Securities abbreviation: * ST Guangzhu securities code: 600382 No.: pro 2022-031 Guangdong Mingzhu Group Co.Ltd(600382)
Announcement on the resolution of the third extraordinary meeting of the 10th board of directors in 2022
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. Important content tips:
● no director voted against or abstained from voting on the proposal of the board meeting.
● all the proposals of the board meeting were passed.
1、 Meetings of the board of directors
Guangdong Mingzhu Group Co.Ltd(600382) (hereinafter referred to as “the company”) the notice of the third extraordinary meeting of the 10th board of directors in 2022 was sent by means of communication on February 18, 2022, and held by on-site combined communication on February 23, 2022 (on-site meeting address: conference room on the sixth floor of the company, meeting time: 9:30 a.m.). There are 7 directors who should attend the meeting and 7 directors who actually attend the meeting (including 5 directors attending the on-site meeting and 2 directors attending the meeting by video communication). The meeting was presided over by the chairman, Ms. Huang Bingdi, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates, which was in line with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
The meeting deliberated and passed the following proposals in registered and written form:
1. Proposal on signing debt settlement agreement with Jiawang real estate on joint cooperative investment.
The voting result was: 7 in favor, 0 against and 0 abstention.
For details, please refer to Guangdong Mingzhu Group Co.Ltd(600382) announcement on the progress of signing debt settlement agreement on the joint investment of “Yijing garden” real estate development project by wholly-owned subsidiaries (p.2022-033) disclosed by the company on the same day.
2. Proposal on formulating Guangdong Mingzhu Group Co.Ltd(600382) employee salary management system and Guangdong Mingzhu Group Co.Ltd(600382) director, supervisor and senior management salary management system.
The voting result was: 7 in favor, 0 against and 0 abstention.
In order to further improve the salary management of all employees of the company, establish a mechanism for the combination of employee salary and company performance, personal ability and performance, effectively mobilize the work enthusiasm and creativity of all employees, promote the sustainable development of the company and maximize the interests of the company and all shareholders, The remuneration system and management rules of the people’s Republic of China are hereby formulated in accordance with the relevant laws and regulations of the people’s Republic of China, including the remuneration system of the company’s directors and the articles of association of the people’s Republic of China.
In view of this, the Guangdong Mingzhu Group Co.Ltd(600382) salary system scheme (2012) and its relevant rules, the Guangdong Mingzhu Group Co.Ltd(600382) annual salary system scheme for directors, supervisors and senior managers (2018) and the Guangdong Mingzhu Group Co.Ltd(600382) allowance scheme for independent directors (2018) shall be abolished at the same time. The independent directors expressed their independent opinions. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3. Proposal on convening the third extraordinary general meeting of shareholders in 2022.
The voting result was: 7 in favor, 0 against and 0 abstention.
According to the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and the articles of association, the board of directors agreed that the company would convene the third extraordinary general meeting of shareholders in 2022 by means of on-site voting and online voting on March 14, 2022 to review the relevant proposals considered and adopted by the board of directors.
See Guangdong Mingzhu Group Co.Ltd(600382) notice on convening the third extraordinary general meeting of shareholders in 2022 (p.2022-034) disclosed by the company on the same day for details.
It is hereby announced.
Guangdong Mingzhu Group Co.Ltd(600382)
Board of directors
February 25, 2022
