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Announcement on the Resolutions of the 21st Meeting of the Fourth Board of Directors of China Chemical Engineering Corporation

2021-04-29View Original

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Securities Code: 601117 Stock Short Name: Sinochem Announcement Number: Lin2021-020 The board of directors of the company and all its directors guarantee that there are no false records, misleading statements, or significant omissions in the content of this announcement, and they assume individual and joint responsibility for its accuracy, truthfulness, and completeness. I. Meeting of the Board of Directors The notice of the 21st meeting of the fourth board of directors of China National Chemical Engineering Corporation (hereinafter referred to as “the Company”) was sent on April 16, 2021, via email and in written form. The meeting was held on April 28, 2021, in the conference room on the 10th floor of the company’s headquarters. This meeting was held via on-site voting. Out of the 7 directors who were supposed to attend, 6 actually showed up; among them, Mr. Dai Hegen, the chairman, delegated his voting rights to Mr. Liu Jiaqiang, the director and general manager. The holding of this meeting complies with the relevant provisions of laws, regulations, normative documents, as well as the company’s articles of association and the rules of procedure for the board of directors. The meeting was chaired by Mr. Dai Hegen, Chairman of the Company. II. Deliberations at the Board of Directors Meeting 1. The “Proposal on the Company’s Financial Settlement Report for the Year 2020” was approved ; Voting results: 7 votes in favor, 0 votes against, 0 abstentions. Agree to submit this proposal to the general meeting of shareholders for consideration. 2. Review and approve the “Proposal on the Recognition of Impairment Provisions by the Company” ; Voting results: 7 votes in favor, 0 votes against, 0 abstentions. 3. Review and approve the “Proposal on the Distribution of Company Profits for the Year 2020” ; The shareholders agree that the company shall, based on the total share capital registered as of the record date for the distribution of dividends, pay a cash dividend of 2.23 yuan (including taxes) per 10 shares. As of December 31, 2020, the company’s total share capital was 4,933,000,000 shares; based on this figure, the total amount of dividends to be distributed is 1,100,059,000 yuan. The ratio of the total cash dividends proposed to be distributed to the net profit attributable to the shareholders of the listed company for that year is 30.06%. The remaining undistributed profits of the parent company amount to 6,594,521,624.31 yuan, which will be carried forward to future years. 4. Approved the “Proposal on the Company’s Comprehensive Credit Limit Plan for the Year 2021” ; Voting results: 6 votes in favor, 0 votes against, 0 abstentions. 5. Approved the “Proposal on the Company’s Guarantee Plan for Its Subsidiaries for the Year 2021” ; 6. Approved the “Proposal on the Report on the Placement and Use of Funds Raised by the Company for the Year 2020” ; Voting results: 7 votes in favor, 0 votes against, 0 abstentions. 7. Review and pass the “Proposal on Appointing the Audit Firm for the Company’s 2020 Audit and Determining the Audit Fees” ; 8. Approved the “Proposal on Changes to Accounting Policies” ; Voting results: 7 votes in favor, 0 votes against, 0 abstentions. 9. Review and approve the “Proposal on the Company’s 2020 Annual Report” ; 10. Review and approve the “Proposal on the Company’s First Quarter Report for 2021” ; Voting results: 7 votes in favor, 0 votes against, 0 abstentions. 11. Review and pass the Resolution on Related Party Transactions Involving Donghua Technology’s Transfer of 100% of the Equity in Donghua Factoring ; Mr. Dai Hegen and Mr. Liu Jiaqiang abstained from voting as related directors. Voting results: 5 votes in favor, 0 votes against, 0 abstentions. 12. Approved the “Resolution on the Completion of the Company’s Investments in 2020 and the Investment Plan for 2021” ; 13. Approved the “Resolution on the General Manager’s Work Report for the Year 2020” ; Voting results: 7 votes in favor, 0 votes against, 0 abstentions. 14. Review and approve the “Proposal on the Company’s Internal Control Assessment Report for the Year 2020” ; Voting results: 7 votes in favor, 0 votes against, 0 abstentions. 15. Review and approve the “Proposal on the Company’s Internal Control Audit Report for the Year 2020” ; Voting results: 7 votes in favor, 0 votes against, 0 abstentions. 16. Deliberate and approve the “Proposal on the Company’s 2020 Corporate Social Responsibility Report” ; Voting results: 7 votes in favor, 0 votes against, 0 abstentions. 17. Review and adopt the “Proposal on the Company’s 2021 Targeted Poverty Alleviation Plan” ; Voting results: 7 votes in favor, 0 votes against, 0 abstentions. 18. Deliberate and approve the “Proposal on the Estimated Routine Related-Party Transactions of the Company for the Period 2021–2023” ; 19. Approved the “Proposal on the Conclusion of a Framework Agreement on Related Party Transactions between the Company and Its Related Parties” ; 20. Deliberate and approve the “Proposal on Purchasing Annual Liability Insurance for the Company’s Directors, Supervisors, and Senior Management” ; 21. Approved the “Proposal on Requesting the General Meeting of Shareholders to Extend the Validity Period of the Authorization Granted to the Company’s Board of Directors and Its Authorized Persons to Handle in Full Responsibility the Specific Matters Related to this Private Placement of Shares” ; To ensure the smooth progress of the company’s current private placement of shares, the Board of Directors agrees to propose to the shareholders’ general meeting that the validity period for authorizing the Board of Directors and its authorized representatives to handle all matters related to this private placement be extended by 12 months, starting from the date of expiration. Apart from extending the validity period of the authorization, all other terms of the authorization remain unchanged. 22. Approved the “Proposal on Extending the Validity Period of the Shareholders’ Meeting Resolution Regarding the Company’s Private Placement of Shares” ; To ensure the smooth progress of the company’s private stock issuance, the company’s board of directors intends to propose to the shareholders’ meeting that the validity period of the resolution regarding the private stock issuance be extended by 12 months from the date it expires. Apart from extending the validity period of the resolution, all other elements of the plan for this private stock issuance remain unchanged. 23. Review and approve the “Resolution on the Company’s Board of Directors’ Work Report for the Year 2020” ; 24. Approved the “Resolution on the Independent Directors’ Performance Reports for the Year 2020” ; Voting results: 7 votes in favor, 0 votes against, 0 abstentions. Agree to report this proposal to the shareholders’ meeting. 25. Review and approve the “Resolution on the Report on the Performance of the Company’s Board of Directors’ Audit Committee for the Year 2020” ; Voting results: 7 votes in favor, 0 votes against, 0 abstentions. 26. Approval of the Resolution on Convening the 2020 Annual General Meeting of Shareholders ; Following discussions at the meeting, the Board of Directors agreed to convene the company’s 2020 Annual General Meeting on May 20, 2021. Voting results: 7 votes in favor, 0 votes against, 0 abstentions. This is to announce. Sinochem Engineering Corporation April 28, 2021 Securities Code: 601117 Stock Short Name: Sinochem Announcement Number: Lin2021-027 Sinochem Engineering Corporation Announcement on Changes in Accounting Policies Key Points: ● This change in accounting policies will not have a significant impact on the company’s financial condition, operating results, or cash flows; there is no risk of harm to the interests of the company or its minority shareholders. I. Overview of Accounting Policy Changes In accordance with Accounting Standards for Business Enterprises No. 21 – Leases, issued by the Ministry of Finance on December 14, 2018 (Caikuai [2018] No. 35; hereinafter referred to as the new lease standards), enterprises that are listed both domestically and internationally, as well as those listed overseas and prepare their financial statements in accordance with International Financial Reporting Standards or Accounting Standards for Business Enterprises, are required to apply these new lease standards starting from January 1, 2019 ; Other enterprises that follow accounting standards for businesses shall apply the new lease standards as of January 1, 2021. In accordance with the aforementioned provisions, China National Chemical Engineering Corporation (hereinafter referred to as the “Company”) began to apply the new lease standards as of January 1, 2021. On April 28, 2021, the company held the 21st meeting of its fourth board of directors, during which the resolution on the change in the company’s accounting policies was approved, allowing the company to make the necessary adjustments to its previous accounting policies. Accounting policies applied prior to the change: Before this change in accounting policies, the company adhered to the \"Basic Accounting Standards for Enterprises\" issued by the Ministry of Finance, \"Accounting Standard No. 21 – Leases\", as well as various specific accounting standards, guidelines for the application of accounting standards, interpretive announcements regarding accounting standards, and other relevant regulations. Accounting policies to be adopted after the change: Following this change in accounting policies, the company will comply with the new leasing standards. The remaining unchanged parts continue to be governed by the \"Accounting Standards for Business Enterprises – Basic Standards\" issued previously by the Ministry of Finance, as well as various specific accounting standards, guidelines for the application of accounting standards for business enterprises, interpretive announcements regarding accounting standards for business enterprises, and other relevant regulations. II. Details of this change in accounting policy: In accordance with the relevant provisions of the new leasing standards, the classification of leases into operating leases and finance leases for lessees is eliminated. Except for short-term leases and leases of low-value assets, at the commencement date of a lease, the lessee shall recognize a right-of-use asset and a lease liability for all leases, and shall account for depreciation and interest expenses separately. After the commencement date of the lease, the lessee shall measure the right-of-use asset using the cost model. III. Impact of this change in accounting policy on the company According to the provisions regarding the transition from the old to the new standards, during the transition period, the new leasing standards allow for two methods to be used: one is the retrospective adjustment method, which involves adjusting the financial information for comparable periods ; Second, a simplified approach is adopted, which involves adjusting the retained earnings and other relevant items in the financial statements as of the beginning of the year in which these standards are first applied, based on the cumulative impact of such application; financial information for prior periods is not adjusted. In line with the above regulations, the company began to apply the new lease standards as of January 1, 2021. During the transition period, a simplified approach was used. When preparing the financial statements for the first quarter of 2021, the cumulative effects resulting from the implementation of the new lease standards were as follows: the right-of-use asset account increased by 51.9793 million yuan, the prepayments account decreased by 2.4748 million yuan, the lease liability account increased by 40.7450 million yuan, the long-term payables account decreased by 0.0011 million yuan, and the non-current liabilities due within one year increased by 8.7704 million yuan. The implementation of the new leasing standards by the company does not involve any retroactive adjustments to prior years’ financial statements, and it has no impact on the relevant financial indicators for the year 2020 and earlier. IV. Independent Opinion of Independent Directors on the Change in Accounting Policies This change in accounting policies is a reasonable adjustment made in accordance with the accounting standards revised and issued by the Ministry of Finance; it complies with relevant regulations. Implementing this change in accounting policies will enable an objective and fair reflection of the company’s financial condition and operating results, and it will not have a significant impact on the company’s financial statements. There is no risk of harm to the interests of the company and all shareholders, particularly the minority shareholders. The decision-making process for this change in accounting policy complies with relevant laws and regulations; therefore, this change in accounting policy is approved. V. Supervisory Board’s Opinion The company’s supervisory board has reviewed the proposal and issued the following opinion: The company’s adjustment of its accounting policies in accordance with Accounting Standard No. 21 – Leases, as revised and issued by the Ministry of Finance, is a reasonable change made in compliance with the regulations and requirements set forth by the Ministry of Finance. The revised accounting policies are in line with relevant regulations and the actual situation of the company, and there is no scenario that could harm the interests of the company or its shareholders. This change in accounting policies does not involve any retrospective adjustments to the Company’s financial data from prior years, and will have no significant impact on the Company’s financial position, operating results, or cash flows. Securities Code: 601117 Stock Short Name: Sinochem Announcement Number: Lin2021-028 Announcement by Sinochem Engineering Corporation on Re-signing the Tripartite Supervision Agreement for the Special Account Used to Store Funds Raised Following a Change in the Sponsor Institution Sinochem Engineering Corporation (hereinafter referred to as the “Company”) approved the relevant resolutions regarding the private issuance of A-share stocks at its annual general meeting in 2019. As required for the issuance, the Company has engaged China International Capital Corporation Limited (hereinafter referred to as “CICC”) as the sponsor for this private placement of A-shares. Consequently, the “Tripartite Supervision Agreement on the Special Account for Raised Funds” previously signed between the Company, the former sponsor CITIC Construction Investment Securities Co., Ltd. (hereinafter referred to as “CITIC Construction Investment”), and the relevant bank where the raised funds are deposited has been terminated. CICC will assume the remaining ongoing supervision duties previously undertaken by CITIC Construction Investment. In light of the change in the company’s sponsoring institution, and in order to further standardize the management of the funds raised by the company and protect the rights and interests of investors, in accordance with regulations such as the China Securities Regulatory Commission’s “Guidelines No. 2 for the Supervision of Listed Companies – Requirements for the Management and Use of Funds Raised by Listed Companies” and the “Rules for the Management of Funds Raised by Listed Companies on the Shanghai Stock Exchange (Revised in 2013)”, the company, together with its sponsoring institution CICC, as well as Beijing Yongdingmen Branch of Industrial Bank Co., Ltd. and Beijing Chongwai Street Branch of Bank of China Co., Ltd. (collectively referred to as the “banks for holding the funds raised”), have signed a Tripartite Supervision Agreement regarding the holding of such funds. The relevant details are announced as follows: I. Basic information on the funds raised With the approval granted by the China Securities Regulatory Commission in its decision “On Approving the Initial Public Offering of Shares by Sinochem Engineering Corporation” (Document No. ZJYF1217), and with the consent of the Shanghai Stock Exchange, the company issued 1,233,000,000 ordinary shares (A-shares) to the public on December 25, 2009, at an issue price of 5.43 yuan per share. The total amount of funds raised was 6,695,190,000.00 yuan; after deducting the issuance costs, the actual net amount of funds raised was 6,562,643,288.36 yuan. The aforementioned funds were fully deposited into the company’s special account for raised funds on December 30, 2009, and were verified through the capital verification report No. Daxin Jianzi (2009) 1-0042 issued by Daxin Accounting Firm Co., Ltd. The company has implemented a system of holding raised funds in dedicated accounts. II. Signing of the Tripartite Supervision Agreement for the Storage of Raised Funds and Opening of the Special Account for Such Funds: Given that CITIC Construction Investment has failed to fulfill its obligations regarding ongoing supervision of the company, these duties have been taken over by CICC. The company and CICC have signed a Tripartite Supervision Agreement for the Storage of Raised Funds with the bank that holds the special account for these funds (hereinafter referred to as the “Tripartite Supervision Agreement”). The terms of this agreement do not differ significantly from those specified in the Tripartite Supervision Agreement (Template) issued by the Shanghai Stock Exchange. As of December 31, 2020, the balance in the company’s special account for raised funds was as follows: III. Main contents of the Tripartite Supervision Agreement The company (hereinafter referred to as “Party A”), the bank where the funds are held in a special account (hereinafter referred to as “Party B”), and CICC (hereinafter referred to as “Party C”) have reached the following agreement through consultation: 1. Party A has opened a special account for raised funds with Party B; this account is intended solely for storing and using the funds raised from the company’s initial public offering for specific investment projects, and shall not be used for any other purposes. Party A may deposit a portion of the funds raised in the special account for such funds in time deposits with different maturity periods, and shall notify Party C in a timely manner. Party A commits to transferring the aforementioned certificates of deposit to the special account for raised funds specified in this agreement in a timely manner upon their maturity for management, or to renewing them in the form of certificates of deposit, and to notify Party C. Party A’s deposit certificates cannot be pledged. 2. Both Party A and Party B shall jointly abide by laws, regulations, and rules such as the \"Bill Law of the People’s Republic of China\", the \"Measures for Payment and Settlement\", and the \"Administrative Provisions on RMB Bank Settlement Accounts\". 3. As the sponsor of Party A, Party C shall, in accordance with relevant regulations, appoint a sponsoring representative or other staff members to supervise the use of the funds raised by Party A. Party C undertakes to fulfill its sponsorship duties regarding Party A’s management of funds raised, and to carry out ongoing supervision, in accordance with the \"Administrative Measures for Sponsorship of Securities Issuance and Listing\", the \"Administrative Measures for the Management of Funds Raised by Listed Companies on the Shanghai Stock Exchange\", as well as the fund-raising management system established by Party A. Party C may exercise its supervision rights through methods such as on-site inspections and written inquiries. Party A and Party B shall cooperate with Party C’s investigations and inquiries. Each semi-annual on-site inspection by Party C of Party A shall also include an examination of the conditions of the special account storage. 4. Party A authorizes the sponsor representatives designated by Party C, Zhang Xuekong and Zhou Mengyu, to visit Party B at any time to inquire about and copy the documents related to Party A’s special account ; Party B shall provide it with the necessary information regarding the special account in a timely, accurate, and complete manner. When the sponsor representative inquires with Party B regarding the details of Party A’s special account, they must present their valid identification ; Other staff members designated by Party C who wish to inquire with Party B regarding the details of Party A’s special account must present their valid identification documents as well as a letter of introduction from their employer. 5. Party B shall issue to Party A a true, accurate, and complete statement of accounts for the special account on a monthly basis (by the 10th of each month), and send a copy to Party C. 6. If Party A withdraws an amount from the special account that exceeds 50 million yuan in a single transaction or over a period of 12 months, and such amount represents 20% of the net amount remaining after deducting the issuance costs from the total funds raised through the issuance, Party A shall promptly notify Party C by fax, along with a list of expenditures from the special account. 7. Party C has the right to replace the designated sponsor representative in accordance with relevant regulations. If Party C replaces the sponsoring representative, it shall notify Party B in writing of the relevant supporting documents, and shall also provide in writing the contact information of the new sponsoring representative as required by this agreement. The replacement of the sponsoring representative does not affect the validity of this agreement. 8. If Party B fails to submit statements to Party A in a timely manner for three consecutive times, or if it fails to cooperate with Party C in the investigation of the special account, Party A may unilaterally terminate this agreement and close the special account for raised funds, either on its own initiative or at the request of Party C. 9. Should Party C become aware that Party A or Party B fails to perform its obligations under this Agreement as stipulated, it shall promptly submit a written report to the Shanghai Stock Exchange upon becoming aware of such facts. 10. This Agreement shall be governed by and construed in accordance with the laws of China. The three parties agree that any dispute arising out of or in connection with this agreement shall be resolved through friendly consultations among the disputing parties. If the dispute cannot be resolved through negotiation, at the request of either party, the dispute shall be submitted to the China International Economic and Trade Arbitration Commission for arbitration in Beijing in accordance with its arbitration rules and procedures. The three parties agree to apply the ordinary arbitration procedure, and the arbitral tribunal shall consist of three members. The arbitral award is final and binding on all parties to the dispute. 11. This agreement shall come into force as of the date when the legal representatives of Party A, Party B, and Party C, or their authorized representatives, sign it and affix the official seals of their respective entities, and shall become invalid as of the date when all funds in the special account have been spent and the account is closed in accordance with the law. 12. This Agreement is made in ten copies. Each of Party A, Party B, and Party C shall hold one copy; one copy shall be filed with the Shanghai Stock Exchange and one with the Beijing Regulatory Bureau of the China Securities Regulatory Commission. The remaining copies shall be kept by Party A for its own use. IV. Documents for Reference: “Tripartite Supervision Agreement for the Storage of Funds Raised in Special Accounts”. Securities Code: 601117; Securities Short Name: Sinochem. Announcement Number: 2021-030. Sinochem Engineering Corporation – Notice on Convening the 2020 Annual General Meeting of Shareholders. ● Date of the General Meeting: May 20, 2021. ● Online voting system to be used for this meeting: The online voting system of the Shanghai Stock Exchange’s General Meeting of Shareholders. I. Basic Information on the Meeting: (i) Type and session of the General Meeting: 2020 Annual General Meeting of Shareholders. (ii) Organizer of the General Meeting: The Board of Directors. (iii) Voting methods: The voting method adopted for this meeting is a combination of on-site voting and online voting. (iv) Date, time, and location of the on-site meeting: Location: Sinochem Engineering Building. (v) System for online voting, as well as the start and end dates and voting times. Online voting system: The online voting system for the shareholders’ meetings of the Shanghai Stock Exchange. As of May 20, 2021, the Shanghai Stock Exchange’s online voting system is used; voting through the trading system’s voting platform takes place during the trading hours on the day of the shareholders’ meeting, namely from 9:15–9:25, 9:30–11:30, and 13:00–15:00 ; The voting time through the internet voting platform is from 9:15 to 15:00 on the day of the shareholders’ meeting. (VI) Voting procedures for accounts related to margin trading, securities lending, repurchase agreements, and Shanghai-Hong Kong Stock Connect investors: Voting related to accounts involved in margin trading, securities lending, repurchase agreements, as well as Shanghai-Hong Kong Stock Connect investors shall be carried out in accordance with relevant regulations such as the \"Detailed Rules for Online Voting at the General Meetings of Shareholders of Listed Companies on the Shanghai Stock Exchange\". (VII) Matters involving the public solicitation of shareholders’ voting rights: None. II. Items for deliberation at the meeting: Proposals to be considered at this shareholders’ meeting and types of shareholders entitled to vote. 1. The dates and media on which each proposal was disclosed: Proposal 2 was approved at the 20th meeting of the Fourth Board of Directors; Proposals 1 and 3–13 were approved at the 21st meeting of the Fourth Board of Directors; Proposal 14 was approved at the 9th meeting of the Fourth Supervisory Board. The relevant announcements were published on April 29, 2021. The media outlets disclosed in the aforementioned announcement are Securities Times, Securities Daily, Shanghai Securities News, and the Shanghai Stock Exchange website www.sse.com.cn. 2. Resolutions requiring special approval: 11, 12
3. Resolutions involving separate voting for small and medium-sized investors: 3, 4, 5, 11, 12
4. Resolutions requiring related shareholders to abstain from voting: 7, 8
Names of related shareholders required to abstain from voting: China National Chemical Engineering Group Co., Ltd., CNCEC Construction Investment Group Co., Ltd.
5. Resolutions involving participation of preferred shareholders in voting: None

III. Precautions regarding voting at the shareholders’ meeting
(a) Shareholders of the Company wishing to exercise their voting rights via the online voting system for shareholders’ meetings provided by the Shanghai Stock Exchange may do so either by accessing the trading system’s voting platform (through the trading terminals of designated securities firms) or by using the Internet voting platform (website: vote.sseinfo.com). Investors who are voting on an internet voting platform for the first time need to complete shareholder identity verification. For specific instructions, please refer to the website guidelines of the online voting platform. (II) When shareholders exercise their voting rights through the online voting system of the Shanghai Stock Exchange’s general meeting of shareholders, if they possess multiple shareholder accounts, they may use any of those accounts holding shares in the company to participate in the online voting. After voting, it is deemed that the ordinary shares of the same class or the preferred stocks of the same type in all of the shareholders’ accounts have each cast a vote with the same opinion. (III) If the same voting right is used to vote repeatedly through on-site voting, the exchange’s online voting platform, or other means, the result of the first vote shall prevail. (IV) The proposals can be submitted only after all shareholders have voted on them. IV. Eligible Participants in the Meeting (1) Company shareholders registered with the Shanghai Branch of China Securities Registration and Settlement Corporation as of the close of trading on the share registration date are entitled to attend the general meeting of shareholders (for specific details, see the table below); they may also appoint a proxy in writing to attend the meeting and vote on their behalf. The agent does not have to be a shareholder of the company. (II) Directors, supervisors, and senior management personnel of the company. (III) Lawyers hired by the company. (IV) Other persons V. Methods of conference registration (I) Registration method: Individual shareholders who attend the conference in person shall present their identity card or other valid identification documents or proofs, as well as their stock account card ; When an authorized representative attends a meeting, in addition to presenting the principal’s valid identification and stock account card, the representative must also show their own valid identification as well as the shareholder’s power of attorney ; Corporate shareholders shall be represented at the meeting by their legal representative or an agent authorized by the legal representative. When the legal representative attends a meeting, they must present their ID card and a valid document proving their qualification as a legal representative ; If an authorized representative attends the meeting, they must present their own identity card, as well as a written power of attorney issued legally by the legal representative of the corporate shareholder. Shareholders located outside Beijing can also complete the registration procedures by mail or fax (the date of postage stamp on the letter or the date of sending the fax should not be later than May 19, 2021). (II) Registration time: From May 18 to May 19, 2021 (working days), from 9:00–11:30 in the morning and from 1:00–4:30 in the afternoon. (III) Registration address: Board of Directors Office, Room 706, China Chemical Engineering Building, No. 2 Dongzhimennei Street, Beijing. VI. Other Matters (1) Contact Information for the Meeting: Mailing address: Room 706, China Chemical Engineering Building, No. 2 Dongzhimen Nei Street, Dongcheng District, Beijing. Contact department: Board of Directors Office. Phone number: 010-59765652. Contact person: Zhu Zhuhua. Fax number: 010-59765659. Postal code: 100007. (2) All shareholders attending the in-person meeting of this shareholders’ meeting shall bear their own expenses. This is to announce. Board of Directors of China National Chemical Engineering Corporation, April 29, 2021 Attachment 1: Power of Attorney Submission documents Resolution of the Board of Directors proposing the holding of this shareholders’ meeting Attachment 1: Power of Attorney Power of Attorney To China National Chemical Engineering Corporation: I hereby appoint Mr./Ms. [Name] to represent our company (or myself) at the annual shareholders’ meeting of your company for the year 2020, which will be held on May 20, 2021, and to exercise voting rights on our behalf. Number of ordinary shares held by the principal: Number of preferred shares held by the principal: Principal’s stock account number: Principal’s signature (seal): Agent’s signature: Principal’s ID number: Agent’s ID number: Date of authorization: Year Month Day Remarks: The principal shall select one from the options “agree,” “disagree,” or “abstain” in the authorization form and mark it with “√”; in cases where no specific instructions are given by the principal, the agent has the right to vote as they see fit. Company Code: 601117 Company Abbreviation: Sinochem China Chemical Engineering Corporation Summary of the 2020 Annual Report I. Important Notes 1. This summary of the annual report is derived from the full text of the annual report; in order to gain a comprehensive understanding of the company’s operational results, financial condition, and future development plans, investors should read the full text of the annual report on websites such as the Shanghai Stock Exchange and other media designated by the China Securities Regulatory Commission. 2. The board of directors, the supervisory board, as well as the directors, supervisors, and senior management personnel of the company guarantee that the content of the annual report is true, accurate, and complete, with no false records, misleading statements, or significant omissions, and they assume individual and joint legal responsibility for this. 3. Status of directors who have not yet been appointed. 4. Lixin Accounting Firm (a special general partnership) has issued an audit report with a standard unqualified opinion for the company. 5. The profit distribution plan for the reporting period or the plan to use retained earnings to increase share capital, as reviewed by the board of directors: The company intends to distribute a cash dividend of 2.23 yuan (including taxes) per 10 shares to all shareholders, based on a total share count of 4,933,000,000 shares as of December 31, 2020. The total amount of cash dividends to be distributed is 1,100,059,000 yuan. This ratio of the total cash dividends to the net profit attributable to the shareholders of the listed company for that year is 30.06%. The aforementioned profit distribution plan still needs to be approved by the shareholders’ meeting. II. Basic Information of the Company (I) Company Overview (II) Brief Introduction to the Company’s Main Business During the Reporting Period 1. Overview of the Company’s Main Business China Chemical is a knowledge-intensive engineering construction company that integrates research and development, investment, surveying, design, procurement, construction, and operation. It is currently the company in this industry with the most comprehensive qualifications, the fullest range of functions, the most complete business chain, and the highest level of knowledge and technical expertise. Its business areas mainly include construction projects (chemical engineering, infrastructure, environmental management), industrial operations, and modern service industries. Its project achievements are spread across all provinces in China as well as more than 50 countries and regions around the world. By utilizing the world’s most advanced delivery technologies and tools, we provide owners with safe, professional, intelligent, and cutting-edge engineering services to build first-class modern production facilities. 2. Main business and business model (1) Construction engineering services China Chemical provides owners with comprehensive services covering the entire process and entire industrial chain of engineering construction, including project consulting, planning, surveying, foundation treatment, design, procurement, construction, installation, commissioning, operation and maintenance, as well as investment and financing. Construction engineering services constitute the company’s core business, covering areas such as chemical engineering, coal chemical engineering, petrochemical engineering, new materials, new energy, power, environmental protection, and infrastructure. In the field of coal chemical industry, Sinochem possesses the most core and advanced technologies, holds the vast majority of the domestic market share, and is in a leading position internationally. In the chemical and petrochemical industries, China Chemical possesses advanced and mature technologies and equipment in the industry, enabling it to hold a significant market share both domestically and internationally. The company is dedicated to providing integrated engineering services in research and development, investment, design, procurement, construction, and operation. It boasts a team of international professionals with extensive experience and a global perspective, as well as strong technical capabilities and rich experience in project management. The company has completed numerous projects under the \"863 Program\" and has won many awards both domestically and internationally. Business model: The company’s business model in engineering contracting mainly includes engineering general contracting (EPC, EP, PC), construction general contracting, construction contracting, and specialized contracting. EPC contracting refers to the provision of contracting services for the entire project process or certain stages thereof – including consultation, surveying, design, procurement, construction, and commissioning (final acceptance) – as agreed upon in a contract, commissioned by the owner. General construction contracting refers to the situation where the client of a construction project entrusts all construction tasks to a general contracting unit with the appropriate qualifications. Construction contracting refers to undertaking the construction tasks for certain individual projects or specialized works from the owner or the general construction contractor. Professional contracting refers to the practice whereby the employer assigns specific tasks within a project to enterprises that possess the appropriate qualifications. Our company predominantly adopts the Engineering, Procurement and Construction (EPC) and construction general contracting models. The business model for engineering services in the areas of surveying, design, supervision, and consulting involves being entrusted by the client to strictly comply with **laws and regulations, international and industry standards, as well as the client’s requirements in order to complete the assigned tasks. The company innovates its business models, adhering to the principle of \"controllable risks and predictable returns\" as it continuously seeks to provide comprehensive solutions that combine \"investment + EPC + financing + operation\". (2) Manufacturing and Others: China Chemical has adopted a development strategy that focuses on its core manufacturing activities, pursuing specialization, diversification, and internationalization. It adheres to the principle of \"innovation-driven growth,\" emphasizes the importance of manufacturing in enterprise development, and explores an integrated development model that combines technology with industry. Technology research and development serve as the core element that drives engineering and manufacturing progress. The company focuses on the research and development of high-performance fibers, special synthetic rubbers, engineering plastics, and other advanced materials, aiming to tackle key technical challenges and expand into areas of high-value products in the new materials sector. Business model: The industrial model pursued by the company involves using core technologies developed in-house, or high-level scientific and technological innovations acquired through joint research and development, mergers and acquisitions, or purchases, to invest in the construction of production facilities, manufacture products, and sell them. Secondary enterprises are encouraged to act as the main entities for industrial investment, taking responsibility for technology development and introduction, surveying, design, construction, and operation; they also undertake industrial projects using models such as BT, BOT, and BOOT. (3) Modern service industries: CNPC develops modern service industries represented by financial services as part of its core business. Focusing on the integration of industry and finance, it follows the strategy of \"developing and strengthening industrial financial institutions, actively engaging in capital operations, and striving to expand into financial markets.\" With the goal of serving the industrial chain and supporting the development of its core business, CNPC makes great efforts to develop financial services with its own characteristics. It makes full use of industrial financial institutions such as finance companies and fund management companies, leverages capital markets and financial instruments, and relies on the resources of its affiliated enterprises to enhance the company’s capabilities in providing financial and consulting services, thereby offering professional financial services and low-cost funding support for the company’s development ; Actively explore, innovate, and diversify financing channels, combining various options and short- and long-term solutions to meet funding needs, reduce financial costs, and fully support the financing requirements for the company’s operations as well as its projects both domestically and internationally. This approach aims to leverage the synergistic effects of integrating production and finance in order to help achieve the company’s strategic goals. Business model: Market development is driven by investment, with large-scale projects being carried out through investment and financing methods such as equity investment, integration of industry and urban areas, and area development. Introduce external capital using a small amount of internal funds to facilitate financing for key projects. By making modest investments, integration of planning, design, construction, and operation is promoted to foster the development of green, safe, and standardized industrial parks that combine industry with finance. 3. Industry Analysis In 2020, faced with a severe and complex domestic and international environment, particularly the severe impact of the COVID-19 pandemic, the global economy experienced negative growth for the first time since World War II. The effects of the pandemic varied across different economies: developed economies as a whole saw an economic contraction of 5.8%, with the United States experiencing a decline of 4.3% and the Eurozone an 8.3% decline ; Emerging markets and developing economies experienced a growth rate of -3.3%; this economic contraction led to falling prices, rising unemployment, reduced trade and cross-border investment, as well as volatile commodity prices. Various economies adopted temporary monetary and fiscal policies in different forms to mitigate the impact of the pandemic on their economies. In the third quarter of 2020, many economies began to recover from the downturn, but the pace of global economic recovery slowed down as a new wave of infections emerged in the fourth quarter. Thanks to China’s rapid response and effective control of the pandemic, the Chinese economy began to recover strongly in the second quarter, achieving growth once again and becoming the only major economy in the world to record positive growth. In 2020, China’s GDP grew by 2.3% on an annual basis, reaching 101.6 trillion yuan and thus crossing the threshold of 100 trillion yuan. The main economic targets were successfully achieved, marking a successful conclusion to the 13th Five-Year Plan and laying the foundation for the start of the 14th Five-Year Plan. The total output value of the construction industry nationwide was 26.4 trillion yuan, an increase of 6.2% compared with the previous year ; National fixed-asset investment (excluding rural households) amounted to 52 trillion yuan, an increase of 2.9% compared with the previous year; among this, investment in infrastructure (excluding the electricity, heat, gas, and water production and supply sectors) increased by 0.9% over the same period. (1) Chemical engineering: In 2020, the COVID-19 pandemic combined with low oil prices posed unprecedented challenges to the petrochemical industry; key economic indicators such as annual revenue, profits, and total import and export volumes all declined compared to the previous year. In the fight against the pandemic, certain chemical products are essential for daily life; moreover, the demand for chemicals used in pandemic prevention such as alcohol, surfactants, and certain polyolefins increased despite the overall downturn. As a result, the impact of the pandemic on the chemical industry remained relatively under control, allowing it to act as a \"stabilizer\" and a \"ballast\" to ensure the stable growth of the national economy. (1) In the petrochemical sector, 2019–2025 will be a period of intensive construction of large-scale integrated refining and chemical plants, with various projects planned earlier progressing steadily. First, private enterprises have been actively involved in the construction of large-scale integrated oil refining and petrochemical complexes. Integrated projects such as Dalian Hengli and Zhejiang Petrochemical Zhoushan have all achieved high-quality, efficient, and large-scale production. Local refiners like Lihuayi are also actively exploring paths for transformation and upgrading. Secondly, multinational companies are actively entering China’s petrochemical industry; the new material production facilities built by BASF and ExxonMobil at a cost of $10 billion each have begun operations one after another. In the future, there will be significant improvements in the scale of concentration within the petrochemical industry, its overall technical level, the structure of its production layout and supply chain, as well as its global competitiveness. (2) In terms of coal chemical industry, in 2020, the steep decline in international oil prices had a significant impact on this sector. However, China enjoys resource and technological advantages in the development of its coal chemical industry. Acting as a reserve technology, it is gradually evolving toward greater refinement, higher end-use applications, and deeper processing, thereby continuously increasing the added value of its products. In 2020, the company signed contracts to implement several large-scale projects for producing ethylene glycol from coal as well as coal coking projects, thereby further strengthening its leading position in the field of coal chemical manufacturing. (3) In the field of new chemical materials, the company leverages its innovation capabilities to strengthen its industrial foundation. It accelerates efforts to address shortcomings in key products, enhance and optimize the performance of existing materials, and promote the market application of new materials, thereby fostering coordinated development across the upstream and downstream sectors. Technological innovations such as caprolactam, adiponitrile, and silicon-based aerogels have already been or are currently being transformed into practical productive forces; these will also serve as new growth drivers for the company. The entire chemical industry is gradually increasing its investments in digitalization, networking, and intelligent technologies. Holistically enhancing the industry’s level of green and safe development, as well as accelerating the formation of new green development models, has become an urgent task for the high-quality development of the chemical sector as a whole. In the future, the chemical industry will continue to vigorously promote clean production by implementing clean production technology upgrades in traditional industries, optimizing the structure of raw materials and products, phasing out outdated facilities characterized by high energy consumption, high emissions, and heavy pollution, thereby fostering new competitive advantages for traditional industries ; At the same time, we will vigorously promote innovation in green technologies, expedite the development of evaluation criteria for green products, green factories, and green industrial parks, and comprehensively establish a standard system for the industry’s green and sustainable development. This will help improve resource utilization efficiency, reduce emissions of “three wastes,” and foster a circular, efficient, low-carbon green production model. (2) Infrastructure: The Central Economic Work Conference at the end of 2019 emphasized the need to continue implementing proactive fiscal policies, prudent and flexible monetary policies, as well as the \"six stabilization\" measures; the approach taken by these policies in promoting steady growth in infrastructure development has remained fairly positive. Since the outbreak of the COVID-19 pandemic in late January 2020, **the intensity of counter-cyclical adjustments has increased at various levels; infrastructure policies have been clear in direction and have shown continuity. The impact of the pandemic on the economy has led the central and local governments to work together to stabilize economic growth through infrastructure investment. On March 27, the *** meeting first proposed measures such as appropriately raising the deficit ratio, issuing special government bonds, increasing the scale of local **special bonds, and driving down loan market interest rates, reflecting the decision-makers’ willingness to boost infrastructure investment and the corresponding macroeconomic measures. On April 20, 2020, the **National Development and Reform Commission clearly defined that new infrastructure primarily includes information infrastructure, integrated infrastructure, and innovative infrastructure. In the short term, as a key basic industry and emerging industry, new infrastructure can stimulate substantial demand, offset the negative impacts of the pandemic and economic downturns, and help stabilize investment, economic growth, and employment. In the long term, the substantial scale of investment and the industrial synergies associated with new infrastructure will foster the development of new drivers of growth, help drive the transformation and upgrading of China’s economy and enhance its growth potential. They also create favorable conditions for achieving independent innovation in key technologies and products, thereby providing a solid foundation for the high-quality development of China’s economy. Driven by the implementation of major strategies such as the Belt and Road Initiative, the coordinated development of the Beijing-Tianjin-Hebei region, the construction of the Guangdong-Hong Kong-Macao Greater Bay Area, the development of Hainan’s free trade zone, and the integration of the Yangtze River Delta, the company continues to work toward creating a regional economic structure characterized by complementary strengths and high-quality development, while also enhancing the industrial infrastructure and the level of the industrial chains. This will generate new growth opportunities in the infrastructure sector. (3) Environmental governance: Environmental protection is a fundamental national policy in China, and it is also one of the \"three major battles\". Lush green mountains and clear waters are equivalent to gold and silver. Following the strategy for the protection of the Yangtze River, the strategy for ecological protection and high-quality development in the Yellow River basin has also been officially launched. Meanwhile, the Central Economic Work Conference emphasized the need to continue striving to control pollution and achieve a synergistic effect in reducing pollution and carbon emissions. Large-scale efforts to green up the country’s landscapes are necessary in order to enhance the carbon sequestration capacity of ecosystems. China’s goals of reaching peak carbon dioxide emissions by 2030 and achieving carbon neutrality by 2060 will also keep the environmental protection industry thriving. It is predicted that the scale of this industry will exceed 2 trillion yuan by 2021, with its revenue reaching over 3 trillion yuan by 2025. In February 2020, the \"Guiding Opinions of the State Council on Accelerating the Establishment of a Green, Low-Carbon, and Circular Economic System\" explicitly called for the development of the green environmental protection industry. It aimed to establish a number of **model bases for green industries in order to foster an open, collaborative, and efficient innovation ecosystem. Additionally, competitive services in areas such as petroleum, chemicals, electricity, and natural gas related to energy conservation and environmental protection were to be made more accessible. The environmental protection sector holds great prospects in the coming period, and it can provide strong support for the business development of companies in this industry. Taking strategies such as the comprehensive protection of the Yangtze River and the ecological protection and high-quality development of the Yellow River basin as opportunities, the company has made continuous efforts in areas such as urban sewage treatment, industrial wastewater treatment, and comprehensive water environment management. It has won bids for projects including the EPC project for the comprehensive protection of the Yangtze River in Nanjing’s Jiangbei New Area (comprehensive environmental improvement of the Dingjie Reservoir area), as well as the PPP project for the comprehensive management of the sewage system in Yueyang’s urban area. The company has also taken on environmental protection tasks such as the cleanup and remediation of waste and polluted sites left over from the ’8·12’ explosion at Tianjin Port, demonstrating China Chemical’s expertise in environmental management. (III) Key accounting data and financial indicators of the company 1. Key accounting data and financial indicators for the past 3 years Unit: Yuan Currency: RMB 2. Key accounting data by quarter during the reporting period Unit: Yuan Currency: RMB (IV) Share capital and shareholders 1. Number of ordinary shareholders and preferred shareholders with restored voting rights, as well as a list of the top 10 shareholders by shareholding amount Unit: Shares 2. Diagram showing the ownership and control relationship between the company and its controlling shareholder 3. Diagram showing the ownership and control relationship between the company and its actual controller III. Discussion and analysis of operational performance 1. Key operational performance during the reporting period In 2020, the company achieved operating revenue of 109.457 billion yuan, representing a year-on-year increase of 5.63% ; The net profit attributable to shareholders of the parent company amounted to 3.659 billion yuan, a year-on-year increase of 19.54%, with all operational plans and financial budget targets being fully achieved. 2. The company’s analysis and explanation regarding the reasons for changes in accounting policies and accounting estimates, as well as their impacts. On July 5, 2017, the Ministry of Finance revised and issued Accounting Standards for Business Enterprises No. 14 – Revenue (Cai Kuai [2017] No. 22; hereinafter referred to as the new revenue standards), which the company began to apply starting from January 1, 2020. Reason for the change: The Ministry of Finance issued new revenue accounting standards on July 5, 2017, requiring companies listed both domestically and internationally, as well as those listed abroad and preparing financial statements in accordance with International Financial Reporting Standards or Chinese accounting standards, to implement these standards starting from January 1, 2018 ; For other domestically listed companies, it shall take effect as of January 1, 2020 ; For non-listed enterprises applying the Enterprise Accounting Standards, these standards shall come into effect on January 1, 2021. Impact of the change: In accordance with the provisions for the transition between old and new standards, entities that implement the new revenue standard for the first time shall adjust the retained earnings as of the beginning of the year in which they first apply this standard, as well as other relevant items in the financial statements, based on the cumulative impact of such implementation; no adjustments are required to the information for prior periods. The change to the new revenue accounting standards has been approved by the company’s board of directors, and implementing these standards will not have a significant impact on the company’s current financial statements. 3. If there are changes in the scope of consolidation of the financial statements compared to the previous year’s financial report, the company shall provide specific explanations. As of December 31, 2020, the subsidiaries included in the company’s consolidated financial statements were as follows: Details regarding the scope of the consolidated financial statements for the current period and any changes to such scope are provided in notes “VI. Changes in the Scope of Consolidation” and “VII. Interests in Other Entities” of these notes. Securities Code: 601117 Stock Short Name: Sinochem Announcement Number: 2021-021 Announcement on the Resolutions of the Ninth Meeting of the Fourth Supervisory Board of Sinochem Engineering Corporation The supervisory board of the company and all its supervisors guarantee that there are no false records, misleading statements, or significant omissions in the content of this announcement, and they assume individual and joint responsibility for its accuracy, truthfulness, and completeness. I. Meeting of the Supervisory Board The notice for the ninth meeting of the fourth Supervisory Board of China National Chemical Engineering Corporation (hereinafter referred to as “the Company”) was sent on April 16, 2021, via email and in written form. The meeting was held on April 28, 2021, in the conference room on the 10th floor of the China National Chemical Engineering Building. This meeting was conducted through on-site voting. The required number of supervisors was *3, and the actual number of supervisors present was also *3. The convening of this meeting complies with the relevant provisions of applicable laws, regulations, normative documents, the Articles of Association, and the rules of procedure for the Supervisory Board. The meeting was chaired by Mr. Xu Wanming, the supervisor. II. Deliberations at the Supervisory Board Meeting (1) The “Proposal on the Company’s Financial Settlement Report for the Year 2020” was approved ; Voting results: 3 votes in favor, 0 votes against, 0 abstentions. Agree to submit this proposal to the general meeting of shareholders for consideration. (II) Review and approval of the “Proposal on the Recognition of Impairment Provisions by the Company” ; Voting results: 3 votes in favor, 0 votes against, 0 abstentions. (III) Review and approve the “Proposal on the Distribution of Profits for the Company’s 2020 Fiscal Year” ; (IV) Review and approve the “Proposal on the Report on the Placement and Use of Funds Raised by the Company for the Year 2020” ; Voting results: 3 votes in favor, 0 votes against, 0 abstentions. (V) Review and approve the “Proposal on the Estimated Situation of Routine Related Party Transactions of the Company for the Years 2021–2023” ; (VI) Deliberation and approval of the “Proposal on Signing a Framework Agreement for Related-Party Transactions between the Company and Related Parties” ; (VII) Review and approval of the “Resolution on the Company’s 2020 Annual Report” ; (8) Review and approve the “Resolution on the Supervisory Board’s Work Report for the Year 2020” ; (IX) Review and approve the “Resolution on the Company’s 2020 Corporate Social Responsibility Report” ; Voting results: 3 votes in favor, 0 votes against, 0 abstentions. (X) Review and adopt the “Proposal on the Company’s 2020 Internal Control Assessment Report” ; Voting results: 3 votes in favor, 0 votes against, 0 abstentions. (11) Deliberation and approval of the “Proposal regarding the Company’s 2020 Internal Control Audit Report” ; Voting results: 3 votes in favor, 0 votes against, 0 abstentions. ( XII) Review and approve the “Resolution on the Company’s First Quarter Report for 2021” ; Voting results: 3 votes in favor, 0 votes against, 0 abstentions. (13) Review and pass the “Proposal on Requesting the General Meeting of Shareholders to Extend the Validity Period of the Authorization Granted to the Company’s Board of Directors and Its Authorized Persons to Handle in Full Authority the Specific Matters Related to this Private Placement of Shares” ; (14) The resolution on extending the validity period of the shareholders’ meeting decision regarding the company’s private stock issuance was reviewed and approved ; Securities Code: 601117 Stock Short Name: Sinochem Announcement Number: Lin2021-022 Announcement by Sinochem Engineering Corporation on the Provision for Impairments Sinochem Engineering Corporation (hereinafter referred to as the Company) held the 21st meeting of its fourth board of directors on April 28, 2021, at which the resolution regarding the provision for impairments was approved. The relevant details are announced as follows: 1. Scope of impairment provision: To objectively and fairly reflect the company’s asset situation, in accordance with the principle of prudence, China National Chemical Engineering Corporation (hereinafter referred to as the Company) has, in line with the newly revised Accounting Standards for Business Enterprises, provided for credit impairment losses on assets such as accounts receivable and debt investments for the year 2020, based on expected credit losses. Impairment tests have also been conducted on assets such as inventory, and impairment provisions have been made based on the results of these tests. In accordance with the relevant provisions of the Accounting Standards for Business Enterprises, the company allocated 80 million yuan for asset impairment provisions in 2020, and 844 million yuan for credit impairment provisions; in total, this amounted to 924 million yuan. II. Key details regarding the provision for impairment losses 1. China National Chemical Engineering Corporation’s 10th Construction Co., Ltd. (hereinafter referred to as Company 10) and China National Chemical Engineering Corporation’s 6th Construction Co., Ltd. (hereinafter referred to as Company 6) hold claims against Shandong Yuhuang Group and its affiliated companies. Due to poor management by these companies, the local authorities took charge of facilitating settlement negotiations. A creditors’ meeting was held at the end of 2020; for claims exceeding 100,000 yuan, repayment was to be made in cash at a rate of 10% of the claim amount within two years after the settlement agreement came into effect. The companies considered it unlikely to be possible to recover all such amounts, and therefore made provisions for credit impairment based on an expected loss rate of 90%. In 2020, a total of 21.9257 million yuan was allocated as credit impairment provisions, of which 11.3146 million yuan pertained to Company 14 and 10.6111 million yuan to Company 6. 2. The company in question is owed 25.5293 million yuan by Shandong Runyin Biochemical Co., Ltd. (hereinafter referred to as Runyin Company). Since the debtor failed to make payments as scheduled, the company filed a lawsuit against it in 2017; eventually, mediation by the Tai’an Intermediate People’s Court was accepted. In the second half of 2020, the debtor claimed that the impact of the pandemic prevented it from making the promised repayments. The company attempted to enforce payment through legal action that year, but to no success. Moreover, the debtor was added to the list of dishonest debtors, with debts amounting to 1 billion yuan, and its financial situation is unlikely to improve in the short term. The company believes that it will be difficult to recover all the related amounts, and therefore has made provisions for credit losses based on an expected loss rate of 80%; as a result, it allocated 20.2858 million yuan in provisions for credit losses regarding its claims against Ruiyin Company for that year. 3. Saiding Engineering Co., Ltd. (hereinafter referred to as Saiding Company) is owed 25.9 million yuan by Kangde Carbon Valley Technology Co., Ltd. (hereinafter referred to as Kangde Company). Due to a change in the shareholders of Kangde Company in December 2019, it remains uncertain whether the project can be restarted. In 2020, Saiding Company attempted to collect the outstanding amount from Kangde Company but received no response. The company believes that it will be difficult to recover the entire amount, and therefore has made a credit impairment provision based on an expected loss rate of 90%, resulting in a credit impairment provision of 18.13 million yuan for the claims due from Kangde Company. 4. Saiding Company is owed 32.7552 million yuan by ZhongAnXin Technology Co., Ltd. (hereinafter referred to as ZhongAnXin Company). On July 15, 2020, the company received a civil ruling from the Intermediate People’s Court of Langfang City approving the bankruptcy reorganization of ZhongAnXin Company. On September 28, 2020, it attended the first online meeting of creditors, during which ZhongAnXin Company requested that the confirmation of certain of the claims it had submitted be postponed. Given that ZhongAnXin is currently undergoing bankruptcy reorganization and there are uncertainties regarding the recovery of its receivables, Saiding Company has made provisions for credit impairment based on an expected loss rate of 90%, resulting in a credit impairment loss of 10.0038 million yuan for its claims against ZhongAnXin. 5. For the 1,200 kt/a potash fertilizer project in Mongou, Republic of the Congo, carried out by the Third Chemical Industry Design Institute (hereinafter referred to as CIIDI), the original actual controller of the project, the Chunhe Group, is in a severe state of debt default. The shareholders’ meeting of MAG Company was held to decide that the group should transfer all its interests in MAG Company. Considering its own business interests, the new actual controller has requested that the general contract for this project be renegotiated. The construction work and equipment purchased by CIIDI so far are likely to result in contract losses, with little chance of obtaining compensation. After comprehensive analysis, it is evident that there is little possibility of recovering the advance payments made under the procurement contracts for this project; therefore, provisions for bad debts should be made. In 2020, an additional provision of 64.991 million yuan will be allocated on top of the provisions already made in previous years for impairment of asset portfolios (inventories, contract assets, and advance payments). The total amount of provisions for asset impairment amounts to 317.4289 million yuan (of which 175.3921 million yuan relates to provisions for inventory write-downs, 68.3790 million yuan to provisions for impairment of contract assets, and 73.6578 million yuan to provisions for bad debts related to advance payments). 6. Regarding the 300,000 tons per year coal-based ethylene glycol production project of Inner Mongolia Cornell, operated by Huasa No. 3 Research Institute, the owner failed to pay the project costs on time and there were difficulties in securing financing; as a result, Huasa No. 3 Research Institute filed a civil lawsuit with the Higher People’s Court of Inner Mongolia Autonomous Region. On April 17, 2018, the Higher People’s Court of Inner Mongolia Autonomous Region issued a civil ruling [(2017)Nei Min Chu Zi No. 42], ordering the owner to pay the company 505 million yuan in payments related to project progress, along with corresponding interest. The owner was not satisfied with the judgment and filed an appeal. On October 16, 2018, the Supreme People’s Court rendered a decision on Cornell Company’s appeal, issuing a Civil Judgment【(2018) Supreme People’s Court Civil Final Judgment No. 732】, which ruled to dismiss the appeal and uphold the original judgment. In March 2019, in order to accelerate the disposal of assets and facilitate the resumption of construction of the project, Huasan Institute applied to the Tongliao Intermediate People’s Court to place a total freeze on the existing assets related to the 300,000 tons per year coal-based ethylene glycol production project, to conduct assessments, auctions, and sales of those assets. It also requested that the Tongliao Intermediate People’s Court appoint qualified assessment and appraisal agencies as well as auction support organizations to handle these matters. As of January 3, 2021, all three auctions organized by the Tongliao Intermediate People’s Court had failed to find buyers. In line with the principle of prudence, and by reasonably estimating the future costs associated with tasks such as rust removal, maintenance, and cleaning of the equipment already installed in the project, Huasan Third Research Institute made an additional provision for asset impairment of 25.7175 million yuan under the category of “contract assets – completed but undisbursed assets”. The total amount of asset impairment provisions made to date amounts to 57.5166 million yuan. III. Relevant Decision-Making Procedures The provision for impairment losses in this case was approved at the 21st meeting of the fourth board of directors and the 9th meeting of the fourth supervisory board of the company. The company’s independent directors issued independent opinions on this provision for impairment losses. The company’s independent board of directors believes that the provision for impairment made by the company this time is in line with accounting standards for enterprises and the company’s relevant regulations, as well as with the actual situation of the company’s assets; moreover, the approval process for making such a provision was legal and compliant. After the provision for impairment, the financial statements for the year 2020 reflect more fairly the company’s financial position, asset values, and operating results as of December 31, 2020. This helps to provide investors with more accurate and reliable accounting information, and there is no situation that undermines the interests of the company and its shareholders, especially the minority shareholders. The company’s supervisory board believes that the decision-making process regarding the provision for impairment losses in this case was lawful and well-founded; such provisions comply with relevant regulations such as the enterprise accounting standards, and they accurately reflect the company’s asset situation after being made. The supervisory board approves the provision for impairment losses in this instance. IV. Impact of impairment provisions in 2020 on the company’s profits: In 2020, the company made provisions for credit impairments and asset impairments, which were recorded as current expenses, resulting in a decrease in total profits by 924 million yuan. Securities Code: 601117 Stock Short Name: Sinochem Announcement Number: Lin2021-023 Sinochem Engineering Corporation Limited Announcement on the Provision for Profit Distribution for the Year 2020 ● The 21st meeting of the company’s fourth board of directors reviewed and unanimously approved the \"Proposal on Profit Distribution for the Year 2020\"; this proposal still needs to be submitted to the company’s annual general meeting in 2020 for further consideration. ● The company plans to distribute a cash dividend of 2.23 yuan per 10 shares (including taxes), based on the total share capital recorded as of the record date for the distribution of dividends. As of December 31, 2020, the company’s total share capital was 4,933,000,000 shares; based on this figure, the total amount of profit to be distributed is 1,100,059,000 yuan. The ratio of the total cash dividend to the net profit attributable to the shareholders of the listed company for that year is 30.06%. I. Main contents of the profit distribution plan According to the audit conducted by Lixin Accounting Firm (a special general partnership), for the year 2020, China National Chemical Engineering Corporation (hereinafter referred to as “the Company”) achieved a net profit attributable to the shareholders of the listed company amounting to 3,658,838,010.40 yuan based on its consolidated financial statements. The company intends to distribute profits for the year 2020 in the form of cash dividends. Based on the total number of shares registered as of the record date for the equity distribution, a cash dividend of 2.23 yuan (including tax) will be paid for every 10 shares. As of December 31, 2020, the total number of outstanding shares was 4,933,000,000. Calculations based on this figure indicate that the total amount of dividends to be distributed is 1,100,059,000 yuan. This represents 30.06% of the net profit attributable to shareholders of the listed company for the year. The remaining undistributed profits of the parent company, amounting to 6,594,521,624.31 yuan, will be carried forward to subsequent years. II. Review of the profit distribution plan by the board of directors (1) Board review The 21st meeting of the company’s fourth board of directors approved the \"Proposal on the Company’s Profit Distribution for the Year 2020\" with 7 votes in favor, 0 votes against, and 0 abstentions. (II) Explanation by the Board of Directors regarding this proposal 1. Rationality and feasibility of the profit distribution plan The company has given full consideration to providing reasonable returns to its investors, in line with its actual operating conditions. Based on the business performance in 2020, as well as the company’s future development prospects and strategic plans, the Board of Directors has proposed this draft profit distribution plan, with the aim of ensuring the company’s normal operations and long-term growth. This allocation plan takes full account of the legitimate demands of investors, is in line with the company’s operational performance and future development, and is consistent with the company’s development strategy. 2. Legality and compliance of the profit distribution plan: The company’s proposed profit distribution for the year 2020 involves cash dividends, which is in line with relevant regulations such as the China Securities Regulatory Commission’s “Notice on Further Implementing Matters Related to Cash Dividends by Listed Companies”, “Guidelines No. 3 for Listed Companies – Cash Dividends by Listed Companies”, as well as the Shanghai Stock Exchange’s “Guidelines on Cash Dividends by Listed Companies on the Shanghai Stock Exchange”. In addition, it complies with the company’s articles of association. The procedures and mechanisms for reviewing the company’s profit distribution proposals are sound, ensuring their legality and compliance. (III) Opinion of the company’s independent directors: The independent directors believe that in order to provide shareholders with consistent and stable returns and allow them to share in the company’s growth and development achievements, and taking into account the characteristics of the industry in which the company operates, its current stage of development, and its funding needs, the company intends to distribute profits for the year 2020 in the form of cash dividends. This distribution plan is in line with the relevant provisions on profit distribution outlined in the company’s articles of association; it ensures reasonable returns for investors while also supporting the company’s sustainable development and meeting its long-term strategic goals. There is no risk of harming the interests of minority shareholders. Approve the company’s profit distribution plan for the year 2020, and agree to submit this plan to the company’s annual general meeting in 2020 for review and approval. III. Other notes: This proposal must be submitted to the company’s 2020 annual general meeting of shareholders for approval before it can be implemented. Securities Code: 601117 Stock Short Name: Sinochem Announcement Number: Lin2021-029 Announcement by Sinochem Engineering Corporation regarding a related-party transaction involving the sale of equity by one of its subsidiaries ● Donghua Engineering Technology Co., Ltd. (hereinafter referred to as “Donghua Technology”), a subsidiary of Sinochem Engineering Corporation that is under third-level control by the company, intends to transfer 100% of the equity in Anhui Donghua Commercial Factoring Co., Ltd. (hereinafter referred to as “Donghua Factoring”) to Zhonghua Chemical Southern Construction Investment Co., Ltd. (hereinafter referred to as “Southern Construction Investment”), a wholly-owned subsidiary of Sinochem Engineering Group Co., Ltd. (hereinafter referred to as “Sinochem Group”), through a private agreement. The total value of this transaction is 115,079,300 yuan. ● This transaction constitutes a related-party transaction and does not constitute a major asset restructuring. ● Up to and including this related-party transaction, the total amount of related-party transactions that the company has actually carried out with its related party, China Chemical Engineering, over the past 12 months amounts to 876 million yuan, which represents 2.33% of the company’s most recent audited net assets. ● This related-party transaction does not require approval by the shareholders’ meeting. I. Overview of Related Party Transactions On April 28, 2021, Sinochem Engineering Corporation held the 21st meeting of its fourth board of directors, during which the resolution regarding the related party transaction involved in Donghua Technology’s transfer of 100% of the shares in Donghua Factoring was approved. The resolution authorized Donghua Technology, which is a subsidiary of the company at the third level of control, to transfer 100% of the shares in Donghua Factoring to Nanfang JianTou, a wholly-owned subsidiary of Sinochem Group, the company’s controlling shareholder. Upon completion of the transfer, Donghua Factoring will become a wholly-owned subsidiary of Southern Construction Investment. The price for this equity transfer is determined on the principle that it shall not be lower than the assessed value of the total shareholders’ equity of Donghua Factoring as of December 31, 2020 (as filed with the competent state-owned assets regulatory authority). In accordance with the relevant provisions of the Shanghai Stock Exchange’s Rules for Stock Listing, this transfer of equity constitutes a related party transaction for the listed company; however, it does not constitute a major asset restructuring as defined by the Measures for the Administration of Major Asset Restructurings of Listed Companies. Up to and including this related-party transaction, the total amount of related-party transactions that the company has actually carried out with its related party, China Chemical Engineering, over the past 12 months amounts to 876 million yuan, which represents 2.33% of the company’s most recent audited net assets. This related-party transaction does not require approval by the shareholders’ meeting. II. Introduction to Related Entities (I) Donghua Technology 1. Basic Information Company Name: Donghua Engineering Technology Co., Ltd. Company Type: Joint-stock company (listed) Registered Address: No. 669, Changjiang West Road, Hefei City, Anhui Province, within the High-tech Industrial Development Zone Legal Representative: Wu Guangmei Registered Capital: 535,241,440 yuan Business Scope: Chemical engineering, petrochemical engineering, construction engineering, municipal engineering design, supervision, and general project contracting; technology development, technology transfer, as well as product research, development, production, and sales ; Contracting overseas chemical, municipal, and environmental management projects as well as domestic international tendered projects, in addition to surveying, consulting, design, and supervision services for the aforementioned overseas projects ; Export of equipment and materials required for the aforementioned overseas projects ; Laborers required to be dispatched abroad to carry out the aforementioned overseas projects ; Engaging in the import and export of various goods and technologies on a self-operated basis as well as through agency (excluding those items within the above scope of operations that require special approval, as well as goods and technologies for which company operation is restricted or import is prohibited) ; Journal publication, distribution of materials, and journal advertising (operated with a license). 2. Shareholder Structure and Affiliations: Donghua Technology was established on July 18, 2001, and is a third-level holding subsidiary of the company. 3. Financial data for the most recent year and period: As of December 31, 2020, Donghua Technology’s total assets amounted to 8.135 billion yuan, while its net assets stood at 2.371 billion yuan ; In 2020, the company achieved operating revenue of 5.21 billion yuan and a net profit of 198 million yuan. (II) Southern Construction Investment 1. Basic Information Company Name: Sinochem Southern Construction Investment Co., Ltd. Company Type: Limited Liability Company (owned by a legal person) Registered Address: Rooms A505-59, 5th Floor, Supporting Services Building, No. 8 Kesheng Road, Guangzhou Private Science and Technology Park, 1633 Beita Road, Baiyun District, Guangzhou Legal Representative: Yang Zhiming Registered Capital: 154.2 million yuan Business Scope: Engaging in investment activities using its own funds ; Enterprise management ; Engineering management services, etc. 2. Shareholders and related relationships: Southern Construction Investment was established in February 2018 and is a wholly-owned subsidiary of China National Chemical Group. Relationship between Southern Construction Investment and the Company: An enterprise controlled by the controlling shareholder. 3. Financial data for the most recent year and period: As of December 31, 2020, Southern Construction Investment’s total assets amounted to 383,112.21 million yuan, while its equity stood at 189,922.66 million yuan ; In 2020, the company achieved operating revenue of 2,371,287,600 yuan, with a net profit of 231,669,600 yuan (financial data has not been audited). III. Basic Information on the Subject of the Related Party Transaction (I) Name and Type of the Transaction: A third-tier holding subsidiary of the company sells assets to a related party. (II) Subject matter of related-party transactions: 1. 100% equity of Donghua Factoring. (1) Basic Information Company Name: Anhui Donghua Commercial Factoring Co., Ltd. Company Type: Limited Liability Company Registered Address: Room 213, R&D Building, No. 11 Tianhu Road, High-Tech Zone, Hefei Legal Representative: Zhang Huijin Registered Capital: 100 million RMB Business Scope: Providing trade financing by acquiring accounts receivable (without the approval of financial regulatory authorities, it is not permitted to engage in financial activities such as deposit collection, financing guarantees, or wealth management services for clients) ; Receipt, settlement, management, and collection of accounts receivable ; Management of sales sub-accounts (categories) ; Credit risk guarantees related to the company’s factoring business ; Customer consultation, survey, and evaluation ; Related consulting services, etc. The property rights of the subject matter of the transaction are clear; there are no mortgages, pledges, or any other restrictions on its transfer. There are no lawsuits, arbitration proceedings, or judicial measures such as seizures or freezes, and there are no other factors that could hinder the transfer of ownership. (2) Key financial indicators for the most recent fiscal year As of December 31, 2020, Donghua Factoring’s total assets as of the benchmark date were 114,123.6 thousand yuan, its total liabilities were 2,120.6 thousand yuan, and its equity was 112,003.0 thousand yuan ; In 2020, the company achieved operating revenue of 4.2554 million yuan, with a net profit of 2.956 million yuan. (4) Principles and methods for determining the transaction price: Based on the asset appraisal report issued by Yinxin Asset Appraisal Co., Ltd. (Yinxin Ping Bao Zi Hu Di 0539), the total equity of Donghua Factoring was appraised using December 31, 2020, as the appraisal date. The market approach was used in this valuation; as a result, the assessed value of the total equity of Donghua Factoring’s shareholders was 115,079,300 yuan, representing an increase of 3,076,300 yuan, or a growth rate of 2.75%. IV. Main contents of related-party transactions: Donghua Technology transferred 100% of the equity in Donghua Factoring to Southern Construction Investment through a private agreement. Based on the results of the asset valuation, the price for this transaction has been set at 115,079,300 yuan. Upon completion of the transaction, Donghua Factoring will become a wholly-owned subsidiary of Southern Construction Investment. V. Purpose of related-party transactions and their impact on the listed company: This transaction is in line with the company’s current interests and long-term strategic development goals; it helps the company optimize its asset structure, focus on its core business, and make every effort to develop its main business activities. The transfer of Donghua Factoring’s equity by our company involves no issues related to personnel placement or land leasing, etc ; There is no situation such as competitive rivalry with Southern Construction Investment. VI. Review procedures required for related-party transactions On April 28, 2021, the company held the 21st meeting of its fourth board of directors, during which the resolution regarding the related-party transaction involving the transfer of 100% of the shares of Donghua Factoring by Donghua Technology was approved. Related directors Dai Hegen and Liu Jiaqiang abstained from voting on this resolution. The independent directors of the Company expressed their prior approval of this proposal and agreed to submit it for consideration at the 21st meeting of the fourth Board of Directors. They also issued the following independent opinion: The sale of assets by Donghua Technology is undertaken out of normal operational and production needs. The pricing of this related-party transaction is reasonable and fair, and the decision-making process is lawful. This transaction serves the interests of the Company and all its shareholders; there is no situation in which the interests of the Company or its non-related shareholders are compromised. We agree with the content of the proposal. This related-party transaction does not require approval by the shareholders’ meeting, nor does it need to be approved by relevant authorities. Source: Securities Daily

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