Securities code: Masterwork Group Co.Ltd(300195) securities abbreviation: Masterwork Group Co.Ltd(300195) Announcement No.: 2022006 Masterwork Group Co.Ltd(300195)
Announcement of the resolution of the 23rd 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 23rd Meeting of the 5th board of directors was convened by Ms. Li Li, the chairman of the board. The meeting notice was sent by email on March 7, 2022 and held by communication at 10:00 a.m. on March 9, 2022. The meeting was presided over by Ms. Li Li, the chairman of the board, and the voting rights were exercised by mail and fax voting. 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 relevant provisions of 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 present at the meeting:
1、 The proposal on renewing the cooperation agreement and related party transactions between the holding subsidiary and Heidelberg Beijing was reviewed and passed
After deliberation by the board of directors, it is agreed that the holding subsidiary of the company, evergreen Huaxin Financial Leasing Co., Ltd. and Heidelberg printing equipment (Beijing) Co., Ltd. continue to cooperate in the field of printing equipment financial leasing and renew the cooperation agreement.
The independent directors of the company approved and expressed independent opinions on the proposal in advance, and the board of supervisors issued review opinions on the proposal. For specific information related to the agreement, see the announcement on renewing the cooperation agreement and related party transactions between the holding subsidiary and Heidelberg Beijing disclosed by the company on cninfo.com (announcement No.: 2022008).
This transaction is a related party transaction, and the related directors Li Li and Gao Mei avoided voting. This proposal was adopted with 5 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.
2、 The proposal on daily connected transactions between the company and Heidelberger Druckmaschinen AG and its subsidiaries was reviewed and adopted
After deliberation by the board of directors, it is agreed that according to the actual situation of the daily connected transactions of the company and its subsidiaries in 2021 and in combination with the needs of the company’s business development, it is expected that the total amount of various daily operating connected transactions with Heidelberg in 2022 will not exceed RMB 39.2 million.
The independent directors of the company approved and expressed independent opinions on the proposal in advance, and the board of supervisors issued review opinions on the proposal. For the specific details of the transaction, see the announcement on the daily connected transactions between the company and Heidelberger Druckmaschinen AG and its subsidiaries disclosed by the company on cninfo.com (Announcement No.: 2022009).
This transaction is a related party transaction, and the related directors Li Li and Gao Mei avoided voting. This proposal was adopted with 5 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 holding secondary subsidiaries was reviewed and passed
After deliberation, the board of directors agreed to provide Tianjin Beiying with a guarantee with a maximum principal amount of no more than 20 million yuan. The board of directors authorized 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, please refer to the announcement on providing guarantee for holding secondary subsidiaries (Announcement No.: 2022010) disclosed by the company on cninfo.com.
The motion was passed by 7 votes in favor, 0 against and 0 abstention.
4、 The proposal on convening the second extraordinary general meeting of shareholders in 2022 was reviewed and passed
The company plans to hold the second extraordinary general meeting of shareholders in 2022 on March 25, 2022 to review the relevant proposals considered and adopted at the 23rd Meeting of the Fifth Board of directors and the 21st Meeting of the Fifth Board of supervisors. For details of the notice on the general meeting of shareholders, please refer to the notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022011) disclosed by the company on cninfo.com.
The motion was passed by 7 votes in favor, 0 against and 0 abstention.
Documents for future reference
1. The resolution of the 23rd Meeting of Masterwork Group Co.Ltd(300195) the 5th board of directors is hereby announced
Masterwork Group Co.Ltd(300195) board of directors March 10, 2022
