Securities code: Angang Steel Company Limited(000898) securities abbreviation: Angang Steel Company Limited(000898) Announcement No.: 2022030 Angang Steel Company Limited(000898)
Announcement on the resolutions of the 64th Session of the 8th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Angang Steel Company Limited(000898) (hereinafter referred to as the company) sent the notice of the meeting of the board of directors by e-mail on May 9, 2022, and held the 64th meeting of the 8th board of directors by communication on May 19, 2022. Mr. Wang Yidong, chairman of the board, presided over the meeting. The company has 7 directors, and the number of directors attending this meeting is 7. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
The proposal on the incentive plan of enterprises in 2020 was adopted with 0 votes and 0 abstentions. Mr. Xu shishuai and Mr. Wang Baojun, the directors of the incentive object, avoided voting on the proposal.
In view of the significant changes in the operating performance of some benchmarking enterprises of the company’s 2020 restricted stock incentive plan due to the issuance of shares and acquisition of assets, and the structural changes in China’s iron and steel industry, in order to truly reflect the company’s production and operation results and ensure the effectiveness and scientificity of the benchmarking sample, the company now adjusts the benchmarking enterprise sample of the 2020 restricted stock incentive plan according to relevant regulations.
For details, see the company’s announcement published in China Securities Journal, securities times, Shanghai Securities News and cninfo on the same day http://www.cn.info.com.cn. Announcement of Angang Steel Company Limited(000898) on adjusting 2020 restricted stock incentive plan to target enterprises.
The independent directors expressed the following independent opinions on the matter:
The adjustment of the target enterprise complies with the relevant laws and regulations such as the measures for the administration of equity incentive of listed companies and the provisions of the company’s 2020 restricted stock incentive plan. The necessary procedures have been performed for this adjustment. The board of directors deliberated the above adjustment according to legal procedures, and the related directors avoided voting. The adjustment of the target enterprise will not affect the sustainable development of the company, and there is no situation damaging the interests of the shareholders of the company. We agree to the adjustment of the target enterprise.
Proposal 2: the meeting passed the proposal on providing counter guarantee for rebar delivery factory warehouse business to Anshan Iron and Steel Group Co., Ltd. (hereinafter referred to as Anshan Iron and steel) by 5 affirmative votes, 0 negative votes and 0 abstention votes. Related directors Mr. Wang Yidong and Mr. Xu shishuai avoided voting on the proposal.
For details, see the company’s announcement published in China Securities Journal, securities times, Shanghai Securities News and cninfo on the same day http://www.cn.info.com.cn. Announcement of Angang Steel Company Limited(000898) on related party transactions providing counter guarantee for rebar delivery factory warehouse business to Anshan Iron and Steel Group Co., Ltd.
The independent directors approved the matter in advance and expressed their agreed independent opinions as follows:
1. Related directors abstained from voting on the related party transaction at the meeting of the board of directors, and the voting procedures comply with the provisions of relevant laws, regulations and the articles of association. Related party transactions follow the principles of fairness and fairness and comply with legal procedures.
2. The related party transaction is conducted in accordance with general commercial terms and on fair and reasonable terms for the shareholders of the company.
3. The counter guarantee provided by the company to Anshan Iron and steel is a counter guarantee under the same conditions on the premise that Anshan Iron and steel provides a guarantee for the company. The terms of the agreement are fair and reasonable, in line with the overall interests of the company and its shareholders, and will not damage the interests of non affiliated shareholders and minority shareholders.
Proposal 3: the meeting passed the proposal on the issuance of ultra short-term financing bonds by the company in the inter-bank bond market by 7 affirmative votes, 0 negative votes and 0 abstention votes.
In order to reduce the capital cost of the company, the company plans to issue ultra short-term financing bonds with a total accumulated principal of no more than 5 billion yuan in the inter-bank bond market. The details are as follows:
1、 Distribution scheme
1. Issue amount: the company will issue short-term financing bonds in China’s inter-bank bond market after the deliberation of the board of directors and the approval of the general meeting of shareholders according to the business situation, and the total accumulated principal shall not exceed RMB 5 billion.
2. Determination method of issuing interest rate: determined by bookkeeping and filing.
3. Issuing object: institutional investors in the national inter-bank bond market (except buyers prohibited by national laws and regulations).
4. Purpose of raised funds: mainly used to repay bank loans or adjust financing structure to reduce capital cost; Supplement working capital, etc.
5. Validity period of the resolution: the validity period of the resolution on the issuance of ultra short-term financing bonds is 24 months from the date of adoption by the general meeting of shareholders.
2、 Authorization matters
The general meeting of shareholders is requested to authorize the board of directors of the company to fully decide and handle matters related to the issuance within the above issuance plan according to the needs of the company and market conditions, including but not limited to: 1 Determine the specific terms and conditions of the issuance of ultra short-term financing bonds and other matters (including but not limited to determining the issuance time, actual total amount, issuance batch and interest rate), and adjust these terms and conditions in accordance with relevant Chinese laws, regulations and the provisions of relevant regulatory authorities.
2. Take all necessary and incidental actions with respect to ultra short-term financing bonds (including but not limited to obtaining approval, determining underwriting arrangements and preparing relevant application documents).
3. Take all necessary steps to implement the issuance of ultra short-term financing bonds (including but not limited to signing all necessary documents and disclosing relevant information in accordance with applicable laws).
After obtaining the above authorization from the general meeting of shareholders, the board of directors of the company authorizes the management to decide and handle the above matters.
The proposal needs to be submitted to the general meeting of shareholders for approval.
Proposal 4: the meeting passed the proposal on the issuance of short-term financing bonds by the company in the inter-bank bond market by 7 affirmative votes, 0 negative votes and 0 abstention votes.
In order to reduce the capital cost of the company, the company plans to issue short-term financing bonds with a total accumulated principal of no more than RMB 3 billion in the inter-bank bond market.
The details are as follows:
1、 Distribution scheme
1. Issue amount: the company will issue short-term financing bonds in China’s inter-bank bond market after the deliberation of the board of directors and the approval of the general meeting of shareholders according to the business situation, and the total accumulated principal shall not exceed RMB 3 billion.
2. Determination method of issuing interest rate: determined by bookkeeping and filing.
3. Issuing object: institutional investors in the national inter-bank bond market (except buyers prohibited by national laws and regulations).
4. Purpose of raised funds: mainly used to repay bank loans or adjust financing structure to reduce capital cost; Supplement working capital, etc.
5. Validity period of the resolution: the validity period of the resolution on the issuance of short-term financing bonds is 24 months from the date of adoption by the general meeting of shareholders.
2、 Authorization matters
The general meeting of shareholders is requested to authorize the board of directors of the company to fully decide and handle matters related to the issuance according to the needs of the company and market conditions within the above issuance plan, including but not limited to:
1. Determine the specific terms and conditions of the issuance of short-term financing bonds and other matters (including but not limited to determining the issuance time, actual total amount, issuance batch and interest rate), and adjust these terms and conditions in accordance with relevant Chinese laws, regulations and the provisions of relevant regulatory authorities.
2. Take all necessary and incidental actions on short-term financing bonds (including but not limited to obtaining approval, determining underwriting arrangements and preparing relevant application documents).
3. Take all necessary steps for the issuance of short-term financing bonds (including but not limited to signing all necessary documents and disclosing relevant information in accordance with applicable laws).
After obtaining the above authorization from the general meeting of shareholders, the board of directors of the company authorizes the management to decide and handle the above matters.
The proposal needs to be submitted to the general meeting of shareholders for approval.
Proposal 5: the meeting adopted the proposal on the issuance of medium-term notes by the company in the inter-bank bond market by 7 affirmative votes, 0 negative votes and 0 abstention votes.
In order to effectively optimize the company’s debt structure and reduce financing costs, the company plans to register and issue 4 billion yuan of medium-term notes in the inter-bank bond market. The specific scheme is as follows:
1、 Distribution scheme
1. Issuance scale: it is agreed that the company will issue medium-term notes in China’s inter-bank bond market with a registered amount of 4 billion yuan after being approved by the general meeting of shareholders according to its business conditions. 2. Issuance method: issue by stages. The specific batch and amount of issuance shall be determined before issuance according to capital demand and market conditions.
3. Term of issue: the term of medium-term notes shall not exceed 7 years (including 7 years). It is agreed that the company shall set the option of the issuer to adjust the coupon rate, the option of investors to resell, the option of the issuer to resell and other options according to the company’s capital needs and market conditions.
4. Issuing object: institutional investors in the national inter-bank bond market (except buyers prohibited by national laws and regulations).
5. Purpose of raised funds: to supplement the working capital of the company and its subsidiaries, repay the debts of the company and its subsidiaries or other purposes in line with national laws, regulations and industrial policies. 6. Validity period of the resolution: the validity period of the resolution on the issuance of medium-term notes is 24 months from the date of adoption by the general meeting of shareholders.
2、 Authorization matters
The general meeting of shareholders is requested to authorize the board of directors to decide and handle matters related to this issuance in accordance with the needs of the company and market conditions, including but not limited to:
1. Determine the specific terms, conditions and other matters of the issuance of medium-term notes (including but not limited to the registered amount, issuance amount, term, issuance price, interest rate and its determination method, issuance timing, number of issuance periods, termination of issuance, rating arrangement, repayment of principal and interest and other matters related to the issuance, such as determining the specific arrangement of raised funds within the scope of use approved by the general meeting of shareholders). 2. Decide to hire underwriters and other intermediaries to provide services for the issuance of medium-term notes. 3. Revise, sign and declare all agreements and legal documents related to the issuance of medium-term notes, and go through the formalities of declaration, registration and information disclosure related to the issuance.
4. In case of changes in regulatory policies or market conditions, in addition to the matters that must be voted again by the general meeting of shareholders according to relevant laws, regulations and the articles of association, the specific plan for the issuance of medium-term notes and other related matters can be adjusted accordingly according to the opinions of the regulatory authorities;
5. Handle other matters related to the issuance of medium-term notes.
6. The above authorization starts from the date of deliberation and approval of the general meeting of shareholders to the date of completion of the above authorization.
After obtaining the above authorization from the general meeting of shareholders, the board of directors authorizes the management to decide and handle the above matters.
The proposal needs to be submitted to the general meeting of shareholders for approval.
3、 Documents for future reference 1 The resolution of the board of directors signed by the attending directors and stamped with the seal of the board of directors; 2. Opinions of independent directors; 3. Other documents required by SZSE.
Angang Steel Company Limited(000898) board of directors may 19, 2022
