Securities code: 000933 securities abbreviation: Henan Shenhuo Coal&Power Co.Ltd(000933) Announcement No.: 2022-003 Henan Shenhuo Coal&Power Co.Ltd(000933)
Announcement of resolutions of the 19th meeting 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 held
The 19th meeting of the 8th session of the board of directors of Henan Shenhuo Coal&Power Co.Ltd(000933) (hereinafter referred to as "the company") was held on January 25, 2022 in a combination of on-site meeting and communication voting. The on-site meeting was held in the conference room on the third floor of the headquarters of Guangming Road company, Dongcheng District, Yongcheng City, Henan Province. The meeting was convened and presided over by Mr. Li Hongwei, the chairman of the board of directors. The notice of the meeting of the board of directors and relevant materials have been delivered to all directors, supervisors and senior managers by hand and e-mail on January 20, 2022. Nine directors should attend the meeting and nine actually attended the meeting (all in person, including independent directors Ms. Ma Ping, Mr. Wen Xianjun, Ms. Gu Xiujuan, Mr. Xu Xuefeng and Mr. Huang Guoliang by means of communication voting). The company's supervisors and senior managers attended as nonvoting delegates, which is in line with the provisions of the company law and other laws and regulations and the articles of association.
2、 Deliberations of the meeting
After deliberation by the directors present at the meeting, a resolution was formed by signing and voting as follows:
(I) deliberated and passed the proposal on the company's business plan and infrastructure investment plan in 2022
1. Business plan of the company in 2022
In 2022, the company plans to produce 6.6 million tons of commercial coal, 1.4 million tons of aluminum products, 510000 tons of carbon products, 10.17 billion kwh of self power supply, 1.980 billion kwh of electricity sales, 55000 tons of shaped coke and 77000 tons of aluminum foil without major fluctuations in the market environment.
Under the current market conditions, the company expects the annual fluctuation range of electrolytic aluminum product price to be 17000-23000 yuan / ton, and the annual fluctuation range of alumina price to be 2400-3500 yuan / ton. The average price of the company's main products and raw materials in 2022 is calculated as follows:
Estimated price of the project (including tax)
Aluminum products 18500 yuan / ton
Alumina 2850 yuan / ton
The comprehensive power consumption cost of Xinjiang company is calculated at 0.2359 yuan / kWh, and Yunnan company calculates the catalog price in dry season, normal season and wet season and the weighted output of each period according to the notice on further improving the time of use price mechanism (Exposure Draft) issued by Yunnan Provincial Development and Reform Commission on October 12, 2021
Coal products: Anthracite clean coal 1250 yuan / ton, lean clean coal 1400 yuan / ton
It is estimated that the annual operating revenue will reach 33 billion yuan, and the total operating profit from the main business will reach 5 billion yuan.
Special note: the above business plan does not constitute the company's performance commitment to investors, and investors should maintain sufficient risk awareness.
2. Capital construction investment plan of the company in 2022
(1) Infrastructure plan
In 2022, the company plans 13 key engineering projects with a total investment of 705 million yuan, including 5 coal sectors with a planned investment of 494 million yuan; One Shenlong Baoding new material Co., Ltd. (hereinafter referred to as "Shenlong Baoding"), with a planned investment of 12.35 million yuan; There are seven companies in Xinjiang, with a planned investment of 199 million yuan.
The information of each project is shown in the table below:
Plate serial number project name estimated total investment 2022 planned investment (10000 yuan)
1 technical transformation of Liuhe mine 59903 8336
Reconstruction and expansion of Liangbei Coal Preparation Plant 32089 20264
Transformation of north air shaft hoisting system of Liangbei mine in coal sector 3 3992 3706
4. Filling mining of Liangbei mine 40000 9072
5. Surface area treatment of water disaster in the east wing of mining area 22 of Quandian mine 34000 8000
Shenlong Baoding 6 Shenlong Baoding battery foil dust-free workshop 1235 1235
7 aluminum flue gas desulfurization project 12521 11478 Xinjiang company
8. New boiler water purification station of carbon company 450
9 bulk aluminum oxide powder unloading system project of Aluminum Company 950 950
10 automatic residual pole cleaning system of 400kA loading and unloading station of aluminum industry 1920 1920
11. Newly built fully enclosed dry coal shed 3500
12. Wet electric dust collection is added to the flue gas desulfurization system of carbon roaster 2010 603
13 automatic cleaning project for new package lifting overhaul of aluminum industry 950 950
Total 70464
(2) Project investment plan
In order to seize the opportunity of the explosion of new energy batteries and strengthen the aluminum processing industry, Shenlong Baoding, the holding subsidiary of the company, is agreed to invest in the production and construction project of new energy power battery materials with an annual output of 60000 tons.
According to the project feasibility study report issued by China Color Technology Co., Ltd., the total investment of the project is 1184.9 million yuan, including 100.313 million yuan of construction investment, 136.82 million yuan of working capital and 44.95 million yuan of interest during the construction period. The construction period of the project is three years. After the project is put into operation, it can realize an annual operating income of 1496.53 million yuan and a net profit of 123.94 million yuan. The return on investment of the project is 15.10%, and the investment payback period is 8.2 years (including the construction period).
The voting result of this proposal is: nine votes in favor, none in avoidance, none against and no abstention. The consent vote accounts for 100% of the effective voting rights of the board of directors.
(II) the proposal on providing loan guarantee to Guangxi Longzhou Xinxiang ecological Aluminum Co., Ltd. according to the shareholding ratio was deliberated and adopted
Whereas Guangxi Longzhou Xinxiang ecological Aluminum Co., Ltd. (hereinafter referred to as "Longzhou aluminum"), a joint-stock company of the company, has conducted joint test run in June 2021 and reached production capacity in December 2021. In order to meet its needs for production and operation funds, it is agreed that the company will reduce the project loan guarantee of 1.7 billion yuan originally provided for it according to the shareholding ratio to 1.3 billion yuan, and the guarantee period will remain unchanged, And provide guarantee for its 400 million yuan new credit exposure according to the shareholding ratio, with a guarantee period of 3 years. After this adjustment, the total amount of guarantee provided by the company to Longzhou aluminum is still 612 million yuan. The loan guarantee provided by the company to Longzhou aluminum and the counter guarantee provided by Longzhou aluminum to the company according to the guarantee amount shall be implemented by Mr. Chang Zhen, deputy general manager of the company (also chairman of Longzhou aluminum).
The independent directors of the company have expressed independent opinions on this matter. For details, see the independent opinions of the independent directors of the company on matters related to the 19th meeting of the eighth board of directors disclosed by the company in the designated media on January 27, 2022.
The voting result of this proposal is: nine votes in favor, none in avoidance, none against and no abstention. The consent vote accounts for 100% of the effective voting rights of the board of directors.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
See the announcement of the company on providing loan guarantee to Longzhou aluminum industry (Announcement No.: 2022-004) disclosed by the company in the designated media on January 27, 2022. (III) deliberated and passed the proposal on absorbing and merging wholly-owned subsidiaries Xinjiang Shenhuo Resources Investment Co., Ltd., Xuchang Shenhuo Mining Group Co., Ltd. and Zhengzhou Shenhuo Mining Investment Co., Ltd
In order to further integrate and optimize the existing resource allocation, reduce management levels, simplify management links, reduce management costs and improve operation efficiency, the company is agreed to absorb and merge the wholly-owned subsidiary Xinjiang Shenhuo Resource Investment Co., Ltd. (hereinafter referred to as "Xinjiang Shenhuo") Xuchang Shenhuo Mining Group Co., Ltd. (hereinafter referred to as "Xuchang Shenhuo") and Zhengzhou Shenhuo Mining Investment Co., Ltd. (hereinafter referred to as "Zhengzhou Shenhuo"). After the merger, the independent legal entity qualification of Xinjiang Shenhuo, Xuchang Shenhuo and Zhengzhou Shenhuo will be cancelled, and all their assets, liabilities, rights and interests and all other rights and obligations will be inherited by the company according to law.
Xinjiang Shenhuo, Xuchang Shenhuo and Zhengzhou Shenhuo are wholly-owned subsidiaries of the company, and their financial statements have been included in the scope of the company's consolidated statements. This absorption and merger will not have a substantive impact on the company's normal operation, financial status and profitability, will not have an impact on the company's equity structure and registered capital, and will not damage the interests of the company and all shareholders.
The independent directors of the company have expressed independent opinions on this matter. For details, see the independent opinions of the independent directors of the company on matters related to the 19th meeting of the eighth board of directors disclosed by the company in the designated media on January 27, 2022.
The voting result of this proposal is: nine votes in favor, none in avoidance, none against and no abstention. The consent vote accounts for 100% of the effective voting rights of the board of directors.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
For details of this proposal, please refer to the announcement of the company on absorbing and merging wholly-owned subsidiaries (Announcement No.: 2022-005) disclosed by the company in the designated media on January 27, 2022.
(IV) the proposal on disposal of idle assets of carbon plant (West plant) was deliberated and passed. In view of the fact that Yongcheng carbon plant (West plant) under the company has been shut down for many years, in order to adjust and optimize the asset structure, revitalize idle assets and safeguard the legitimate rights and interests of the company and its shareholders, The company decided to transfer the idle assets (including houses, buildings, structures and other auxiliary facilities, machinery and equipment, etc.) of Yongcheng carbon plant (West plant) through public market listing, and the listing base price is its assessed value of 30.063 million yuan (excluding tax).
The voting result of this proposal is: nine votes in favor, none in avoidance, none against and no abstention. The consent vote accounts for 100% of the effective voting rights of the board of directors.
(V) deliberated and passed the proposal on Revising the internal control management manual
In order to further improve the company's ability to prevent risks and control fraud, and standardize the relevant business processes at all levels of the company's internal management, in accordance with the basic norms of enterprise internal control, the guidelines for the application of enterprise internal control, the guidelines for the evaluation of enterprise internal control, the guidelines for the comprehensive risk management of central enterprises issued by the SASAC, and in combination with the actual situation of the company, The company decided to revise the internal control management manual.
The voting result of this proposal is: nine votes in favor, none in avoidance, none against and no abstention. The consent vote accounts for 100% of the effective voting rights of the board of directors.
See the company's internal control management manual disclosed by the company in the designated media on January 27, 2022 for the details of this proposal.
(VI) deliberated and passed the proposal on the establishment of the Ministry of Justice
With the continuous promotion of the construction of national rule of law, the degree of rule of law is increasing and the legal awareness is gradually improving. The company's handling of litigation related dispute cases has become normal. At present, the function of the Legal Affairs Section of the board office is far from meeting the needs of the rapid development and growth of the company and the changes of internal and external legal environment Improve the company's decision-making, operation and management level according to law, and agree to establish a legal department. The voting result of this proposal is: nine votes in favor, none in avoidance, none against and no abstention. The consent vote accounts for 100% of the effective voting rights of the board of directors.
(VII) the proposal of convening the company's first extraordinary general meeting in 2022 was deliberated and adopted. The voting result of this proposal was: nine votes in favor, none in avoidance, none against and no abstention. The consent vote accounted for 100% of the effective voting rights of the board of directors.
See the notice of the company on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-006) disclosed by the company in the designated media on January 27, 2022.
3、 Documents for future reference
1. Resolutions of the 19th meeting of the 8th session of the board of directors of the company signed by the attending directors and stamped with the seal of the board of directors;
2. Independent opinions of the company's independent directors on matters related to the 19th meeting of the 8th board of directors.
It is hereby announced.
Henan Shenhuo
