Securities code: 000157 securities abbreviation: Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) Announcement No.: 2022-002 securities code: 112805 securities abbreviation: 18 Zhonglian 01
Securities code: 112927 securities abbreviation: 19 Zhonglian 01
Securities code: 149054 securities abbreviation: 20 Zoomlion 01
Zoomlion Heavy Industry Science And Technology Co.Ltd(000157)
The resolution of the first extraordinary meeting of the sixth board of directors in 2022 announced that 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
1. The notice of the first extraordinary meeting of the sixth board of directors in 2022 (hereinafter referred to as “the meeting”) was sent to all directors by e-mail on January 25, 2022.
2. The meeting was held by means of communication voting on February 7, 2022.
3. The company’s directors Mr. Zhan Chunxin, Mr. He Liu, Mr. Zhao Linghuan, Mr. Li Jianqiang, Mr. Zhao Songzheng, Mr. Yang Changbo and Ms. Liu Guiliang voted on the proposal of this meeting. 4. The meeting was held in accordance with the relevant provisions of the company law of the people’s Republic of China and the articles of association. 2、 Deliberations of the board meeting
1. The proposal on acquisition of Shenzhen Roadrover Technology Co.Ltd(002813) controlling rights was deliberated and adopted
As the transfer party, Ms. Guo Xiumei (the transferee) and Mr. Zhu Xiucheng (the spouse) signed the transfer agreement as the transfer party, The company intends to acquire 35.988 million shares of Shenzhen Roadrover Technology Co.Ltd(002813) (hereinafter referred to as “target company” or ” Shenzhen Roadrover Technology Co.Ltd(002813) “) held by Ms. Guo Xiumei (accounting for about 29.99% of the total share capital of the target company on the signing date of the share transfer agreement) (hereinafter referred to as “target shares”), with a transfer price of RMB 21.67 per share, The total amount of the subject share transfer price payable by the company is RMB 779859960 (hereinafter referred to as “this share transfer”). After the completion of this share transfer, the company plans to further increase the shares of the target company through partial tender offer. At that time, the company has the right to formulate and implement corresponding tender offer arrangements according to the situation, The acceptor will actively provide support and cooperation according to the requirements of the company (including but not limited to urging the board of directors of the target company to issue a report to all shareholders on the tender offer, voting in favor of the proposal at the board of directors of the target company, accepting the offer invitation issued by the company, etc.), so as to ensure that the proportion of shares of the target company held by the company after the tender offer is completed is not less than 48.82%.
The board of directors agrees that the management of the company shall be responsible for the specific implementation of the subsequent tender offer scheme, including but not limited to formulating and adjusting the tender offer scheme, signing necessary legal documents, etc.
Review results: 7 votes, 7 in favor, 0 against and 0 abstention.
See Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) announcement on acquisition of Shenzhen Roadrover Technology Co.Ltd(002813) controlling interest (Announcement No.: 2022-003) disclosed by the company on February 8, 2022 for details. 3、 Documents for future reference
1. Resolutions of the board of directors signed by the directors attending the meeting and stamped with the seal of the board of directors
It is hereby announced.
Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) board of directors
February 8, 2002
