Securities code: 600392 securities abbreviation: Shenghe Resources Holding Co.Ltd(600392) Announcement No.: pro 2022-011
Shenghe Resources Holding Co.Ltd(600392)
Announcement of resolutions of the 22nd Meeting of the 7th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
1. The 22nd Meeting of the 7th board of directors of Shenghe Resources Holding Co.Ltd(600392) (hereinafter referred to as “the company”) was held in the conference room of the company on February 11, 2022 by combining on-site and communication. The office of the board of directors of the company has notified all directors of the 7th board of directors of the company by e-mail or personal delivery in accordance with the provisions of the articles of association. The convening procedure of the meeting shall comply with the relevant provisions of the company law and the articles of association.
2. The board of directors is held by combining on-site and communication. There are 12 directors who should attend the meeting and 12 directors who actually attend the meeting. The meeting was presided over by Mr. Hu zesong, chairman of the company. All supervisors and some senior executives of the company attended the meeting as nonvoting delegates.
In conclusion, the convening and voting procedures of this meeting comply with the relevant provisions of the company law and the articles of association, and the resolutions of the meeting are legal and effective. The meeting considered and adopted the following proposals by show of hands and communication voting.
2、 Deliberations of the board meeting
(I) name and voting of the proposal
1. Deliberated and passed the proposal on the holding company Shenghe Resources Holding Co.Ltd(600392) (Singapore) Co., Ltd. to acquire the equity of peak rare earths Limited
It is agreed that the holding company Shenghe Resources Holding Co.Ltd(600392) (Singapore) Co., Ltd. and Appian pinnacle HoldCo limited sign an agreement letter “Shanghai purchase of 19.90% peak shares from Appian”. The agreement letter stipulates that Shenghe Resources Holding Co.Ltd(600392) (Singapore) Co., Ltd. will purchase 39644620 ordinary shares of peak company held by Appian company at a price of AUD 0.99/share, It accounts for about 19.9% of the total issued shares of peak company, and the total acquisition amount is about $39248173.80.
Voting results of this proposal: 12 in favor, 0 against and 0 abstention.
2. Deliberated and passed the proposal on the proposed cancellation of repurchased shares and reduction of registered capital
According to the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 7 – share repurchase and the repurchase plan disclosed by the company, the company plans to cancel all 2340497 shares repurchased and go through the cancellation procedures in accordance with relevant regulations. Voting results of this proposal: 9 in favor, 0 against and 3 abstentions. This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
The directors Mr. Hu zesong, Mr. Wang quangen and Mr. Wang Xiaohui abstained from voting on this proposal for the following reasons: Mr. Wang quangen believes that employees who have made significant contributions to the company should be given equity incentive, and the cancellation of repurchase is contrary to the original intention of repurchase; Mr. Wang Xiaohui believes that it is a pity to cancel the repurchased shares, and equity incentive should be carried out; Mr. Hu zesong believes that as the promoter of the scheme, he regrets that the scheme has not been accepted by everyone and hopes to sum up experience.
3. Deliberated and passed the proposal on Amending the articles of Association
In accordance with relevant laws and regulations such as the securities law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 – share repurchase, the guidelines for the articles of association of listed companies, the guidelines for the governance of listed companies and other relevant laws and regulations, and in combination with the actual situation of the company, it is proposed to revise articles 6, 19 Article 29, Article 40, Article 41, Article 44, Article 55, Article 77, Article 78, article 96, Article 126, Article 139, article 144 and Article 158 shall be revised, and it is agreed to file the full text of the newly revised articles of association with the market supervision and administration department. Voting results of this proposal: 12 in favor, 0 against and 0 abstention. This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws, regulations and normative legal documents and the actual situation of the company, the board of directors of the company decided to convene the second extraordinary general meeting of shareholders of the company in 2022 on March 1, 2022 to review the above-mentioned proposals 2 and 3.
Voting results of this proposal: 12 in favor, 0 against and 0 abstention.
(II) the specific contents of the above proposals are detailed in the relevant announcements and online attachments issued on the same day.
It is hereby announced.
Shenghe Resources Holding Co.Ltd(600392) board of directors February 12, 2022
Filing documents: resolutions of the board of directors
