Securities code: 000528 securities abbreviation: Guangxi Liugong Machinery Co.Ltd(000528) Announcement No.: 2021-93
Guangxi Liugong Machinery Co.Ltd(000528)
Announcement of resolutions of the 40th (Interim) meeting of the 8th 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.
The board of directors of Guangxi Liugong Machinery Co.Ltd(000528) (hereinafter referred to as “the company” and ” Guangxi Liugong Machinery Co.Ltd(000528) “) sent the notice of convening the 40th (Interim) meeting of the eighth board of directors by e-mail on December 10, 2021. The meeting was held as scheduled in conference room 6e of Guangxi Liugong Machinery Co.Ltd(000528) headquarters on December 13, 2021. 11 directors should attend the meeting, and 11 actually attended the meeting (among them, Ms. Chen Xueping, an independent director, attended the meeting by means of communication). The supervisors of the board of supervisors of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Zeng Guangan, chairman of the board. The notice and convening of the meeting were legal and effective in accordance with relevant laws, regulations, rules and the articles of association. After deliberation, the following resolutions were made:
1、 The proposal on Amending the articles of association, the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors was deliberated and adopted
1. It is agreed that the company shall amend some articles of the articles of association, rules of procedure of the general meeting of shareholders and rules of procedure of the board of directors in accordance with the requirements of relevant laws, regulations and normative documents and in combination with the actual situation of the company.
2. It is agreed to submit this proposal to the third extraordinary general meeting of shareholders of the company in 2021 for deliberation.
Voting: 11 in favor, 0 against and 0 abstention.
The revised comparison table of the above documents and the revised articles of association, rules of procedure of the general meeting of shareholders For details of the rules of procedure of the board of directors, please refer to the revision comparison table of the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors and rules of procedure of the board of supervisors, as well as the articles of association, rules of procedure of the general meeting of shareholders and rules of procedure of the board of directors disclosed by the company on http://www.cn.info.com.cn.
2、 The proposal on Amending the working rules of the strategy committee of the board of directors was deliberated and adopted
It is agreed that the company will revise some provisions of the working rules of the strategy committee of the board of directors in accordance with the requirements of relevant laws, regulations and normative documents and in combination with the actual situation of the company.
Voting: 11 in favor, 0 against and 0 abstention.
See the working rules of the strategy committee of the board of directors disclosed by the company at www.cn.info.com.. CN.
3、 Deliberated and passed the proposal on the company’s revision of the detailed rules of the audit committee of the board of directors
It is agreed that the company will revise some provisions of the detailed rules of the audit committee of the board of directors in accordance with the requirements of relevant laws, regulations and normative documents and in combination with the actual situation of the company.
Voting: 11 in favor, 0 against and 0 abstention.
For details of the revised full text, please refer to the detailed rules for the work of the audit committee of the board of directors disclosed by the company on http://www.cn.info.com.cn.
4、 The proposal on Amending the working rules of the nomination committee of the board of directors was deliberated and adopted
It is agreed that the company will revise some provisions of the detailed rules of work of the nomination committee of the board of directors in accordance with the requirements of relevant laws, regulations and normative documents and in combination with the actual situation of the company.
Voting: 11 in favor, 0 against and 0 abstention.
See the working rules of the nomination committee of the board of directors disclosed by the company at www.cn.info.com.. CN.
5、 The proposal on the revision of the working rules of the remuneration and assessment committee of the board of directors was deliberated and adopted
It is agreed that the company will revise some provisions of the detailed rules for the work of the remuneration and assessment committee of the board of directors in accordance with the requirements of relevant laws, regulations and normative documents and in combination with the actual situation of the company.
Voting: 11 in favor, 0 against and 0 abstention.
For details of the revised full text, please refer to the working rules of the remuneration and assessment committee of the board of directors disclosed by the company on http://www.cn.info.com.cn.
6、 Deliberated and passed the proposal on the formulation of the working system of independent directors by the company
1. It is agreed that the company shall formulate the working system of independent directors in accordance with the requirements of relevant laws, regulations and normative documents and in combination with the actual situation of the company.
2. It is agreed to submit this proposal to the third extraordinary general meeting of shareholders of the company in 2021 for deliberation.
Voting: 11 in favor, 0 against and 0 abstention.
See the working system of independent directors of the company disclosed by the company at www.cn.info.com.. CN.
7、 The proposal on the company’s expected daily connected transaction quota in 2022 was deliberated and adopted
1、 It is agreed that the company expects to have daily connected transactions totaling 3637.82 million yuan in 2022 (accounting for 32% of the audited net assets as of December 31, 2020), including 3461.19 million yuan for purchasing construction machinery products, related parts and other materials from related parties and receiving labor services provided by related parties; 176.63 million yuan for selling construction machinery products, related parts and other materials and providing labor services to related parties.
2. It is agreed to submit this proposal to the third extraordinary general meeting of shareholders of the company in 2021 for deliberation, and relevant related shareholders shall avoid voting when deliberating this proposal (including sub proposals).
The independent directors have issued their prior approval opinions and independent opinions without objection to the proposal.
When considering the proposal (including sub items), the related directors conducted corresponding withdrawal voting, in which:
1、 Related party transactions with Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Co., Ltd. (hereinafter referred to as ” Guangxi Liugong Machinery Co.Ltd(000528) group”) and its subsidiaries (RMB 87.168 million for purchasing goods and receiving labor services from Guangxi Liugong Machinery Co.Ltd(000528) group and its subsidiaries, and RMB 23.94 million for selling goods and providing labor services to Guangxi Liugong Machinery Co.Ltd(000528) group and its subsidiaries): at Guangxi Liugong Machinery Co.Ltd(000528) Mr. Zeng Guangan, Mr. Yu chuanfen and Mr. He Shiji, the three part-time affiliated directors of the group and its subordinate enterprises, abstained from voting, while non affiliated directors Mr. Huang Haibo, Mr. Huang Min, Mr. Su Zimeng, Mr. Wang Hongjie, Mr. Han Liyan, Mr. Zheng Yuhuang, Mr. Li Jiaming and Ms. Chen Xueping participated in the voting.
Voting: 8 in favor, 0 against and 0 abstention.
2、 For related party transactions with the joint venture Guangxi Cummins Industrial Power Co., Ltd. (RMB 1433390000 for purchasing goods and receiving labor services, and RMB 6680000 for selling goods and providing labor services to it): Mr. Huang Haibo, related director (also the chairman of the company) abstained from voting, and non affiliated directors Mr. Zeng Guangan, Mr. Yu chuanfen, Mr. Huang Min, Mr. He Shiji, Mr. Su Zimeng, Mr. Wang Hongjie, Mr. Han Liyan, Mr. Zheng Yuhuang, Mr. Li Jiaming and Ms. Chen Xueping participated in the voting.
Voting: 10 in favor, 0 against and 0 abstention.
3、 For the related party transactions with the joint venture Liuzhou ZF Machinery Co., Ltd. (RMB 208480000 for purchasing goods and receiving labor services, and RMB 26440000 for selling goods and providing labor services to it): Mr. Zeng Guangan, a related director (also the chairman of the company) abstained from voting, and non affiliated directors Mr. Yu chuanfen, Mr. Huang Haibo, Mr. Huang Min, Mr. He Shiji, Mr. Su Zimeng, Mr. Wang Hongjie, Mr. Han Liyan, Mr. Zheng Yuhuang, Mr. Li Jiaming and Ms. Chen Xueping participated in the voting.
Voting: 10 in favor, 0 against and 0 abstention.
4、 Related party transactions with the joint venture Guangxi Liugong Machinery Co.Ltd(000528) Metso construction equipment (Changzhou) Co., Ltd. (RMB 31.62 million for purchasing goods and receiving labor services, and RMB 5.46 million for selling goods and providing labor services): Mr. Huang Min, related director (also a director of the company) avoided voting, and non affiliated directors Mr. Zeng Guangan, Mr. Yu chuanfen, Mr. Huang Haibo, Mr. He Shiji, Mr. Su Zimeng, Mr. Wang Hongjie, Mr. Han Liyan, Mr. Zheng Yuhuang, Mr. Li Jiaming and Ms. Chen Xueping participated in the voting.
Voting: 10 in favor, 0 against and 0 abstention.
5. The directors of the company such as Guangxi Weixiang Machinery Co., Ltd., a joint venture, have not served as their directors, supervisors Related party transactions of related parties in senior management positions (916.02 million yuan for purchasing goods and receiving labor services from them, 114.11 million yuan for selling goods and providing labor services to them): non affiliated directors Mr. Zeng Guangan, Mr. Yu chuanfen, Mr. Huang Haibo, Mr. Huang Min, Mr. He Shiji, Mr. Su Zimeng, Mr. Wang Hongjie, Mr. Han Liyan, Mr. Zheng Yuhuang, Mr. Li Jiaming and Ms. Chen Xueping participated in the voting.
Voting: 11 in favor, 0 against and 0 abstention.
The specific contents of the proposal are detailed in the announcement on the company’s expected daily connected transaction quota in 2022 (Announcement No. 2021-97) disclosed by the company in China Securities Journal, securities times and cninfo (www.cn. Info. Com.. CN).
8、 The proposal on the change of the board of directors and the election of non independent directors of the ninth board of directors was deliberated and adopted
1. Agree to nominate Mr. Zeng Guangan, Mr. Zheng Jin, Mr. Huang Haibo, Mr. Wen Wu, Mr. Su Zimeng (external director), Mr. Dong Jiaxun (external director) and Mr. Wang Jiansheng (external director) as candidates for the ninth session of non independent directors of the company;
2. It is agreed that the above candidates for the ninth session of non independent directors shall be submitted to the third extraordinary general meeting of shareholders of the company in 2021 for deliberation, and the cumulative voting system shall be adopted for election.
The independent directors of the company issued independent opinions on the proposal.
Voting: 11 in favor, 0 against and 0 abstention.
See the announcement on the general election of the board of directors (Announcement No. 2021-95) disclosed by the company in China Securities Journal, securities times and http://www.cn.info.com.cn.
9、 The proposal on the change of the board of directors and the election of independent directors of the ninth board of directors was deliberated and adopted
1. Agree to nominate Mr. Li Jiaming, Ms. Chen Xueping, Mr. Deng tengjiang and Ms. Huang Zhimin as candidates for the ninth independent director of the company;
2. It is agreed to submit the above candidates for the ninth independent director to the third extraordinary general meeting of shareholders in 2021 for review
And adopt the cumulative voting system for election.
The above candidates for independent directors have obtained the qualification certificate of independent directors, and their qualifications need to be filed and reviewed by Shenzhen Stock Exchange. After there is no objection, they can be submitted to the third extraordinary general meeting of shareholders of the company in 2021 for deliberation.
The independent directors of the company issued independent opinions on the proposal.
Voting: 11 in favor, 0 against and 0 abstention.
See the announcement on the general election of the board of directors (Announcement No. 2021-95) disclosed by the company in China Securities Journal, securities times and http://www.cn.info.com.cn.
10、 The proposal on convening the third extraordinary general meeting of shareholders in 2021 was deliberated and adopted
It is agreed to convene the third extraordinary general meeting of shareholders in 2021 on December 30, 2021 to review the proposal on Amending the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the rules of procedure of the board of supervisors, and the proposal on formulating the working system of independent directors of the company Six proposals, including the proposal on the company’s expected daily connected transaction quota in 2022, the proposal on the change of the board of directors and the election of non independent directors of the ninth board of directors, the proposal on the change of the board of directors and the election of independent directors of the ninth board of directors, and the proposal on the change of the board of supervisors and the election of shareholder representative supervisors of the ninth board of supervisors.
Voting results: 11 in favor, 0 against and 0 abstention.
See the notice on convening the third extraordinary general meeting of shareholders of the company in 2021 (Announcement No. 2021-98) disclosed by the company in China Securities Journal, securities times and cninfo (www.cn. Info. Com.. CN).
It is hereby announced.
Guangxi Liugong Machinery Co.Ltd(000528) board of directors December 13, 2021
