Anshan Heavy Duty Mining Machinery Co.Ltd(002667) announcement of the resolution of the board of directors
Securities code: 002667 securities abbreviation: Anshan Heavy Duty Mining Machinery Co.Ltd(002667) Announcement No.: 2022-011 Anshan Heavy Duty Mining Machinery Co.Ltd(002667)
Announcement on the resolutions of the 19th meeting of the 6th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. 1、 Meetings of the board of directors
The 19th meeting of the sixth board of directors (hereinafter referred to as “the meeting”) of Anshan Heavy Duty Mining Machinery Co.Ltd(002667) (hereinafter referred to as “the company”) was held by means of communication in the conference room on the third floor of the company at 10:00 on January 28, 2022. The notice of this meeting has been sent by means of communication and e-mail on January 24, 2022. The meeting was presided over by Mr. He Kai, chairman of the company. There were 5 directors who should attend the meeting, 5 actually attended the meeting, and the supervisors and senior executives of the company attended the meeting as nonvoting delegates. The convening and holding of the meeting shall comply with the relevant provisions of the company law and other laws, administrative regulations, departmental rules and the articles of association, and the meeting shall be legal and effective. 2、 Deliberations of the board meeting
1. The proposal on capital reduction of wholly-owned subsidiaries was deliberated and adopted by 5 votes in favor, 0 against and 0 abstention;
Based on the company’s strategic planning and actual business needs, the company reduced the capital of Zai Yi new materials Co., Ltd. by 79.9 million yuan. After the capital reduction, the company still holds 100% of its equity, which will not change the scope of the company’s consolidated statements. This capital reduction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. This capital reduction is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for approval.
For details, please refer to China Securities Journal, securities times and cninfo.com on January 29, 2022（ http://www.cn.info.com.cn. ）Announcement on capital reduction of wholly owned subsidiaries. 2. The proposal on capital increase to wholly-owned subsidiaries was deliberated and adopted by 5 affirmative votes, 0 negative votes and 0 abstention votes;
Based on the company’s business development and actual business needs, the company increased the capital of Yichun Youli Technology Co., Ltd. by 70 million yuan. After the capital increase, the company still holds 100% of its equity, which will not change the scope of the company’s consolidated statements. This capital increase does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. The capital increase is within the approval authority of the board of directors,
Anshan Heavy Duty Mining Machinery Co.Ltd(002667) announcement of the resolution of the board of directors
It is not necessary to submit to the general meeting of shareholders for approval.
For details, please refer to China Securities Journal, securities times and cninfo.com on January 29, 2022（ http://www.cn.info.com.cn. ）Announcement on capital increase to wholly-owned subsidiaries 3. The proposal on the provision for asset impairment in 2021 was considered and adopted by 5 votes in favor, 0 votes against and 0 abstentions
In order to truly reflect the financial situation and operating results of the company in 2021, in accordance with the accounting standards for business enterprises, the company’s accounting policies and other relevant provisions, and based on the principle of prudence, the company and all units within the scope of consolidated statements have conducted impairment tests on the assets with signs of impairment, such as inventories, construction in progress, other receivables and accounts receivable, as of December 31, 2021, In 2021, the provision for asset impairment is about 44.8258 million yuan.
For details, please refer to the securities times, China Securities Journal and cninfo.com published on January 29, 2022（ http://www.cn.info.com.cn. ）Announcement on the provision for asset impairment in 2021.
4. The proposal on the company’s borrowing from shareholders holding more than 5% shares and related party transactions was deliberated and adopted by 5 votes in favor, 0 votes against and 0 abstentions
In order to supplement the company’s working capital, the company plans to borrow 90 million yuan from Mr. Yang Yongzhu, a shareholder holding more than 5%. The loan term is 6 months from the date of receipt of the loan funds, and the annual interest rate of the loan is 3.7%. This transaction constitutes a connected transaction and does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. For details, please refer to the securities times, China Securities Journal and cninfo.com published on January 29, 2022（ http://www.cn.info.com.cn. ）Announcement on the company’s borrowing from shareholders holding more than 5% of shares and related party transactions.
Independent directors have expressed their prior approval opinions and independent opinions on this matter. See the details published on cninfo.com on January 29, 2022（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 19th meeting of the sixth board of directors and prior approval opinions of independent directors on matters related to the 19th meeting of the sixth board of directors.
This transaction still needs to be approved by the second extraordinary general meeting of shareholders in 2022, and the related shareholders interested in the related party transaction will avoid voting.
5. With 5 affirmative votes, 0 negative votes and 0 abstention votes, the Convention on the convening of 2022 was considered and adopted
Anshan Heavy Duty Mining Machinery Co.Ltd(002667) announcement of the resolution of the board of directors
Notice of the second extraordinary general meeting of shareholders in
For details, please refer to the securities times, China Securities Journal and cninfo.com published on January 29, 2022（ http://www.cn.info.com.cn. ）Notice on convening the second extraordinary general meeting of shareholders in 2022. 3、 Documents for future reference
(1) Resolutions of the 19th meeting of the 6th board of directors of the company
(2) Independent opinions of independent directors on matters related to the 19th meeting of the sixth board of directors
(3) . the independent directors’ prior approval opinions on relevant matters of the 19th meeting of the sixth board of directors are hereby announced
Anshan Heavy Duty Mining Machinery Co.Ltd(002667)
Board of directors
January 28, 2022
