Securities code: 000912 securities abbreviation: Sichuan Lutianhua Company Limited(000912) Announcement No.: 2021-047
Sichuan Lutianhua Company Limited(000912)
With regard to the announcement of the resolution of the 21st Meeting of the seventh board of directors, the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Convening of board meeting
Sichuan Lutianhua Company Limited(000912) (hereinafter referred to as “the company”) ）The office of the board of directors sent the notice of convening the 21st Meeting of the seventh board of directors to all directors of the company by e-mail on December 16, 2021. The meeting was held as scheduled by means of communication at 9:00 on December 27, 2021. 9 directors should attend the meeting and 9 directors actually attended the meeting. The meeting was presided over by Mr. Liao tingjun, chairman of the board. The meeting was held in accordance with the relevant provisions of the company law and the articles of association, and was legal and effective.
2、 Deliberations of the board meeting
After carefully reviewing the written proposals submitted, the Directors voted by fax and passed the following proposals:
(i) Proposal on prediction of daily connected transactions in 2022
Director Liu Qi and director Chen Jin avoided voting due to their status as related persons. For details, see the announcement on the forecast of daily connected transactions in 2022 (Announcement No.: 2021-049) published on the same day.
According to the provisions of the guiding opinions on the establishment of independent director system in listed companies on “major related party transactions shall be submitted to the board of directors for discussion after being approved by independent directors”, three independent directors of the board of directors of the company have expressed their prior approval opinions and independent opinions on the related party transaction proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
（2） Proposal on adding and electing non independent directors of the 7th board of directors of the company
The company received the application of Mr. Zhou Yongjian to resign as a director of the company due to reaching the legal retirement age. After the study and decision of the board of directors of the company, Mr. Zhou Yongjian was approved to resign as a director of the seventh board of directors of the company. According to relevant laws and exchange rules, the nomination committee of the board of directors of the company nominates Mr. Chen Maozhu as a candidate for non independent director of the seventh board of directors of the company. The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the current board of directors. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. For details, see the announcement on resignation and addition of directors published by the company on the same day (Announcement No.: 2021-050).
Director Zhou Yongjian abstained from voting.
Voting results: 8 in favor, 0 against and 0 abstention.
（3） Proposal on business cooperation and related party transactions with Bank Of China Limited(601988)
Bank Of China Limited(601988) holds 16.45% of the company’s shares. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the company forms a related relationship with Bank Of China Limited(601988) , and the business cooperation is a related party transaction, and the related director Zhou Yongjian avoids voting. For details, see the announcement on business cooperation and related party transactions with Bank Of China Limited(601988) published on the same day (Announcement No.: 2021-051).
Voting results: 8 in favor, 0 against and 0 abstention.
（4） According to the proposal on business cooperation and related party transactions with Agricultural Bank Of China Limited(601288) , China Agricultural Bank Of China Limited(601288) holds 10.54% of the company’s shares. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the company forms a related relationship with Agricultural Bank Of China Limited(601288) , and the business cooperation is a related party transaction, and the related director Xu Rong avoids voting. For details, see the report on Agricultural Bank Of China Limited(601288) announcement on business cooperation and related party transactions (Announcement No.: 2021-052).
Voting results: 8 in favor, 0 against and 0 abstention.
（5） Proposal on convening the first extraordinary general meeting of shareholders in 2022
For details, see the notice on convening the first extraordinary general meeting in 2022 (Announcement No.: 2021-053) published at the same time as this announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
(i) Sichuan Lutianhua Company Limited(000912) resolution of the 21st Meeting of the seventh board of directors
It is hereby announced
Sichuan Lutianhua Company Limited(000912) board of directors
December 27, 2021
