Securities code: Hangxiao Steel Structure Co.Ltd(600477) securities abbreviation: Hangxiao Steel Structure Co.Ltd(600477) No.: 2022018 Hangxiao Steel Structure Co.Ltd(600477)
Announcement of resolutions of the 41st meeting of the 7th 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 Hangxiao Steel Structure Co.Ltd(600477) (hereinafter referred to as "the company") the 41st meeting of the seventh board of directors was held by means of communication on April 19, 2022. There were 7 directors who should vote and 7 directors who actually voted at the meeting. The meeting was held in accordance with the company law of the people's Republic of China, the articles of association and other relevant provisions.
The relevant topics of the meeting are as follows:
1、 The full text and summary of the company's 2021 annual report were reviewed and adopted
See the website of Shanghai stock exchange for details: http://www.sse.com.cn.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
2、 The work report of the board of directors in 2021 was reviewed and adopted
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
3、 Reviewed and approved the 2021 president's work report of the company
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
4、 The company's 2021 annual financial statement report was reviewed and approved
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
5、 The 2021 profit distribution plan of the company was reviewed and approved
Based on the total share capital of 2369111152 shares of the company on April 19, 2022, it is proposed to distribute a cash dividend of 0.6 yuan (including tax) to all shareholders for every 10 shares, with a total cash dividend of 14214666912 yuan (including tax), no bonus shares and no capital reserve converted into share capital. After this dividend distribution, the remaining undistributed profits are carried forward to the next year.
The independent directors of the company have expressed their independent opinions on the above plan.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation. Details are disclosed in China Securities Journal, Shanghai Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN) on the same day Relevant announcements. 6、 Reviewed and approved the 2021 annual internal control evaluation report of the company
See the website of Shanghai stock exchange for details: http://www.sse.com.cn.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
7、 The proposal on employing Dahua Certified Public Accountants (special general partnership) as the company's financial audit institution in 2022 was reviewed and approved
In the process of providing audit services for the company in 2021, Dahua Certified Public Accountants (special general partnership) followed the independent, objective and impartial professional standards and successfully completed the annual audit task. It plans to continue to hire Dahua Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2022, and agrees to pay its audit fee of 1 million yuan in 2021.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation. Details are disclosed in China Securities Journal, Shanghai Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN) on the same day Relevant announcements. 8、 The proposal on employing Dahua Certified Public Accountants (special general partnership) as the company's internal control audit institution in 2022 was reviewed and approved
The company plans to continue to employ Dahua Certified Public Accountants (special general partnership) as the company's internal control audit institution in 2022, and agrees to pay its internal control audit fee of RMB Shanghai Pudong Development Bank Co.Ltd(600000) in 2021.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation. Details are disclosed in China Securities Journal, Shanghai Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN) on the same day Relevant announcements. 9、 The proposal on the change of the board of directors and the nomination of candidates for directors (excluding independent directors) was reviewed and adopted
Since the term of office of the seventh board of directors of the company is about to expire and a general election is required, in accordance with the relevant provisions of the company law and the articles of association and after the review of the nomination committee of the board of directors, we hereby nominate Mr. Shan yinmu, Mr. Zhang Yaohua, Mr. Lu Yongjun and Mr. Shan Jihua as candidates for directors (excluding independent directors) of the eighth board of directors. See the appendix for their resumes. The term of office of the directors shall be calculated from the date of adoption of the election at the 2021 annual general meeting of shareholders, and the term of office shall be three years. Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and voting by cumulative voting. 10、 The proposal on the change of the board of directors and the nomination of candidates for independent directors was deliberated and adopted
Since the term of office of the seventh board of directors of the company is about to expire and a general election is required, in accordance with the relevant provisions of the company law and the articles of association and reviewed by the nomination committee of the board of directors, Luo Jinming, Wang Hongwen and Zhou Yongliang are hereby nominated as candidates for independent directors of the eighth board of directors. See the appendix for their resumes. The term of office of the directors shall be calculated from the date of adoption of the election at the 2021 annual general meeting of shareholders, and the term of office shall be three years.
The above three candidates for independent directors have no relationship with the controlling shareholders of the company, shareholders holding more than 5% of the shares of the company, actual controllers and other directors, supervisors and senior managers; Not holding shares of the company; Have not been punished by the CSRC and other relevant departments or the stock exchange; Meet the requirements of the company law and other relevant laws and regulations.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and voting by cumulative voting. 11、 The proposal on the allowance for independent directors of the eighth board of directors of the company was deliberated and adopted
According to the relevant provisions of the rules for independent directors of listed companies issued by the CSRC, considering the allowance level of independent directors in the same industry and region, and in combination with the actual situation of the company, it is decided to pay an allowance of RMB 6700 per person per month before tax to the independent directors of the eighth board of directors of the company, and their personal income tax shall be withheld and paid by the company.
Board, lodging and transportation expenses incurred in attending the meeting of the board of directors of the company shall be borne by the company.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
12、 The proposal on Amending the articles of association was deliberated and adopted
The specific amendments are as follows:
Before and after revision
Article 8 the chairman is the legal representative of the company. Article 8 the president is the legal representative of the company.
Other contents of the articles of association remain unchanged except for the amendment of the above provisions.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
13、 The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted
Details are disclosed in China Securities Journal, Shanghai Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN) on the same day Notice on convening the 2021 annual general meeting of shareholders. The independent directors of the company will make a report on their work at the 2021 annual general meeting of shareholders.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
14、 The company's 2021 environmental, social and corporate governance report was reviewed and adopted. See the website of Shanghai stock exchange for details: http://www.sse.com.cn.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
It is hereby announced.
Hangxiao Steel Structure Co.Ltd(600477) board of directors
April 20, 2022 Annex: resume of director candidates
Shan yinmu: male, born in 1960, senior economist, founder of the company, has more than 20 years of experience in steel structure production, operation and management, and is now the chairman of the company.
Zhang Yaohua, male, born in 1970, graduated from Zhejiang University with an EMBA and a master's degree. He is currently the chairman of Dell (China) Co., Ltd. and Dell (Chengdu) Co., Ltd. and a director of the company. He once served as an independent director of the company.
Lu Yongjun: male, born in 1970, master. He once served as the manager of the Auto Parts Department of the labor service company of Hangzhou Qianjiang monosodium glutamate General Factory, the chief of the plumbing section of Hangzhou Jiangnan pipeline general company, and the manager of Xiaoshan Tongji Steel Structure Engineering Co., Ltd. he joined the company in 2000 and served as the director of Xinjiang office, deputy general manager and general manager of the company. He is currently the director and vice president of the company and the chairman of Jiangxi Hangxiao and Guangdong Hangxiao.
Shan Jihua: male, born in 1987, bachelor degree, successively served as assistant to Hangxiao Steel Structure Co.Ltd(600477) general manager and deputy general manager of Wanjun Real Estate Co., Ltd., and now serves as the president of the company.
Luo Jinming: male, born in 1968, Professor of accounting, certified public accountant. He once served as a teacher of economics of Nanchang nonferrous metals industrial school, deputy director of business management department of Jingdezhen Ceramic college, deputy director of Academic Affairs Office of Jingdezhen Ceramic college, vice president of School of Finance and accounting of Zhejiang industrial and Commercial University, and director of Audit Office of Zhejiang industrial and Commercial University. He is currently the Secretary of the Party committee of the school of accounting of Zhejiang University of technology and industry, Riyue Heavy Industry Co.Ltd(603218) , Zhejiang China Zhejiang China Commodities City Group Co.Ltd(600415) Group Co., Ltd., Wanyuan ecology Co., Ltd., Ningbo Qiancheng home furnishing Co., Ltd. and the independent director of the company.
Wang Hongwen: female, born in 1972, with a graduate degree, a member of the Communist Party of China and an economist. He was the executive vice president and Secretary General of Zhejiang Listed Companies Association. Currently, he is the managing director of PWC capital, Hang Zhou Iron & Steel Co.Ltd(600126) , China Kings Resources Group Co.Ltd(603505) , Minfeng Special Paper Co.Ltd(600235) , Zhejiang Double Arrow Rubber Co.Ltd(002381) and the independent director of the company. Zhou Yongliang: male, born in 1963, doctor of law. He once served as deputy director of Beijing Vision Consulting Center, President of Beijing Guofu Economic Research Institute and independent director of Shaanxi Construction Machinery Co.Ltd(600984) ( Shaanxi Construction Machinery Co.Ltd(600984) ). He is currently the chairman of Beijing Guofu Innovation Management Consulting Co., Ltd., Sanxiang Technology (831195), Wanlv Biology (830828) and the independent director of the company.
