Securities code: 000877 securities abbreviation: Xinjiang Tianshan Cement Co.Ltd(000877) Announcement No.: 2021-117 Xinjiang Tianshan Cement Co.Ltd(000877)
Announcement of resolutions of the second meeting of the eighth board of directors
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、 Convening of board meeting
Xinjiang Tianshan Cement Co.Ltd(000877) (hereinafter referred to as “the company” or “the company”) ）The notice of convening the second meeting of the eighth board of directors was sent in writing and e-mail on December 7, 2021. The company held the second meeting of the eighth board of directors in the form of on-site and video on December 14, 2021. 9 directors should attend the meeting and 9 actually attended the meeting. The convening procedures of the meeting shall comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
(i) The proposal on the company and its subsidiaries applying for comprehensive credit and loans from financial institutions in 2022 was reviewed and approved
Voting status of this proposal: 9 in favor, 0 against and 0 abstention.
In order to meet the capital needs of the company’s production and operation, It is agreed that the company and its subsidiaries will apply to financial institutions for comprehensive credit and loan lines not exceeding the equivalent of RMB 165 billion in 2022 (excluding entrusted loans and loans from China National Building Materials Group Finance Corporation), it is used for working capital loans, fixed asset loans, bank acceptance bills, letter of guarantee, factoring, letter of credit, trust and other debt financing businesses. The general meeting of shareholders is requested to authorize the board of directors of the company, and the board of directors is delegated to authorize the management to appropriately adjust the credit amount of the credit unit within the credit line of 165 billion yuan To authorize the president or chief accountant of the company and the legal representative of the subsidiary to handle matters related to specific single credit granting, including but not limited to signing relevant documents.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
（2） The proposal on providing guarantee for credit and loans of subsidiaries and mutual insurance between subsidiaries in 2022 was reviewed and adopted
Voting status of this proposal: 9 in favor, 0 against and 0 abstention.
In order to meet the production and operation needs of the company and its subsidiaries within the scope of consolidated statements, the company plans to provide guarantee for subsidiaries within the scope of consolidated statements and mutual guarantee among subsidiaries within the scope of consolidated statements, with the total amount of guarantee not exceeding the equivalent of RMB 75 billion, of which the total amount of guarantee provided by the company for subsidiaries within the scope of consolidated statements does not exceed the equivalent of RMB 15 billion, The total amount of mutual guarantee between subsidiaries within the scope of consolidated statements shall not exceed the equivalent of RMB 60 billion.
The general meeting of shareholders is requested to authorize the board of directors of the company, and it is agreed that the board of directors of the company shall delegate the chairman and management to be fully responsible for determining and handling all matters of specific guarantee within the above-mentioned limit, including but not limited to formulating and modifying financing and guarantee schemes and signing relevant documents within the scope of laws, regulations, normative documents and the above-mentioned limit. If other shareholders of the subsidiary fail to provide guarantee or counter guarantee according to the proportion of capital contribution, which will lead to the company’s guarantee exceeding the proportion of equity, it shall be submitted to the board of directors and the general meeting of shareholders for separate consideration in accordance with laws, regulations and the articles of Association.
See the announcement on external guarantee (Announcement No.: 2021-118) for details. This proposal needs to be submitted to the general meeting of shareholders for deliberation.
（3） The proposal on opening a special account for raised funds of the company was reviewed and adopted. The voting status of the proposal: 9 votes in favor, 0 votes against and 0 abstention.
Agree to authorize the president and management of the company to fully handle the matters of the raised funds, including but not limited to signing the tripartite supervision agreement of the raised funds with the independent financial adviser and the bank storing the raised funds within one month after the raised funds are in place, and handling other relevant matters.
For details, see the announcement on opening a special account for raised funds (Announcement No.: 2021-119)
（4） Deliberated and adopted the
<环境信息披露管理办法>
Voting status of this proposal: 9 in favor, 0 against and 0 abstention.
In order to further improve the corporate governance mechanism, it is agreed that the company shall formulate the management measures for environmental information disclosure.
See the management measures for environmental information disclosure disclosed by the company on the same day for details.
（5） The proposal on convening the eighth extraordinary general meeting of shareholders in 2021 was deliberated and adopted
Voting status of this proposal: 9 in favor, 0 against and 0 abstention.
The company is scheduled to hold the eighth extraordinary general meeting of shareholders in 2021 in the company’s conference room on December 30, 2021 by means of on-site voting combined with online voting.
See the notice on convening the eighth extraordinary general meeting of shareholders in 2021 (Announcement No.: 2021-120) for details
3、 Documents for future reference
Resolution of the second meeting of the 8th board of directors of the company
It is hereby announced.
Xinjiang Tianshan Cement Co.Ltd(000877) board of directors December 14, 2021
