Securities code: Kailuan Energy Chemical Co.Ltd(600997) securities abbreviation: Kailuan Energy Chemical Co.Ltd(600997) Announcement No.: pro 2022008 Kailuan Energy Chemical Co.Ltd(600997)
Announcement on the resolution of the fourth meeting of the seventh board of supervisors
The board of supervisors and all supervisors 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 supervisors
Kailuan Energy Chemical Co.Ltd(600997) (hereinafter referred to as “the company”) sent the notice and proposal of convening the fourth meeting of the seventh board of supervisors to all supervisors by telephone, e-mail and fax on April 11, 2022. The meeting was held on the morning of April 21, 2022 in the video conference room of Kailuan Group, No. 70, Xinhua East Road, Tangshan City, Hebei Province. There are 5 supervisors who should attend the meeting and 5 supervisors who actually attend the meeting (including 3 supervisors who attend the meeting by means of communication voting). The meeting was presided over by Ms. Xiao Aihong, chairman of the board of supervisors of the company. The meeting was held in accordance with the relevant provisions of the company law and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
The meeting deliberated and unanimously adopted the following proposals one by one:
(I) work report of the board of supervisors in 2021;
Voting results: 5 in favor, 0 abstention and 0 against.
(II) the company’s proposal on the financial final accounts of 2021;
Voting results: 5 in favor, 0 abstention and 0 against.
(III) the company’s profit distribution plan for 2021;
Voting results: 5 in favor, 0 abstention and 0 against.
In 2021, the company realized a net profit attributable to the parent company of 181532221529 yuan. According to the relevant provisions of the company law and the articles of association, the company withdraws the legal surplus reserve of 13652936738 yuan according to 10% of the parent company’s net profit of 136529367382 yuan in the current year, and plans to withdraw the arbitrary surplus reserve of 6826468369 yuan according to 5% of the parent company’s net profit in the current year. Considering the return to shareholders and in order to ensure the long-term development of the company, in combination with the relevant requirements of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the guidelines for cash dividends of listed companies on Shanghai Stock Exchange issued by China Securities Regulatory Commission and the actual situation of the company, the company plans to distribute cash dividends of 4.60 yuan (including tax) to all shareholders for every 10 shares based on the total share capital of 1587799851 shares on December 31, 2021, A total of 73038793146 yuan was distributed.
(IV) the company’s proposal on the 2021 annual report and its summary;
Voting results: 5 in favor, 0 abstention and 0 against.
The board of supervisors of the company issued the following audit opinions on the 2021 annual report and its summary:
1. The preparation and review procedures of the company’s 2021 annual report and its summary comply with the provisions of laws, regulations, the articles of association and the company’s internal management system;
2. The content and format of the annual report comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained can truly reflect the company’s operation and management results and financial status in 2021 from all aspects;
3. Before putting forward this opinion, it is not found that the personnel involved in the preparation and deliberation of the annual report have violated the confidentiality provisions;
4. The supervisors attending the meeting agreed that the standard unqualified audit report issued by Lianda Certified Public Accountants (special general partnership) for the company was objective and fair;
5. The board of supervisors believes that in 2021, the corporate governance structure and internal control system of the company will be sound; The operation of the board of directors and its special committees is standardized, the decision-making procedures are legal and effective, and the directors and senior managers of the company do not violate laws, regulations or damage the interests of the company and shareholders when performing their duties.
The company’s 2021 annual report and its abstract are detailed on the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）。
(V) the company’s proposal on the internal control evaluation report in 2021;
Voting results: 5 in favor, 0 abstention and 0 against.
Refer to the website of Shanghai stock exchange for details of the company’s internal control evaluation report in 2021（ http://www.sse.com.cn. ）。
(VI) the company’s proposal on the risk assessment report of Kailuan Group Finance Co., Ltd;
Voting results: 5 in favor, 0 abstention and 0 against.
The company’s risk assessment report on Kailuan Group Finance Co., Ltd. is detailed on the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）。
(VII) the company’s proposal on the 2021 annual social responsibility report;
Voting results: 5 in favor, 0 abstention and 0 against.
The company’s 2021 social responsibility report is detailed on the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）。
(VIII) report of the company on the performance of duties and performance evaluation results of senior managers in 2021;
Voting results: 5 in favor, 0 abstention and 0 against.
(IX) the company’s proposal to adjust the supervisors of the board of supervisors;
Voting results: 5 in favor, 0 abstention and 0 against.
In accordance with the provisions of the company law, the guidelines for the governance of listed companies and the articles of association, due to work needs, Mr. Dong Liman and Mr. Qi Jianchen are nominated as candidates for supervisors of the seventh board of supervisors of the company upon the recommendation of the company’s shareholder Kailuan (Group) Co., Ltd. (hereinafter referred to as “Kailuan Group”) (see the appendix for the resume of candidates), and Ms. Xiao Aihong and Mr. Zou Shichun will no longer serve as supervisors of the seventh board of supervisors of the company. The term of office of the newly nominated supervisors starts from the date of deliberation and approval of the company’s 2021 annual general meeting of shareholders to the expiration of the term of office of the seventh board of supervisors of the company.
(x) proposal of the company on signing the land use right and aboveground property lease contract with Kailuan Group;
Voting results: 5 in favor, 0 abstention and 0 against.
In 2017, the company signed the land and aboveground real estate lease contract with Kailuan Group to lease the 363325 mu land use right and 11158130 square meters of aboveground houses of Kailuan Group located in Fangezhuang Town, Guye District, Tangshan city. The contract has expired on December 31, 2021. In order to maintain the normal production and operation of Fangezhuang and Lujiatuo mines, it is necessary to renew the lease contract with Kailuan Group. After verification, affected by the continuous transfer of some land to local governments, the demolition of some houses and the change of land use units in recent five years, the land area renewed this time is 357327 mu, and the total area of aboveground houses is 11057432 square meters. The rent of land use right is 380599 million yuan / year, the rent of house is 5330552 million yuan / year, and the total rent of land use right and house is 43390452 million yuan / year.
See the company’s website on Shanghai Stock Exchange on April 23, 2022 for details（ http://www.sse.com.cn. ）And “pro 2022009” of the company’s announcement on related party transactions of land use right and house leasing disclosed in China Securities News and Shanghai Securities News. （11） The company’s proposal on the expected daily connected transactions in 2022;
Voting results: 5 in favor, 0 abstention and 0 against.
Due to the influence of objective factors such as geographical environment and historical origin, there are a number of daily connected transactions between the company and its subsidiaries and the controlling shareholder Kailuan Group and its subsidiaries in terms of production, living services and so on. It is estimated that the daily related party transactions in 2022 are as follows: 675188 million yuan of purchased goods, 443.9 million yuan of goods sold, 30 million yuan of trade, 6879.7 million yuan of deposits, loans and interests, 375 million yuan of after-sales financial leasing, 471.89 million yuan of comprehensive services and 369.6 million yuan of engineering construction.
See the company’s website on Shanghai Stock Exchange on April 23, 2022 for details（ http://www.sse.com.cn. ）And “pro 2022010” of the company’s announcement on daily connected transactions in 2022 disclosed in China Securities Journal and Shanghai Securities News.
（12） The company’s proposal on acquiring 100% equity and related party transactions of Tangshan Kailuan Linxi Mining Co., Ltd;
Voting results: 5 in favor, 0 abstention and 0 against.
Whereas the coal produced by Tangshan Kailuan Linxi Mining Co., Ltd. (hereinafter referred to as “Linxi mining company”), a wholly-owned subsidiary of Kailuan Group, is one of the main coking coal blending, and the coal quality is good. In order to expand the company’s coal resource reserves and increase the asset scale and future profitability, the company plans to acquire 100% equity of Linxi mining company held by Kailuan Group in cash. The transaction price will be based on the asset appraisal report issued by Zoomlion asset appraisal group Co., Ltd. on December 31, 2021 as the appraisal base date, based on the recorded appraisal value of 100% equity of the subject company, and based on the consensus of both parties, the equity transfer price will be finally determined as 1199622200 yuan. The company will use its own funds to pay all the equity transfer price.
See the company’s website on Shanghai Stock Exchange on April 23, 2022 for details（ http://www.sse.com.cn. ）And the announcement of the company on the acquisition of 100% equity and related party transactions of Tangshan Kailuan Linxi Mining Co., Ltd. held by Kailuan (Group) Co., Ltd. “pro 2022011” disclosed in China Securities News and Shanghai Securities News.
（13） The company’s proposal on Issuing medium-term notes;
Voting results: 5 in favor, 0 abstention and 0 against.
According to the economic situation outside China and the changes of national monetary policy, considering the current situation and use arrangement of funds, the company plans to apply to Bank Of China Limited(601988) inter market dealers association for registration and issue medium-term notes of no more than RMB 3.7 billion in order to ensure the continuous and normal operation of the company’s funds. The issuance period is 3-5 years, and the raised funds are used to repay interest bearing debts and supplement working capital.
See the company’s website on Shanghai Stock Exchange on April 23, 2022 for details（ http://www.sse.com.cn. ）And the announcement of the company on the proposed registration and issuance of medium-term notes “pro 2022012” disclosed in China Securities News and Shanghai Securities News.
（14） Proposal of the company on Authorizing the handling of credit matters
Voting results: 5 in favor, 0 abstention and 0 against.
In 2022, according to the economic situation at home and abroad and the national monetary policy, and considering the company’s capital situation and demand, the company will borrow the maximum amount of credit capital not exceeding 3300 million yuan in time in the form of bank loans, factoring, letters of credit and other financing forms according to the credit and interest rates of various financial institutions to the company.
（15） The company’s proposal on Authorizing the handling of guarantee matters;
Voting results: 5 in favor, 0 abstention and 0 against.
According to the financing needs of its subsidiaries, from the date of the 2021 annual general meeting of shareholders to the date of the 2022 annual general meeting of shareholders, the company plans to provide a financing guarantee of no more than 1698 million yuan to its subsidiaries.
See the company’s website on Shanghai Stock Exchange on April 23, 2022 for details（ http://www.sse.com.cn. ）And “pro 2022013” of the company’s announcement on the expected guarantee in 2022 disclosed in China Securities News and Shanghai Securities News.
（16） The company’s proposal on Authorizing the handling of entrusted loans;
Voting results: 5 in favor, 0 abstention and 0 against.
According to the actual operation of the affiliated company, from the date of holding the 2021 annual general meeting to the date of holding the 2022 annual general meeting, the company plans to provide entrusted loans of no more than 1417 million yuan to its subsidiaries and joint-stock companies, and the wholly-owned subsidiary Shanxi Zhongtong Investment Co., Ltd. plans to provide entrusted loans of 20 million yuan to joint-stock companies.
See the company’s website on Shanghai Stock Exchange on April 23, 2022 for details（ http://www.sse.com.cn. ）And the announcement of the company on the entrusted loan expected in 2022 disclosed in China Securities Journal and Shanghai Securities News “pro 2022014”.
（17） The company’s proposal on renewing the appointment of accounting firms in 2022;
Voting results: 5 in favor, 0 abstention and 0 against.
Lianda Certified Public Accountants (special general partnership) is now the audit institution employed by the company and has the qualification of auditing related businesses of securities and futures. In accordance with the relevant provisions of the company law and the articles of association on engaging an accounting firm to audit accounting statements and other businesses, the company plans to continue to employ Lianda accounting firm (special general partnership) as the company’s audit institution to be responsible for the company’s 2022 annual financial audit, internal control audit and other audit items specified by the CSRC. The total audit cost in 2022 is 850000 yuan, including 450000 yuan for financial audit and 400000 yuan for internal control audit. The audit cost has not changed compared with the previous year.
See the company’s website on Shanghai Stock Exchange on April 23, 2022 for details（ http://www.sse.com.cn. ）And the announcement of the company on renewing the appointment of accounting firms in 2022 disclosed in China Securities News and Shanghai Securities News “pro 2022015”.
（18） Proposal of the company on holding the 2021 annual general meeting of shareholders at a selected time.
Voting results: 5 in favor, 0 abstention and 0 against.
It is agreed that the 2021 annual general meeting of shareholders of the company will be held at a selected time within the legal time, and the specific time will be notified separately.
The above twelve proposals (I), (II), (III), (IV), (IX), (XI), (XII), (XIII), (XIV), (XV), (XVI) and (XVII) need to be submitted to the company 20
