Securities abbreviation: Rising Nonferrous Metals Share Co.Ltd(600259) securities code: Rising Nonferrous Metals Share Co.Ltd(600259) Announcement No.: pro 2022028 Rising Nonferrous Metals Share Co.Ltd(600259)
Announcement of the fifth meeting of the eighth board of directors in 2022
The board of directors and all directors of the company guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
Rising Nonferrous Metals Share Co.Ltd(600259) (hereinafter referred to as “the company”) the fifth meeting of the eighth board of directors in 2022 was held at 8:30 a.m. on April 28, 2022 in the company’s conference room on the 32nd floor, building a, poly Zhonghui Plaza, No. 157 Linhe West Road, Tianhe District, Guangzhou. The notice of this meeting will be sent in writing and e-mail on April 19, 2022. Nine directors should attend the meeting, eight actually attended and one entrusted to attend. The meeting was convened and presided over by the chairman, Mr. Zhang Xigang. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening of the meeting was in accordance with the provisions of the company law and the articles of association. The meeting made the following resolutions:
1、 The 2021 work report of the board of directors of the company was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 The 2021 president’s work report of the company was reviewed and adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
3、 With 9 affirmative votes, 0 negative votes and 0 abstention, the 2021 annual financial statement of the company was reviewed and adopted.
This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 The company’s 2021 annual report and its summary were reviewed and adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 The 2021 profit distribution plan of the company was reviewed and approved with 9 affirmative votes, 0 negative votes and 0 abstention. Specifically:
According to the audit report zxcs No. 2022s00554 issued by Zhongxi Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 13908707570 yuan, plus the undistributed profit of -68201084176 yuan in previous years, the cumulative undistributed profit of the company was -54292376606 yuan. As the previous losses have not been made up, the board of directors recommends that no dividend be paid in 2021 and no capital reserve be converted into share capital.
This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 The report on the performance of the audit committee of the board of directors in 2021 was reviewed and adopted by 9 votes in favor, 0 against and 0 abstention.
7、 The 2021 annual internal control evaluation report of the company was reviewed and adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
8、 With 7 affirmative votes, 0 negative votes and 0 abstention, the proposal on the implementation of the company’s daily connected transactions in 2021 and the expected daily connected transactions in 2022 was deliberated and adopted, and the connected directors Wu Jianping and Hong Yerong avoided voting. (see announcement “p.2022030” for details)
This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 The proposal on futures hedging plan in 2022 was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
Specifically, in order to avoid the risk of non-ferrous metal price fluctuation on the company’s product sales and trade business, improve the company’s ability to resist market fluctuation, reduce the adverse impact of product price decline on the company and ensure the stable operation of the enterprise, the board of directors agreed to the company’s 2022 annual hedging plan and authorized the wholly-owned subsidiary Guangdong Rising Nonferrous Metals Share Co.Ltd(600259) metal import and Export Co., Ltd Rising Nonferrous Metals Share Co.Ltd(600259) (Hong Kong) Trading Co., Ltd. specifically implemented the limit that the total amount of margin corresponding to the total position of futures hedging varieties on that day shall not exceed RMB 47.2 million.
10、 The 2022 annual investor relations management plan of the company was reviewed and adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
11、 The “summary of internal audit work in 2021 and work plan in 2022” were reviewed and adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
12、 The implementation plan of the five year plan for internal audit (20212025) (for Trial Implementation) was reviewed and adopted by 9 votes in favor, 0 against and 0 abstention.
13、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on the formulation of Interim Measures for the selection and management of managers was deliberated and adopted.
14、 The proposal on adjusting the allowance of independent directors of the company was deliberated and adopted with 6 affirmative votes, 0 negative votes and 0 abstention. Guo Wenyong and Yang Yamin, the affiliated directors, abstained from voting. (see announcement “p.2022031” for details)
This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
15、 The proposal on replacing the Secretary of the board of directors and appointing senior managers was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention. (see the company’s announcements “pro 2022032” and “pro 2022033” for details)
16、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on the payment of remuneration of directors and senior managers of the company in 2021 was deliberated and adopted.
17、 The report of the first quarter of 2029 was adopted with 2 affirmative votes and 2 abstentions.
18、 The proposal on the proposed registration and issuance of medium-term notes and ultra short-term financing bonds was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention. (see announcement “p.2022034” for details) this proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
19、 The proposal on renewing the appointment of Zhongxi certified public accountants as the company’s audit institution in 2022 was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention. (see announcement “p.2022035” for details)
This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
20、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on implementing open investment promotion and selecting strategic investors to jointly develop the tungsten mine project of Hongling company was deliberated and adopted. (see announcement “p.2022036” for details)
21、 With 7 affirmative votes, 0 negative votes and 0 abstention, the proposal on renewal of office building and related party transactions from indirect controlling shareholders was deliberated and adopted, and related directors Wu Jianping and Hong Yerong avoided voting. (see announcement “p.2022037” for details)
22、 The proposal on Amending the articles of association was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention. (see announcement “p.2022038” for details)
This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
23、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on continuing to purchase directors, supervisors and senior managers’ liability insurance was deliberated and adopted. (see announcement “p.2022039” for details)
This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
24、 The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention. (see the announcement “p.2022041” for details) Guo Yong, Yang Wenhao and Zeng Yamin, the independent directors of the company, submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. For details of the report, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.).
It is hereby announced.
Rising Nonferrous Metals Share Co.Ltd(600259) board of directors
April 29, 2002
