Securities code: China National Complete Plant Import And Export Co.Ltd(000151) securities abbreviation: China National Complete Plant Import And Export Co.Ltd(000151) Announcement No.: 202216
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without any false records, misleading statements or major omissions.
China National Complete Plant Import And Export Co.Ltd(000151)
Announcement on the resolution of the 28th meeting of the 8th board of directors China National Complete Plant Import And Export Co.Ltd(000151) the board of directors sent the notice of the 28th meeting of the 8th board of directors in writing and e-mail on April 12, 2022, China National Complete Plant Import And Export Co.Ltd(000151) held the 28th meeting of the 8th board of directors in the conference room of the company by means of on-site meeting and communication voting on April 22, 2022. Nine directors should be present at the meeting, and nine directors actually were present. The meeting was held in accordance with the provisions of the company law and other relevant laws, administrative regulations and the articles of association.
Mr. Zhang Peng, chairman of the board of directors, presided over the meeting. The meeting adopted a show of hands. The host counted the votes and announced the voting results. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The following proposals were considered and voted at the board meeting:
1、 Proposal on reviewing the 2021 general manager’s work report of the company; Voting results: 9 in favor, 0 abstention and 0 against.
2、 Proposal on reviewing the work report of the board of directors of the company in 2021; Voting results: 9 in favor, 0 abstention and 0 against.
3、 Proposal on deliberation of the company’s 2021 annual financial statement report;
4、 Proposal on reviewing the 2022 annual financial budget report of the company; Voting results: 9 in favor, 0 abstention and 0 against.
5、 Proposal on reviewing the company’s 2021 profit distribution plan; Voting results: 9 in favor, 0 abstention and 0 against.
According to the audit, the parent company realized a net profit of -772074244 yuan in 2021, plus the remaining undistributed profit of -24047752208 yuan in the previous year, and the actual profit available for distribution was -24819826452 yuan.
In view of the negative actual distributable profit of the parent company in 2021, combined with the actual operation and development needs of the company, in order to ensure the sustainable, stable and healthy development of the company and better safeguard the long-term interests of all shareholders, the distribution plan of the company in 2021 is: no legal surplus reserve, no cash dividend, no bonus share, and no capital reserve converted into share capital.
Independent directors have expressed independent opinions on the above matters; For details, please refer to China Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN) on the same day Opinions of independent directors of the company issued. 6、 Proposal on reviewing the company’s profit distribution policy in 2022; Voting results: 9 in favor, 0 abstention and 0 against.
It is suggested that the company’s profit distribution policy for 2022 is:
1. Distribution times: the company will not distribute profits in the middle of 2022, but at the end of the year;
2. Distribution proportion: the proportion of net profit realized by the company in 2022 for dividend distribution shall not be less than 30%;
3. Distribution form: cash distribution to all shareholders.
The specific profit distribution policy of the company in 2022 shall be proposed by the board of directors according to the actual situation at that time and submitted to the general meeting of shareholders for deliberation and decision. The board of directors of the company reserves the right to adjust the profit distribution plan according to the actual operation of the company.
7、 Proposal on reviewing the implementation of the company’s daily connected transactions in 2021 and the forecast of daily connected transactions in 2022;
Voting results: 5 in favor, 0 abstention and 0 against (related directors Mr. Zhang Peng, Mr. Han Hong, Mr. Zhang Hui and Mr. Wang duorong abstained from voting).
Independent directors have approved and expressed independent opinions on the above matters in advance; For details, please refer to China Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN) on the same day The announcement on the implementation of the company’s daily connected transactions in 2021 and the forecast of the company’s daily connected transactions in 2022, the prior approval opinions of the company’s independent directors and the opinions of the company’s independent directors. 8、 Proposal on reviewing the 2021 annual internal control evaluation report of the company;
Voting results: 9 in favor, 0 abstention and 0 against.
Independent directors have expressed independent opinions on the above matters; For details, please refer to China Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN) on the same day The company’s 2021 annual internal control evaluation report issued, the internal control audit report issued by the audit institution, and the opinions of the company’s independent directors.
9、 Proposal on adjusting the audit fees of financial final accounts and internal control in 2021 and renewing the employment of the company’s financial final accounts and internal control audit institution in 2022; Voting results: 9 in favor, 0 abstention and 0 against.
Independent directors have approved and expressed independent opinions on the above matters in advance; For details, please refer to China Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN) on the same day The announcement on adjusting the audit fees of accounting firms in 2021 and renewing the appointment of accounting firms in 2022, the prior approval opinions of independent directors of the company and the opinions of independent directors of the company.
10、 Proposal on the renewal of the company’s perennial legal adviser;
Voting results: 9 in favor, 0 abstention and 0 against.
11、 Proposal on reviewing the 2021 annual performance appraisal of senior managers of the company;
Voting results: 9 in favor, 0 abstention and 0 against.
Independent directors have expressed independent opinions on the above matters; For details, please refer to China Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN) on the same day Opinions of independent directors of the company issued. 12、 Proposal on reviewing the 2021 annual report and summary of the company; Voting results: 9 in favor, 0 abstention and 0 against.
See the full text and summary of the company’s 2021 annual report issued on the same day for details.
13、 About the application of the holding subsidiary to Rongshi International Asset Management Co., Ltd
Voting results: 6 in favor, 0 abstention and 0 against (related directors Mr. Zhang Peng, Mr. Han Hong and Mr. Zhang Hui abstained from voting).
Independent directors have approved and expressed independent opinions on the above matters in advance; For details, please refer to China Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN) on the same day The announcement on the holding subsidiary’s application for working capital loan from Rongshi International Asset Management Co., Ltd., the prior approval opinions of the independent directors of the company and the opinions of the independent directors of the company.
14、 Proposal on the company’s application for loans from Industrial And Commercial Bank Of China Limited(601398) and other commercial banks in 2022;
Voting results: 9 in favor, 0 abstention and 0 against.
According to the business needs of the company, it is agreed that the company will apply to commercial banks in China Industrial And Commercial Bank Of China Limited(601398) , China Construction Bank Corporation(601939) , Industrial Bank Co.Ltd(601166) , Bank Of Jiangsu Co.Ltd(600919) , China Everbright Bank Company Limited Co.Ltd(601818) , China Zheshang Bank Co.Ltd(601916) and other commercial banks for a loan of no more than 551 million yuan in 2022.
15、 Proposal on the company’s application for comprehensive credit from Bank Of Communications Co.Ltd(601328) and other commercial banks;
Voting results: 9 in favor, 0 abstention and 0 against.
According to business needs, the company is approved to apply for a comprehensive credit line from the following banks: 1. Apply for a comprehensive credit line of RMB 300 million from Bank Of Communications Co.Ltd(601328) Hepingli sub branch for a period of one year, with the varieties of overseas general contracting and characteristic trade business; Issue a letter of guarantee; Open import letter of credit, etc;
2. Apply to Industrial And Commercial Bank Of China Limited(601398) Fuwai Street sub branch for a comprehensive credit line of RMB 400 million with a term of one year, including working capital loan, financing guarantee, non financing guarantee, trade financing, forward foreign exchange settlement and sales, standby letter of credit, etc. 3. Apply to Bank Of Jiangsu Co.Ltd(600919) Beijing Branch for a comprehensive credit line of RMB 150 million with a term of one year, including working capital loan, non financing letter of guarantee, trade financing, etc.
16、 Proposal on carrying out forward foreign exchange settlement and sales business;
Voting results: 9 in favor, 0 abstention and 0 against.
Independent directors have expressed independent opinions on the above matters; For details, please refer to China Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN) on the same day Announcement on carrying out long-term foreign exchange settlement and sales business and opinions of independent directors of the company.
17、 Proposal on increasing the business scope of the company and amending the articles of Association;
Voting results: 9 in favor, 0 abstention and 0 against.
For details, please refer to China Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN) on the same day Announcement on increasing the business scope of the company and amending the articles of Association issued by the company.
18、 Proposal on reviewing the work regulations of the board of directors and the work rules of the general manager of the company;
Voting results: 9 in favor, 0 abstention and 0 against.
For details, see http://www.cn.info.com.cn.cn on the same day Regulations on the work of the board of directors issued.
19、 Proposal on adding directors of the company;
Voting results: 9 in favor, 0 abstention and 0 against.
In accordance with laws and regulations and the articles of association, Ms. Wang Xiaofei and Ms. Zhang Qingxue were added as candidates for directors of the eighth board of directors of the company (see the appendix for resume). The total number of directors who concurrently serve as the company’s senior management and staff representatives in the company’s board of directors does not exceed half of the total number of directors of the company.
Independent directors have expressed independent opinions on the above matters; For details, please refer to China Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN) on the same day Opinions of independent directors of the company issued. 20、 Proposal on convening the annual general meeting of shareholders.
Voting results: 9 in favor, 0 abstention and 0 against.
Proposal on signing financial service agreement with SDIC Finance Co., Ltd. deliberated and adopted at the 27th meeting of the eighth board of directors of the company; The second, third, fourth, fifth, sixth, seventh, ninth, twelfth, thirteenth, sixteenth, seventeenth, eighteenth (regulations on the work of the board of directors) and nineteen proposals considered and adopted at the 28th meeting of the eighth board of directors; The work report of the board of supervisors in 2021 approved at the 14th meeting of the eighth board of supervisors of the company; The above proposals shall be submitted to the general meeting of shareholders for deliberation and approval.
According to laws and regulations and the articles of association, the company is scheduled to hold the annual general meeting of shareholders in 2021 on May 17, 2022.
For details, please refer to China Securities Journal, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN.) on the website of Shenzhen Stock Exchange on the same day and the media that meet the conditions specified by the CSRC Notice on convening China National Complete Plant Import And Export Co.Ltd(000151) 2021 annual general meeting of shareholders and documents of general meeting of shareholders issued.
The meeting heard the report on the work of independent directors in 2021, and the independent directors will make an annual report at the 2021 general meeting of shareholders.
It is hereby announced.
Attachment: resume of director candidates
Documents for future reference: resolutions of the 28th meeting of the 8th board of directors of the company
China National Complete Plant Import And Export Co.Ltd(000151) board of directors April 23, 2002
enclosure:
1. Ms. Wang Xiaofei: Bachelor degree, accountant. He is currently the manager of the operation and risk management department of China complete equipment import and Export Group Co., Ltd., the director of Zhongcheng International Transportation Co., Ltd., the director of China complete equipment import and export Yunnan Co., Ltd., the executive director of China complete equipment import and export Dalian company, and the director of SDIC environmental science and technology development (Suzhou) Co., Ltd. He has successively served as an employee of the West Asia and Africa Department of China National Complete Equipment Import and export (Group) Corporation, the third secretary of the business office of the Chinese Embassy in Barbados, an employee of the Finance Department of China National Complete Equipment Import and export (Group) Corporation, the deputy manager of the operation and Management Department of China National Complete Equipment Import and export (Group) Corporation, China National Complete Plant Import And Export Co.Ltd(000151) deputy manager and manager of the operation and management department, and China National Complete Plant Import And Export Co.Ltd(000151) employee supervisor.
Ms. Wang Xiaofei does not hold shares in the company; Related to the controlling shareholder of the company: served as the manager of the operation and risk management department of the controlling shareholder of the company, China complete equipment import and Export Group Co., Ltd; There is no relationship with the actual controller and other directors, supervisors and senior managers of the company; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for inspection by CSRC for suspected violations of laws and regulations; Not the person to be executed for breach of faith, not the subject of liability for breach of faith or the object of punishment for breach of faith; There are no circumstances that may not be nominated as a director and meet the qualifications required by the company law and other relevant laws, regulations and regulations.
2. Ms. Zhang Qingxue: Doctor degree, senior economist, certified public accountant. He is currently the deputy manager of the strategic development department and director of the direct investment center of China complete equipment import and Export Group Co., Ltd. and the director of China complete equipment import and Export Group (Hong Kong) Co., Ltd. He has successively served as an employee of the enterprise planning department of China complete equipment import and export (Group) Corporation, deputy manager of China National Complete Plant Import And Export Co.Ltd(000151) business development department and deputy manager of strategic development department.
Ms. Zhang Qingxue does not hold shares in the company; Having a relationship with the controlling shareholder of the company: acting as the deputy manager of the strategic development department and director of the direct investment center of the controlling shareholder of the company China complete equipment import and Export Group Co., Ltd; There is no relationship with the actual controller and other directors, supervisors and senior managers of the company; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for inspection by CSRC for suspected violations of laws and regulations; It is not the person to be executed for breach of faith, nor the person responsible for breach of faith
