Securities code: 000937 securities abbreviation: Jizhong Energy Resources Co.Ltd(000937) Announcement No.: 2022 pro-004 Jizhong Energy Resources Co.Ltd(000937)
Announcement on the resolution of the 17th meeting of the seventh board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
The 17th meeting of the seventh board of directors of Jizhong Energy Resources Co.Ltd(000937) (hereinafter referred to as “the company”) was held at 9:00 a.m. on February 16, 2022 in the second conference hall on the fourth floor of Jinniu hotel. The meeting notice has been delivered by hand, e-mail or fax 2 days ago. 11 directors should be present at the meeting, and 5 attended the meeting. The directors Liu Cunyu, Wang Yumin and independent directors Xian Guoming, Xie Hong, Liang junjiao and Hu Xiaoke conducted a communication vote. The chairman Mr. Liu Guoqiang presided over the meeting. The supervisors, senior managers and other relevant personnel of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of the meeting were in line with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
1、 Proposal on purchasing shares of Hebei Jinniu Chemical Industry Co.Ltd(600722) Co., Ltd. and related party transactions
The company plans to acquire Hebei Jinniu Chemical Industry Co.Ltd(600722) 135995903 tradable shares held by Fengfeng Group, which account for 19.99% of the total share capital of Hebei Jinniu Chemical Industry Co.Ltd(600722) without sale conditions. The transfer price of the subject shares is 6.33 yuan / share, and the total transfer price of the shares is 860854065.99 yuan, And signed the share transfer agreement on Hebei Jinniu Chemical Industry Co.Ltd(600722) with Fengfeng Group on the transaction (for details, see the announcement on the purchase of Jizhong Energy Resources Co.Ltd(000937) shares and related party transactions of Hebei Jinniu Chemical Industry Co.Ltd(600722) Co., Ltd. published in the securities times, China Securities News, Shanghai Securities News and cninfo online on the same day).
Related directors Mr. Liu Guoqiang, Mr. Liu Cunyu, Mr. Wang Yumin and Mr. Zhang Zhenfeng avoided voting. Voting results: 7 in favor, 0 against and 0 abstention
2、 Proposal on providing guarantee for wholly-owned subsidiaries
In order to ensure the normal production and operation, Jizhong Xincai plans to continue to lease 50kg rhodium powder of Taishan glass fiber for the production of leakage sector. The lease term is one year, and the lease rate is 7% of the current rhodium powder price, and sign the supplementary agreement of precious metal lease contract with Taishan glass fiber. In order to ensure the smooth progress of this lease, the company intends to continue to provide joint and several liability guarantee for the relevant expenses involved in this lease of Jizhong Xincai (including but not limited to lease fee, damage and loss compensation, commodity inspection fee, etc.). Based on the calculation of rhodium powder price, lease fee and other expenses in the contract, the guarantee amount is expected to not exceed 215 million yuan, and the guarantee period is from the formal performance of the lease contract to 24 months after the expiration of the performance period.
Since the asset liability ratio of Jizhong Xincai does not exceed 70%, according to the requirements of the stock listing rules of Shenzhen Stock Exchange, This guarantee does not need to be submitted to the general meeting of shareholders of the company for deliberation (for details, see the announcement on providing guarantee for wholly-owned subsidiaries published by the company in the securities times, China Securities News, Shanghai Securities News and cninfo website on the same day).
Voting results: 11 in favor, 0 against and 0 abstention
It is hereby announced.
Jizhong Energy Resources Co.Ltd(000937) board of directors February 17, 2002
