Announcement on the resolution of the 7th session of the 8th board of directors
Stock abbreviation: Norinco International Cooperation Ltd(000065) Stock Code: Norinco International Cooperation Ltd(000065) Announcement No.: 2022004 convertible bond abbreviation: Northern convertible bond convertible bond Code: 127014
Norinco International Cooperation Ltd(000065)
Announcement on the resolution of the 7th session of the 8th 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 without false records, misleading statements or major omissions.
The notice of the 7th Meeting of the 8th board of directors of Norinco International Cooperation Ltd(000065) (hereinafter referred to as "the company" or " Norinco International Cooperation Ltd(000065) ") was sent to all directors of the company by email on March 2, 2022. The meeting was held on March 7, 2022 in the form of communication voting. There were 9 directors who should participate in the deliberation and voting and 9 directors who actually participated in the deliberation and voting. The convening procedure of the meeting complies with the relevant provisions of the company law and the articles of association, and the meeting is legal and effective. After deliberation by all directors attending the meeting:
1、 The board of directors deliberated and approved the proposal of the company's daily connected transaction forecast in 2022.
Voting results: 3 in favor, 0 against and 0 abstention. Related directors Zhang Guanjie, Wan Cheng, Yan Yunfei, Yuan Jun, Zhang Xiaoming and Cheng Kefei avoided voting.
All independent directors have expressed independent opinions on this proposal after prior approval. The specific contents of this proposal are detailed in the same day's China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) Announcement on the forecast of daily connected transactions in 2022.
This proposal must be submitted to the general meeting of shareholders for deliberation and approval. The time of the shareholders' meeting will be notified separately.
2、 The board of directors deliberated and approved the proposal of the company's application for comprehensive credit line in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
In 2022, the company applied for the relevant bank credit line of 48.494 billion yuan. Within the scope of the above credit line, the signature of the legal representative authorized by the board of directors is valid, which shall be handled by the business team, and then reported to the board of directors for filing.
This proposal shall be submitted to the general meeting of shareholders for deliberation and approval. The time of the shareholders' meeting will be notified separately.
3、 The board of directors deliberated and approved the proposal on the election of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
Announcement on the resolution of the 7th session of the 8th board of directors
Due to job changes, Ms. Zhang Xiaoming, a director of the company, applied to resign from the position of director of Norinco International Cooperation Ltd(000065) the 8th board of directors.
At present, the controlling shareholder of the company, China North Industry Co., Ltd., recommends Mr. Wang Qingkang as the candidate for the board of directors of Norinco International Cooperation Ltd(000065) the eighth board of directors. The term of office starts from the date of deliberation and approval by the general meeting of shareholders and ends at the expiration of the term of office of the eighth board of directors. After the change of directors, the total number of directors who concurrently serve as senior managers of the company and staff representatives in the board of directors does not exceed half of the total number of directors of the company.
All independent directors expressed their independent opinions on this proposal as follows:
(1) The nomination procedures of the candidates for directors are standardized and comply with the company law, the articles of association and other relevant provisions;
(2) After reviewing the resumes and other materials of directors' candidates, it is not found that they are not allowed to serve as directors of the company according to the company law, nor are they determined by the CSRC to be banned from the market and the ban has not been lifted. The qualifications of the above-mentioned relevant personnel meet the conditions for serving as directors of listed companies and the relevant provisions of the company law and the articles of Association;
(3) Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
This proposal shall be submitted to the general meeting of shareholders for deliberation and approval, and the time of the general meeting of shareholders shall be notified separately.
The resume of director candidates is attached.
4、 The board of directors deliberated and approved the proposal of authorizing two directors to sign the articles of association and handle matters related to Hong Kong recognition / registration of the articles of association on behalf of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
According to the relevant provisions of the China Securities Regulatory Commission on the regulatory arrangements for the allotment of shares by listed companies under the interconnection of the mainland and Hong Kong stock markets and the Hong Kong Securities and Futures Commission (hereinafter referred to as the "CSRC"), when A-share listed companies allot shares to the public and issue Securities (hereinafter referred to as the "allotment"), It is also necessary to allot shares to Hong Kong investors through the interconnection between the mainland and Hong Kong stock markets. As the subject of interconnection between the mainland and Hong Kong stock markets, the company needs to register with the Hong Kong company registry after the approval and registration of the company's allotment by the Hong Kong Securities Regulatory Commission in accordance with relevant procedures. The board of directors of the company authorizes former director Jun and director Cheng Kefei to sign the articles of association on behalf of the company for approval, registration and filing with the Hong Kong Securities Regulatory Commission and the Hong Kong company registry, and handle all other matters related to the approval / registration of the articles of association on behalf of the company.
The two directors may, within the scope of the above authorization, authorize relevant personnel to handle the company's registration procedures on behalf of the company
Announcement on the resolution of the 7th session of the 8th board of directors
The registration items of the application for approval of the allotment of shares by the Hong Kong Securities Regulatory Commission, the matters submitted to the Hong Kong Securities Regulatory Commission and the Hong Kong company registry for approval, registration and filing, and all other specific matters related to the Hong Kong recognition / registration of the allotment of shares.
5、 The meeting deliberated and approved the proposal of convening the first extraordinary general meeting of shareholders in 2022. Voting results: 9 in favor, 0 against and 0 abstention.
The company plans to hold the first extraordinary general meeting of shareholders in Norinco International Cooperation Ltd(000065) 2022 on March 25, 2022. The specific contents of this proposal are detailed in the notice on convening the first extraordinary general meeting of shareholders in 2022 published in China Securities Journal, securities times and cninfo on the same day. Documents for future reference
Resolution of the 7th session of the 8th board of directors
Opinions of independent directors
Norinco International Cooperation Ltd(000065) board of directors March 9, 2002
Announcement on the resolution of the 7th session of the 8th board of directors
Resume of director candidates:
Wang Qingkang, born in 1978, is a member of the Communist Party of China. He graduated from the Department of accounting of the Central University of Finance and economics, Bachelor of management, Guanghua School of management of Peking University, master of accounting and senior accountant.
He has successively served as the staff and deputy director of the inspection department of China North Industry Co., Ltd., the financial director of North lalibera Engineering Construction Co., Ltd., the chief accountant of North Equipment Co., Ltd., the chief accountant of Zhenhua petroleum Holding Co., Ltd., and the director of the audit and risk management Department of China North Industry Co., Ltd. Currently, he is the director of Finance Department of China North Industry Co., Ltd., director of Zhenhua petroleum Holding Co., Ltd., director of North Mining Co., Ltd., director of China Wanbao Engineering Co., Ltd., director of North Industrial Technology Co., Ltd., director of Beijing AoXin Chemical Technology Development Co., Ltd. and director of North Lingyun Industry Group Co., Ltd. It is verified that Mr. Wang Qingkang does not hold Norinco International Cooperation Ltd(000065) of the shares, does not have the situation that he is not allowed to be nominated as a director, has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, has not been filed for investigation by judicial organs for suspected crimes or filed for inspection by the CSRC for suspected violations of laws and regulations, and is not a person subject to dishonesty, It has an association with the controlling shareholder and actual controller of the company, China North Industry Co., Ltd. and the shareholder holding more than 5% of the company's shares, and has no association with other shareholders holding more than 5% of the company's shares and their actual controllers, other directors, supervisors and senior managers of the company, which complies with relevant laws, administrative regulations Qualifications required by departmental rules, normative documents, stock listing rules and other relevant regulations of Shenzhen Stock Exchange. It is recommended by China North Industry Co., Ltd. as a candidate for the board of directors of Norinco International Cooperation Ltd(000065) the 8th board of directors.
