Securities code: Jointo Energy Investment Co.Ltd.Hebei(000600) securities abbreviation: Jointo Energy Investment Co.Ltd.Hebei(000600) Announcement No.: 202213 securities code: 149516 securities abbreviation: 21 Jianneng 01
Securities code: 149743 securities abbreviation: 21 Jianneng 02
Jointo Energy Investment Co.Ltd.Hebei(000600)
Announcement on the resolution of the sixth meeting of the ninth board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Jointo Energy Investment Co.Ltd.Hebei(000600) the board of directors sent the notice of convening the sixth meeting of the ninth board of directors to all directors by delivery and e-mail on April 8, 2022. The meeting was held in the company’s conference room on April 20, 2022 in the form of on-site meeting and communication voting. At present, the board of directors of the company has 9 directors and 9 directors attended the meeting in person, including Mr. Qin Gang, Mr. Xu Guilin and Mr. Li Lianping, and independent directors Mr. an Lianlian, Mr. Zeng Ming and Ms. Zhao Lihong attended the meeting and voted by means of communication.
The notice, convening and voting procedures of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
After deliberation and voting at the meeting (Mr. Qin Gang, Mr. Xu Guilin and Mr. Li Lianping, Mr. an Lianlian, Mr. Zeng Ming and Ms. Zhao Lihong, independent directors, communication voting, and other directors’ on-site show of hands), the following resolutions are adopted:
(I) the 2021 general manager’s work report was adopted by 9 votes in favor, 0 against and 0 abstention.
(II) the report on financial final accounts for 2021 and budget targets for 2022 was adopted by 9 votes in favor, 0 against and 0 abstention.
The 2021 annual financial statement report shall be submitted to the general meeting of shareholders for deliberation. The report is published on cninfo.com, the company’s designated information disclosure website（ http://www.cn.info.com.cn. ）。
(III) the profit distribution plan for 2021 was adopted by 9 votes in favor, 0 against and 0 abstention.
The audit of Lianda certified public accountants confirmed that the company’s undistributed profit at the beginning of the period (unless otherwise specified, it refers to the parent company, the same below) was 391350626469 yuan, and the dividend of 2020 was 30457648392 yuan. The net profit realized in 2021 is -5831871519 yuan. According to the company law and the articles of association, the company will not withdraw the legal surplus reserve in 2021, and the others will increase by 141518559 yuan. The profit available for distribution to shareholders at the end of the period is 355202625117 yuan.
In view of the fact that the company’s parent company and consolidated statements did not achieve profits in 2021, and taking into account the capital needs of the company’s normal operation and investment in transformation and development projects, as well as the increase of the company’s asset liability ratio in 2021, the company plans not to distribute cash dividends, bonus shares or convert capital reserve into share capital in 2021. The remaining undistributed profit of the company is 355202625117 yuan, which is carried forward to be distributed in subsequent years.
The independent directors of the ninth board of directors of the company have expressed independent opinions on the profit distribution plan of 2021, which needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) the report on continuous risk assessment of Hebei Construction Investment Group Finance Co., Ltd. (2021) was adopted by 6 votes in favor, 0 against and 0 abstention.
Related directors Mr. Qin Gang, Mr. Xu Guilin and Mr. Li Lianping avoided the vote on the proposal. The proposal was submitted to this meeting for deliberation after being approved in advance by the independent directors of the ninth board of directors of the company, and the independent directors expressed independent opinions on the matter. The full text of the report is published on cninfo.com, the company’s designated information disclosure website（ http://www.cn.info.com.cn. ）。
(V) the 2021 internal control evaluation report was adopted by 9 votes in favor, 0 against and 0 abstention.
The independent directors of the ninth board of directors of the company expressed independent opinions on the report. The full text of the report is published on cninfo.com, the company’s designated information disclosure website（ http://www.cn.info.com.cn. ）。 (VI) the 2021 annual report and its summary were adopted by 9 votes in favor, 0 against and 0 abstention.
The company’s 2021 annual report is published on cninfo.com, the company’s designated information disclosure website（ http://www.cn.info.com.cn. ）, the summary of 2021 annual report was published in China Securities Journal, securities times and cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）。 The 2021 annual report of the company shall be submitted to the general meeting of shareholders for deliberation.
(VII) the 2021 work report of the board of directors was adopted by 9 votes in favor, 0 against and 0 abstention.
The full text of the work report of the board of directors in 2021 is published on cninfo.com, the company’s designated information disclosure website（ http://www.cn.info.com.cn. ）。 The report shall be submitted to the general meeting of shareholders for deliberation.
(VIII) the 2022 business plan was adopted by 9 votes in favor, 0 against and 0 abstention.
The proposal on connected transactions of the year was passed with 2020 votes (i.e. 2020 votes) and the result of abstention was expected to be 5 votes (i.e. 2020 votes).
Related directors Mr. Qin Gang, Mr. Xu Guilin, Mr. Li Lianping and Mr. Wang Jianfeng avoided the vote on the proposal. The proposal was submitted to this meeting for deliberation after being approved in advance by the independent directors of the ninth board of directors of the company, and the independent directors expressed independent opinions on the matter.
The proposal shall be submitted to the general meeting of shareholders for deliberation. For details, please refer to China Securities Journal, securities times and cninfo.com on the same day as this announcement（ http://www.cn.info.com.cn. ）The 2022 forecast announcement of daily connected transactions disclosed.
(x) the proposal on re signing the financial service agreement with Hebei Construction Investment Group Finance Co., Ltd. was adopted by 6 votes in favor, 0 against and 0 abstention.
Related directors Mr. Qin Gang, Mr. Xu Guilin and Mr. Li Lianping avoided the vote on the proposal.
The proposal was submitted to this meeting for deliberation after being approved in advance by the independent directors of the ninth board of directors of the company, and the independent directors expressed independent opinions on the matter.
The matter shall be submitted to the general meeting of shareholders for deliberation. For details, please refer to China Securities Journal, securities times and cninfo.com on the same day as this announcement（ http://www.cn.info.com.cn. ）Announcement on re signing financial service agreement with Hebei Construction Investment Group Finance Co., Ltd. and expected financial business in 2022.
（11） The shareholder return plan for the next three years (20212023) was adopted by 9 votes in favor, 0 against and 0 abstention.
The independent board of directors submitted the proposal to the ninth session of the independent board of directors for deliberation.
（12） The proposal on requesting the general meeting of shareholders to renew the appointment of an accounting firm was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
The board of directors will request the general meeting of shareholders of the company to continue to employ Lianda Certified Public Accountants (special general partnership) to undertake the audit of the company’s accounting statements and internal control in 2022, and the annual remuneration is proposed to be RMB 1.8 million.
The proposal was submitted to this meeting for deliberation after being approved in advance by the independent directors of the ninth board of directors of the company, and the independent directors expressed independent opinions on the matter.
The matter shall be submitted to the general meeting of shareholders for deliberation. For details, please refer to China Securities Journal, securities times and cninfo.com on the same day as this announcement（ http://www.cn.info.com.cn. ）The announcement on the proposed renewal of the accounting firm disclosed. （13） With 9 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on the pledge guarantee of Shouyang thermal power, a holding subsidiary, for the company’s loans with the power charge right was adopted. The proposal was submitted to this meeting for deliberation after being approved in advance by the independent directors of the ninth board of directors of the company, and the independent directors expressed independent opinions on the matter.
The matter shall be submitted to the general meeting of shareholders for deliberation. For details, please refer to China Securities Journal, securities times and cninfo.com, the company’s designated information disclosure media, on the same day as this announcement（ http://www.cn.info.com.cn. ）The announcement on the pledge guarantee provided by Shouyang thermal power, a holding subsidiary, for the company’s loans with the right to charge electricity charges.
（14） The proposal on convening the 2021 annual general meeting of shareholders was adopted by 9 affirmative votes, 0 negative votes and 0 abstention votes.
The board of directors decided to hold the 2021 annual general meeting of shareholders of the company on May 11, 2022 by combining on-site meeting and online voting.
3、 Documents for future reference
Jointo Energy Investment Co.Ltd.Hebei(000600) the resolution of the sixth meeting of the ninth board of directors Jointo Energy Investment Co.Ltd.Hebei(000600)
Board of directors
April 20, 2022
