China Merchants Energy Shipping Co.Ltd(601872) : China Merchants Energy Shipping Co.Ltd(601872) 2021 annual general meeting information energy transportation Co., Ltd
Materials of 2021 annual general meeting of shareholders
Energy transportation Co., Ltd
May 24, 2002
catalogue
Meeting proposal 4 proposal 1: proposal on the 2021 annual work report of the board of directors of the company 6 proposal 2: proposal on the 2021 annual report of independent directors of the company 7 proposal 3: proposal on the 2021 annual work report of the board of supervisors of the company 8 proposal 4: proposal on the company’s 2021 annual financial statement report 9 proposal 5: proposal on the 2021 profit distribution plan of the company 10 proposal 6: proposal on the company’s application for standby comprehensive credit line to domestic and foreign banks within one year from May 1, 202211 proposal 7: proposal on continuing to employ ShineWing certified public accountants as the company’s financial and internal control audit institution in 202212 proposal 8: proposal on the company’s report on daily connected transactions in 2021 and the forecast of daily connected transactions in 202213 proposal 9: proposal on providing guarantee authorization to subordinate companies 16 proposal 10: proposal on establishing a joint venture to invest in four LNG ships of Petronas LNG transportation project in Malaysia 18 proposal 11: proposal on electing Mr. Li Jiajie as a non independent director of the sixth board of directors of the company 19 precautions for on-site voting 20 Annex 1 22 Annex 2 40 Annex 3 49 Annex 4 fifty-five
Notes to the 2021 annual general meeting of shareholders
Dear shareholders
In order to safeguard the legitimate rights and interests of investors, ensure that shareholders exercise their rights according to law during the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “general meeting” or “general meeting”) and ensure the normal order and efficiency of proceedings of the general meeting of shareholders, the following relevant provisions are formulated in accordance with the rules of the general meeting of shareholders of listed companies of China Securities Regulatory Commission and the rules of procedure of the general meeting of shareholders of the company:
1、 In view of the need to prevent and control the epidemic of pneumonia caused by novel coronavirus, some directors, supervisors and senior managers of the company will participate in this meeting by video.
2、 In accordance with the provisions of the company law, the securities law, the rules for the general meeting of shareholders of listed companies and the articles of association, the company has earnestly done a good job in convening the general meeting of shareholders.
3、 The general meeting of shareholders shall set up a secretariat to be responsible for the procedure arrangement and affairs of the general meeting.
4、 During the convening of the general meeting of shareholders, the board of directors shall earnestly perform its statutory duties on the principle of safeguarding the legitimate rights and interests of shareholders and ensuring normal procedures and discussion efficiency.
5、 When attending the general meeting of shareholders, shareholders shall enjoy the right to speak, vote and other rights according to law, earnestly perform their legal obligations, and shall not infringe upon the legitimate rights and interests of other shareholders or disturb the normal order of the general meeting.
6、 In principle, each shareholder shall not speak more than twice, and each speech shall not exceed three minutes.
7、 In order to improve the efficiency of the proceedings of the general meeting, the voting of the general meeting can be carried out after the shareholders have finished their speeches related to the proposals of the general meeting.
8、 This meeting adopts a combination of on-site voting and online voting. For the method of shareholders’ participation in online voting, see the notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022 [026]) announced by the company on April 30, 2022. On May 14, 2022, the company issued the announcement of China Merchants Energy Shipping Co.Ltd(601872) on adding temporary proposals to the 2021 annual general meeting of shareholders (Announcement No. [030] of 2022). The controlling shareholder proposed adding one proposal to the convener of the meeting. A total of 12 proposals were considered at the meeting.
9、 After considering the proposal of the general meeting, the general meeting shall make a resolution on it. According to the articles of association, the ordinary resolution shall be adopted by more than half of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders. There is no special resolution at this shareholders’ meeting, and all proposals are ordinary resolutions.
Proposals involving related shareholders’ withdrawal from voting: 8.01, 8.02, 8.03, 8.04, 8.05, 8.06, 8.07, 8.08, 10
Name of related shareholders who should avoid voting: the shareholder China Merchants Shipping Co., Ltd. should avoid voting on proposals 8.01, 8.03, 8.04, 8.05, 8.06, 8.07, 8.08 and 10; The shareholders Petrochina Company Limited(601857) Chemical Group Co., Ltd. and China Petroleum & Chemical Corporation(600028) group asset operation and Management Co., Ltd. shall abstain from voting on proposal 8.02.
Proposal 12 of this meeting is an ordinary resolution adopting the cumulative voting system.
10、 The company hired lawyers from Beijing JUNHE (Shenzhen) law firm to attend the shareholders’ meeting and issue legal opinions.
Meeting proposal
No. proposal name
1 proposal on the 2021 annual work report of the board of directors 2 proposal on the 2021 annual work report of independent directors 3 proposal on the 2021 annual work report of the board of supervisors 4 proposal on the 2021 annual financial statement report of the company 5 proposal on the 2021 annual profit distribution plan of the company Proposal 6 on the company’s application for standby comprehensive credit line to domestic and foreign banks within one year from May 1, 2022
7 proposal on continuing to employ ShineWing certified public accountants as the financial and internal control audit institution of the company in 2022
8.00 proposal on the company’s report on daily connected transactions in 2021 and the forecast of daily connected transactions in 2022
8.01 it is estimated that the company will have related party transactions such as ship repair with Shekou Youlian shipyard and its subsidiaries in 2022
8.02 it is estimated that in 2022, the company will have related transactions with Sinopec and its subsidiaries, such as oil transportation, marine fuel oil and lubricating oil procurement
8.03 it is estimated that in 2022, the company will have transactions with China Merchants Haitong Trading Co., Ltd. and its subsidiaries, such as material spare parts supply and marine equipment agency
8.04 it is estimated that in 2022, the company will have a related party transaction with Shenzhen Haishun Maritime Service Co., Ltd. in terms of crew management or agency
8.05 it is estimated that in 2022, the company will have related party transactions with Wuhan Haishun Maritime Service Co., Ltd. in terms of crew management or agency
8.06 it is estimated that in 2022, the company will have daily related transactions with Sinotrans Changhang group and its subsidiaries, such as cargo freight, ship rent, site rent, ship repair, port use fee and berthing fee, purchase of marine fuel oil, lubricating oil and crew management / agency fee
8.07 it is estimated that the company will have daily related party transactions such as cargo transportation and ship leasing with Sinotrans Limited(601598) and its subsidiaries in 2022
8.08 it is estimated that in 2022, the company will have daily related party transactions with Liaoning Port Group Co., Ltd. and its subsidiaries, such as site rental fee, port use fee and berthing fee
9 proposal on providing guarantee authorization to subordinate companies 10 proposal on establishing a joint venture to invest in four LNG ships of Petronas LNG transportation project in Malaysia 11 proposal on electing Mr. Li Jiajie as a non independent director of the sixth board of directors of the company
Proposal 1: proposal on the 2021 annual work report of the board of directors of the company. Shareholders:
According to the company law and other laws, regulations and the articles of association, the 12th meeting of the 6th board of directors of the company adopted the 2021 annual work report of China Merchants Energy Shipping Co.Ltd(601872) board of directors. The report first reviewed the work of the board of directors of the company in 2021, mainly including the convening of the board of directors, the attendance of directors at the board of directors, the implementation of the resolutions of the general meeting of shareholders by the board of directors The work of the four special committees under the board of directors; Secondly, it introduces the work of the company in corporate governance and standardized operation under the leadership of the board of directors, including the convening of the general meeting of shareholders, the performance of independent directors, the construction of internal control and information disclosure; It also made a more specific report on the company’s related party transactions and internal control, which are more concerned by the securities regulatory authorities.
Finally, the report forecasts the industry situation in 2022 and puts forward the company’s business development goals in 2022. See Annex 1 for details.
This report has been deliberated and adopted at the 12th meeting of the 6th board of directors of the company. Please review it. Annex 1: 2021 annual work report of China Merchants Energy Shipping Co.Ltd(601872) board of directors
China Merchants Energy Shipping Co.Ltd(601872) board of directors may 24, 2022
Proposal 2: proposal on the 2021 annual report of independent directors of the company. Shareholders:
In accordance with the relevant provisions of the CSRC, the China Merchants Energy Shipping Co.Ltd(601872) articles of association, the China Merchants Energy Shipping Co.Ltd(601872) working system of independent directors and relevant laws, regulations and normative documents, independent directors shall report their work to the general meeting of shareholders.
The independent directors prepared the 2021 annual report of China Merchants Energy Shipping Co.Ltd(601872) independent directors on the attendance of the company’s independent directors at the meeting in 2021, their participation in the research of the company’s future development direction and strategic planning, the legality and compliance of the company’s major related party transactions, the use and arrangement of the company’s raised funds, the employment of accounting firms, corporate governance and the maintenance of the legitimate rights and interests of minority shareholders. See Annex 2 for details.
This report has been deliberated and adopted at the 12th meeting of the 6th board of directors of the company. Please review it. Annex 2: 2021 annual report of China Merchants Energy Shipping Co.Ltd(601872) independent directors
China Merchants Energy Shipping Co.Ltd(601872) independent directors Zhang Liang, Sheng Muxian, Wu Shuxiong and Quan Zhongguang May 24, 2022
Proposal 3: proposal on the 2021 annual work report of the board of supervisors of the company shareholders:
In accordance with the company law and other laws and regulations and the provisions of the China Merchants Energy Shipping Co.Ltd(601872) articles of association, the shareholders are hereby submitted to review the work report of the China Merchants Energy Shipping Co.Ltd(601872) 2021 annual board of supervisors. See Annex 3 for details.
This report has been deliberated and approved at the 10th meeting of the 6th board of supervisors of the company. Please review it.
Annex 3: 2021 annual work report of China Merchants Energy Shipping Co.Ltd(601872) board of supervisors
China Merchants Energy Shipping Co.Ltd(601872) proposal 4 of the board of supervisors on May 24, 2022: proposal on the company’s 2021 annual financial statement report, shareholders:
In accordance with the company law and other laws and regulations and the provisions of the China Merchants Energy Shipping Co.Ltd(601872) articles of association, the shareholders are hereby submitted to review the China Merchants Energy Shipping Co.Ltd(601872) 2021 annual financial statement report. See Annex 4 for details.
This report has been deliberated and adopted at the 12th meeting of the 6th board of directors of the company. Please review it.
Annex 4: final financial statement report of China Merchants Energy Shipping Co.Ltd(601872) 2021
China Merchants Energy Shipping Co.Ltd(601872) board of directors may 24, 2022
Proposal 5: proposal on the company’s profit distribution plan for 2021 shareholders:
Audited by ShineWing certified public accountants, the net profit attributable to shareholders of the listed company in 2021 was 360906903918 yuan (after consolidation and adjustment under the same control), including 295620872542 yuan of net profit actually attributable to shareholders of the listed company and 104487706333 yuan of net profit reported by the parent company. The profit distribution plan for 2021 is as follows:
1. 10% of the statutory surplus reserve of 10448770633 yuan is withdrawn according to the net profit of the parent company;
2. As of December 31, 2021, the total share capital of the company is 8107841801 shares, and the cash dividend of RMB 1.10 (tax included) is distributed to all shareholders for every 10 shares. The total cash dividend distributed is RMB 89186259811 (tax included). The cash dividend accounts for 30.17% of the net profit actually attributable to the shareholders of China Merchants Energy Shipping Co.Ltd(601872) listed company in the reporting period of the consolidated statements.
This proposal has been deliberated and adopted at the 12th meeting of the 6th board of directors of the company. For details, please refer to the announcement of China Merchants Energy Shipping Co.Ltd(601872) on the profit distribution plan of 2021 (Announcement No.: 2022 [011]) issued by the company on March 28, 2022.
