Securities code: Bank Of Shanghai Co.Ltd(601229) securities abbreviation: Bank Of Shanghai Co.Ltd(601229) Announcement No.: pro 2022015 preferred stock code: 360029 preferred stock abbreviation: Shanghai Yinyou 1 convertible bond Code: 113042 convertible bond abbreviation: Shanghai Yinyou convertible bond Bank Of Shanghai Co.Ltd(601229)
Announcement of resolutions of the 13th meeting of the 6th board of directors
Bank Of Shanghai Co.Ltd(601229) (hereinafter referred to as "the company") the board of directors and all directors 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 13th meeting of the 6th board of directors of the company was held by video access on April 21, 2022, and the meeting notice was sent by e-mail on April 11, 2022. Among the 18 directors who should attend the meeting, 16 actually attended the meeting. Non executive director Zhuang zhe entrusted non-executive director Ye Jun, and independent director Xiao Wei entrusted independent director Yang Dehong to attend and vote on his behalf. The meeting was held in accordance with the company law of the people's Republic of China, the Bank Of Shanghai Co.Ltd(601229) articles of association and the rules of procedure of Bank Of Shanghai Co.Ltd(601229) board of directors.
The meeting was presided over by chairman Jin Yu. After deliberation, the following proposals were adopted:
1、 Work report of the board of directors in 2021
Voting: 18 in favor, 0 against and 0 abstention.
The meeting agreed to submit this report to the general meeting of shareholders for deliberation.
2、 Proposal on 2021 annual report and summary
Voting: 18 in favor, 0 against and 0 abstention.
For details, please refer to Bank Of Shanghai Co.Ltd(601229) 2021 annual report and Bank Of Shanghai Co.Ltd(601229) 2021 annual report summary disclosed by the company in Shanghai Stock Exchange.
3、 Proposal on 2021 Social Responsibility Report
Voting: 18 in favor, 0 against and 0 abstention.
For details, see Bank Of Shanghai Co.Ltd(601229) 2021 annual social responsibility report disclosed by the company in Shanghai Stock Exchange.
4、 Proposal on financial final accounts of 2021 and financial budget of 2022
Voting: 18 in favor, 0 against and 0 abstention.
The meeting agreed to submit the proposal to the general meeting of shareholders for deliberation.
5、 Proposal on 2021 profit distribution plan
Independent directors Li Zhengqiang, Yang Dehong, sun Zheng, Xiao Wei, Xue Yunkui and Gong Fangxiong expressed independent opinions on the profit distribution plan and unanimously agreed to this proposal.
Voting: 18 in favor, 0 against and 0 abstention.
The meeting agreed to submit the proposal to the general meeting of shareholders for deliberation. For details, please refer to the announcement of Bank Of Shanghai Co.Ltd(601229) 2021 annual profit distribution plan disclosed by the company in Shanghai Stock Exchange.
6、 Proposal on hiring external audit institutions in 2022
Independent directors Li Zhengqiang, Yang Dehong, sun Zheng, Xiao Wei, Xue Yunkui and Gong Fangxiong expressed independent opinions on the employment of external audit institutions in 2022 and unanimously agreed to this proposal.
Voting: 18 in favor, 0 against and 0 abstention.
The meeting agreed to submit the proposal to the general meeting of shareholders for deliberation. For details, please refer to the announcement of Bank Of Shanghai Co.Ltd(601229) on re employment of accounting firm disclosed by the company in Shanghai Stock Exchange.
7、 Evaluation report on the performance of directors in 2021
Voting: 18 in favor, 0 against and 0 abstention.
8、 Proposal on capital adequacy ratio report in 2021
Voting: 18 in favor, 0 against and 0 abstention.
For details, please refer to Bank Of Shanghai Co.Ltd(601229) 2021 annual capital adequacy report disclosed by the company in Shanghai Stock Exchange.
9、 Proposal on special report on deposit and actual use of raised funds in 2021
Voting: 18 in favor, 0 against and 0 abstention.
For details, see the special report on the deposit and actual use of raised funds in Bank Of Shanghai Co.Ltd(601229) 2021 disclosed by the company in Shanghai Stock Exchange.
10、 Proposal on internal control evaluation report in 2021
Independent directors Li Zhengqiang, Yang Dehong, sun Zheng, Xiao Wei, Xue Yunkui and Gong Fangxiong expressed independent opinions on the 2021 internal control evaluation report and unanimously agreed to this proposal.
Voting: 18 in favor, 0 against and 0 abstention.
For details, please refer to the internal control evaluation report of Bank Of Shanghai Co.Ltd(601229) 2021 disclosed by the company in Shanghai Stock Exchange.
11、 Proposal on the report on the development of green finance in 2021
Voting: 18 in favor, 0 against and 0 abstention.
12、 Proposal on formulating regulations on green finance management
Voting: 18 in favor, 0 against and 0 abstention.
13、 Proposal on Amending the liquidity risk emergency management measures
Voting: 18 in favor, 0 against and 0 abstention.
14、 Proposal on Amending the rules on the management of shares held by directors, supervisors and senior managers and their changes
Voting: 18 in favor, 0 against and 0 abstention.
For details, please refer to the management rules on the shares held by Bank Of Shanghai Co.Ltd(601229) directors, supervisors and senior managers of the bank and their changes disclosed by the company in Shanghai Stock Exchange.
15、 Proposal on the formulation of management measures for directors' remuneration
Independent directors Li Zhengqiang, Yang Dehong, sun Zheng, Xiao Wei, Xue Yunkui and Gong Fangxiong expressed independent opinions on the management measures of directors' remuneration and unanimously agreed to this proposal.
Voting: 18 in favor, 0 against and 0 abstention.
16、 Proposal on change of directors
Independent directors Li Zhengqiang, Yang Dehong, sun Zheng, Xiao Wei, Xue Yunkui and Gong Fangxiong expressed independent opinions on the change of directors and unanimously agreed to this proposal.
Voting: 18 in favor, 0 against and 0 abstention.
The meeting agreed that Mr. Dong Yu would be the candidate for independent director of the sixth board of directors of the company and submit it to the general meeting of shareholders for election. (see attachment for resume)
17、 Proposal on related party transactions with enterprises related to China Cssc Holdings Limited(600150) group
(I) related party transactions with China Cssc Holdings Limited(600150) Group Materials Co., Ltd
Independent directors Li Zhengqiang, Yang Dehong, sun Zheng, Xiao Wei, Xue Yunkui and Gong Fangxiong expressed independent opinions on related party transactions and unanimously agreed to this proposal.
Voting: 17 in favor, 0 against and 0 abstention.
The meeting agreed to grant China Cssc Holdings Limited(600150) Group Materials Co., Ltd. a common model asset pool credit line of no more than 7 billion yuan (including 3 billion yuan of standby line) and an exposure line of no more than 2 billion yuan (including 1 billion yuan of standby line). The line can be used for working capital revolving loan (including hourly loan) and bank acceptance bill. The validity of the line is 1 year, and the guarantee method is asset pool asset pledge China Cssc Holdings Limited(600150) Group Materials Co., Ltd. is registered in Beijing with a registered capital of 500 million yuan. The nature of the enterprise is a limited company. The legal representative is Wu Jiping. It is controlled by the same parent company as the main shareholder of the company, China Shipbuilding International Trade Co., Ltd. and belongs to the related Party of the company's banking and insurance regulatory rules. This transaction is the routine business of the company, follows the general business rules, and the transaction pricing and transaction conditions are not superior to other similar non related party businesses.
(II) related party transactions with China Shipbuilding Finance Co., Ltd
Independent directors Li Zhengqiang, Yang Dehong, sun Zheng, Xiao Wei, Xue Yunkui and Gong Fangxiong expressed independent opinions on related party transactions and unanimously agreed to this proposal.
Voting: 17 in favor, 0 against and 0 abstention.
The meeting agreed to grant the inter-bank credit line of CSSC Finance Co., Ltd. no more than RMB 2 billion, which is mainly used for inter-bank lending, bill pledge, issuing bank commitment on behalf of others, bill discount, Bill rediscount, Bill buyout and repurchase line and foreign exchange trading line. The validity period of the line is 1 year, and the guarantee method is credit. China Shipbuilding Finance Co., Ltd. is registered in Shanghai with a registered capital of 3 billion yuan. Its legal representative, Xu she, is controlled by the same parent company as the company's main shareholder, China Shipbuilding International Trade Co., Ltd. and belongs to the related party of the company's banking and insurance regulatory rules. This transaction is the routine business of the company, follows the general business rules, and the transaction pricing and transaction conditions are not superior to other similar non related party businesses.
(III) related party transactions with Zhangjiagang run'an Steel Trading Co., Ltd
Independent directors Li Zhengqiang, Yang Dehong, sun Zheng, Xiao Wei, Xue Yunkui and Gong Fangxiong expressed independent opinions on related party transactions and unanimously agreed to this proposal.
Voting: 17 in favor, 0 against and 0 abstention.
The meeting agreed to grant Zhangjiagang run'an iron and Steel Trading Co., Ltd. a credit line of 200 million yuan, which is used for asset pool financing line business. The validity period of the line is 1 year, and the guarantee method is asset pool asset pledge. Zhangjiagang run'an iron and Steel Trading Co., Ltd. is registered in Suzhou with a registered capital of 10 million yuan. Its legal representative is Gong Yan. It is controlled by the same parent company as the main shareholder of the company, China Shipbuilding International Trading Co., Ltd. and belongs to the related party of the company's banking and insurance regulatory rules. This transaction is the routine business of the company, follows the general business rules, and the transaction pricing and transaction conditions are not superior to other similar non related party businesses.
(IV) related party transactions with Zhangjiagang jiusha Steel Trading Co., Ltd
Independent directors Li Zhengqiang, Yang Dehong, sun Zheng, Xiao Wei, Xue Yunkui and Gong Fangxiong expressed independent opinions on related party transactions and unanimously agreed to this proposal.
Voting: 17 in favor, 0 against and 0 abstention.
The meeting agreed to grant Zhangjiagang jiusha iron and Steel Trading Co., Ltd. a credit line of 300 million yuan, which is used for asset pool financing line business. The validity of the line is 1 year, and the guarantee method is asset pool asset pledge. Zhangjiagang jiusha iron and Steel Trading Co., Ltd. is registered in Suzhou with a registered capital of 10 million yuan. Its legal representative is Gong Yan. It is controlled by the same parent company as the main shareholder of the company, China Shipbuilding International Trading Co., Ltd. and belongs to the related party of the company's Bank Insurance regulatory rules. This transaction is the routine business of the company, follows the general business rules, and the transaction pricing and transaction conditions are not superior to other similar non related party businesses.
Director avoiding voting on this proposal: Tao Hongjun
18、 Proposal on related party transactions with China International Finance Corporation and related enterprises
(I) related party transactions with China International Capital Corporation Limited(601995)
Independent directors Li Zhengqiang, Yang Dehong, sun Zheng, Xiao Wei, Xue Yunkui and Gong Fangxiong expressed independent opinions on related party transactions and unanimously agreed to this proposal.
Voting: 17 in favor, 0 against and 0 abstention.
The meeting agreed to grant China International Capital Corporation Limited(601995) credit line of no more than RMB 12.95 billion and credit term of no more than 2 years, which is mainly used for inter-bank borrowing, inter-bank investment, bond lending, bond underwriting, bond holding, bond investment, financial derivatives and other businesses China International Capital Corporation Limited(601995) is registered in Beijing, with a registered capital of 4.827 billion yuan. The nature of the enterprise is a limited company, and the legal representative is Shen rujun. It is controlled by the same parent company as the main shareholder of the company, China Construction Bank Investment Co., Ltd., and belongs to the related party of the company's banking and insurance regulatory rules. This transaction is the routine business of the company, follows the general business rules, and the transaction pricing and transaction conditions are not superior to other similar non related party businesses.
(II) related party transactions with CICC wealth Securities Co., Ltd
Independent directors Li Zhengqiang, Yang Dehong, sun Zheng, Xiao Wei, Xue Yunkui and Gong Fangxiong expressed independent opinions on related party transactions and unanimously agreed to this proposal.
Voting: 17 in favor, 0 against and 0 abstention.
The meeting agreed to grant CICC wealth Securities Co., Ltd. a credit line of no more than RMB 5.819 billion and a credit term of no more than two years, which is mainly used for interbank lending, interbank investment, bond investment and other businesses. CICC wealth Securities Co., Ltd. is registered in Shenzhen with a registered capital of 8 billion yuan. The nature of the enterprise is a limited company. Gao Tao, the legal representative, is controlled by the same parent company as the main shareholder of the company, China Construction Bank Investment Co., Ltd. and belongs to the related party of the company's bank insurance regulatory rules. This transaction is the routine business of the company, follows the general business rules, and the transaction pricing and transaction conditions are not superior to other similar non related party businesses.
(III) related party transactions with CICC Hong Kong Finance 2016 MTN Co., Ltd
Independent directors Li Zhengqiang, Yang Dehong, sun Zheng, Xiao Wei, Xue Yunkui and Gong Fangxiong expressed independent opinions on related party transactions and unanimously agreed to this proposal.
Voting: 17 in favor, 0 against and 0 abstention.
The meeting agreed to grant CICC Hong Kong Finance 2016 MTN Co., Ltd. a credit line of no more than US $100 million and a credit term of no more than 2 years for bond investment transactions. The guarantee method is to provide guarantee for China International Finance (Hong Kong) Co., Ltd. China International Capital Corporation Limited(601995) and provide maintenance support. CICC Hong Kong Finance 2016 MTN Co., Ltd., registered in Kingston chambers, PO Box 173, Road Town, Tortola, British Virgin Islands, with a registered capital of US $50000, is an SPV company registered by China International Finance (Hong Kong) Co., Ltd. for overseas issuance of US dollar bonds. It is controlled by the same parent company as China Construction Bank Investment Co., Ltd., the main shareholder of the company, and belongs to the related party of corporate banking and insurance supervision rules. This transaction is the routine business of the company, follows the general business rules, and the transaction pricing and transaction conditions are not superior to other similar non related party businesses.
Director avoiding voting on this proposal: Zhuang Zhe
19、 Proposal on related party transactions with Santander bank and related enterprises
Independent directors Li Zhengqiang, Yang Dehong, sun Zheng, Xiao Wei, Xue Yunkui and Gong Fangxiong issued a statement of prior approval of the proposal and unanimously agreed to the proposal.
Voting: 17 in favor, 0 against and 0 abstention.
Director avoiding voting on this proposal: Kong Xuhong.
