media. For the prior approval opinions and independent opinions reviewed and issued by the independent directors of the company on this proposal, please refer to the website of Shanghai Stock Exchange.
（16） Proposal on the remuneration standard of senior managers of the company in 2022
In order to keep the salary level of the company’s management competitive in the same industry, maintain an effective internal incentive mechanism, encourage the management to overcome difficulties, forge ahead, and lead the realization of the company’s tasks and objectives; At the same time, with a competitive salary level, absorb, motivate and retain high-quality talents, enrich and improve the talent structure, and support the continuous improvement of the company’s business performance and competitiveness, so as to achieve the leapfrog development goal of the company’s “three-year goal and five-year plan”. The remuneration standard scheme of the company’s senior managers in 2022 is as follows: (unit: 10000 yuan)
Sequence position salary scale annual salary (before tax) base salary: performance salary base performance
No. salary
Ⅰ 300 150 150
Ⅱ 270 135 135
1 president III 240 5:5 120120
Ⅳ 210 105 105
Ⅴ 180 90 90
Ⅰ 260 130 130
Senior Deputy Ⅱ 220110
2 President Ⅲ 180 5:5 90
Ⅳ 160 80
