Securities code: 300195 securities abbreviation: Masterwork Group Co.Ltd(300195) Announcement No.: 2021-132 Masterwork Group Co.Ltd(300195)
Announcement on the resolutions of the 22nd Meeting of the 5th 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.
Masterwork Group Co.Ltd(300195) (hereinafter referred to as “the company”) ）The 22nd Meeting of the 5th board of directors was convened by Ms. Li Li, chairman of the board. The meeting notice was sent by e-mail on December 21, 2021 and held by communication at 10:00 a.m. on December 23, 2021. The meeting was presided over by Ms. Li Li, chairman of the board, and voting rights were exercised by mail and fax. There are 7 directors who should participate in the voting at the meeting, and 7 directors actually participate in the voting, including 3 independent directors. The company’s supervisors and some senior managers attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law of the people’s Republic of China and the articles of association.
The following proposals were considered and adopted by the directors attending the meeting:
1、 The proposal on transferring part of equity of wholly-owned subsidiaries and capital increase and related party transactions was reviewed and passed
After deliberation by the board of directors, it is agreed that the company and Heidelberger Druckmaschinen AG sign the equity transfer and capital increase agreement to transfer 40% equity of the wholly-owned subsidiary Changde technology to Heidelberg and further jointly increase its capital. This equity transfer and capital increase can introduce strategic partners, improve the anti risk ability of Changde technology and enhance the profitability of the company. The capital increase of Changde technology is funded from the company’s own funds, which will not have an adverse impact on the company’s main business, financial and operating conditions, and there is no damage to the interests of listed companies and shareholders.
The independent directors of the company approved and gave independent opinions on the proposal in advance, and the board of supervisors gave audit opinions on the proposal, For details of relevant equity transfer and capital increase, please refer to the announcement on transfer of partial equity and capital increase of wholly-owned subsidiaries and related party transactions (Announcement No.: 2021-134) disclosed by the company on cninfo.com. This transaction is a related party transaction, and related directors Li Li and Gao Mei avoided voting. This proposal was adopted with 5 votes in favor, 0 votes against and 0 abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on providing guarantee for the holding subsidiary evergreen Huaxin Financial Leasing Co., Ltd. was reviewed and adopted
The board of Directors believes that EVA Huaxin has good credit and normal operation. After reviewing the financial statements and projects of EVA Huaxin in the latest year, each project operates normally and has good solvency. EVA Huaxin signed the counter guarantee contract with the company, and the financial risk of providing guarantee is within the controllable range of the company. There is no damage to the interests of the company and shareholders, which does not have a significant impact on the company’s financial status and operating results. The board of directors agrees that the company shall provide joint and several liability guarantee of no more than 30 million yuan for the sale and leaseback business of EVA Huaxin. The board of directors of the company authorizes the chairman and his authorized personnel to handle the specific matters of this transaction and sign relevant agreements.
The independent directors of the company issued independent opinions, and the board of supervisors issued review opinions on the proposal. For details of the guarantee, see the announcement on providing guarantee for the holding subsidiary evergreen Huaxin Financial Leasing Co., Ltd. (Announcement No.: 2021-135) disclosed by the company on cninfo.com.
The motion was adopted by 7 votes in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 The proposal on providing guarantee for Tianjin Beiying renewable resources Recycling Co., Ltd., a secondary holding subsidiary, was reviewed and adopted
After consulting the financial statements and contracts of Tianjin Beiying in the latest year, the board of directors found that Tianjin Beiying has good credit, normal production and operation and good solvency. Both Tianjin Beiying and Beijing Beiying have signed counter guarantee contracts with the company. The financial risk of providing guarantee this time is within the company’s control, there is no damage to the interests of the company and shareholders, and there is no significant impact on the company’s financial status and operating results. The board of directors agreed to provide Tianjin Beiying with a guarantee of no more than 20 million yuan. The board of directors of the company authorizes the chairman and his authorized personnel to handle the specific matters of this transaction and sign relevant agreements.
The independent directors of the company gave independent opinions, and the board of supervisors gave review opinions on the proposal. For details of the guarantee, see the announcement on providing guarantee for Tianjin Beiying renewable resources Recycling Co., Ltd., a secondary subsidiary of the company, disclosed on cninfo.com (Announcement No.: 2021-136).
The motion was adopted by 7 votes in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was reviewed and adopted
The company plans to hold the first extraordinary general meeting of shareholders in 2022 on January 11, 2022 to review the relevant proposals considered and adopted at the 22nd Meeting of the Fifth Board of directors and the 20th meeting of the Fifth Board of supervisors. For details of the notice on the general meeting of shareholders, see the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2021-137) disclosed by the company on cninfo.com.
The motion was adopted by 7 votes in favor, 0 against and 0 abstention.
Documents for future reference
1. The Masterwork Group Co.Ltd(300195) resolution of the 22nd Meeting of the 5th board of directors is hereby announced
Masterwork Group Co.Ltd(300195) board of directors December 24, 2021
