Securities code: Guangdong Huatie Tongda High-Speed Railway Equipment Corporation(000976) securities abbreviation: Guangdong Huatie Tongda High-Speed Railway Equipment Corporation(000976) Announcement No.: 2022004 Guangdong Huatie Tongda High-Speed Railway Equipment Corporation(000976)
The resolution of the first extraordinary meeting of the ninth board of directors in 2022 announced that the company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Convening of board meeting
Guangdong Huatie Tongda High-Speed Railway Equipment Corporation(000976) (hereinafter referred to as "the company") held the first interim meeting of the ninth board of directors in 2022 on March 1, 2022 by on-site combined communication, and the notice of the meeting was sent in writing and communication on February 23, 2022. The meeting was convened and presided over by the chairman, Mr. Xuan ruiguo. There were 9 directors of the company and 9 directors actually attended the meeting and participated in the voting. Among them, Mr. Shi Songshan, Mr. Tang Xiaoming, independent director Mr. Wang Taiwen and independent director Mr. Yuan Jiangang attended the meeting and participated in the voting by means of communication. All supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening of this meeting complies with the provisions of the articles of association and the company law of the people's Republic of China.
2、 Deliberations of the board meeting
After careful deliberation by the directors attending the meeting, the following resolutions are formed:
(I) the proposal on cash acquisition of 100% equity of Qingdao changyunsheng Rail Transit Co., Ltd. was deliberated and adopted.
The board of directors agreed that the company would acquire 100% equity of Qingdao changyunsheng Rail Transit Co., Ltd. (hereinafter referred to as "Qingdao changyunsheng") jointly held by Shanghai huhao enterprise management partnership (limited partnership) and Shanghai Fuhai enterprise management partnership (limited partnership), with a transaction price of 1.12 billion yuan. After the completion of this transaction, the company will directly hold 100% equity of Qingdao changyunsheng, and Shandong Jiatai transportation equipment Co., Ltd. will also become a wholly-owned subsidiary of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, see the announcement on cash acquisition of 100% equity of Qingdao changyunsheng Rail Transit Co., Ltd. (Announcement No.: 2022005) disclosed by the company on cninfo.com on the same day.
(II) the proposal on requesting the board of directors to authorize the company's management to handle matters related to the acquisition was deliberated and adopted.
The board of directors of the company authorizes the operation and management of the company to deal with the follow-up related matters of this acquisition. The scope of authorization includes but is not limited to:
1. Formulate, adjust and implement specific plans for other matters such as handling the delivery procedures of the subject assets of this acquisition in accordance with the provisions of laws, regulations and normative documents and the resolutions of the board of directors;
2. According to the acquisition plan deliberated and approved by the board of directors, be fully responsible for handling and deciding on specific matters related to this acquisition;
3. Sign, modify, supplement, submit, report and execute all agreements and documents related to the acquisition in accordance with the provisions of laws, regulations and normative documents and the resolutions of the board of directors;
4. Decide to change the acquirer of this acquisition into a wholly-owned or holding subsidiary of the company according to the market conditions and project plan, and sign an amendment agreement with the transferor;
5. In case of changes in laws, regulations or relevant regulatory authorities' regulations and policies on the acquisition of assets by listed companies, the plan of this acquisition shall be adjusted accordingly according to the new regulations and requirements;
6. Handle all other matters related to this acquisition under the premise permitted by laws and regulations. The authorization period is from the date of deliberation and approval by the board of directors to the completion date of this transaction.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
(I) the resolution of the first extraordinary meeting of the ninth board of directors in 2022 signed by the attending directors and stamped with the seal of the board of directors;
(II) other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Guangdong Huatie Tongda High-Speed Railway Equipment Corporation(000976) board of directors March 1, 2022
