Securities code: Poly Union Chemical Holding Group Co.Ltd(002037) securities abbreviation: Poly Union Chemical Holding Group Co.Ltd(002037) Announcement No.: 202210 Poly Union Chemical Holding Group Co.Ltd(002037)
Announcement of resolutions of the 18th meeting of the 6th 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.
Poly Union Chemical Holding Group Co.Ltd(002037) (hereinafter referred to as “the company”) the notice of the 18th meeting of the sixth board of directors was sent by e-mail on February 21, 2022. The meeting was held in the conference room on the 2nd floor of jiulianhua building, No. 213 Baoshan North Road, Guiyang City, Guizhou Province by on-site combined communication at 9:30 a.m. on February 28, 2022. The meeting was presided over by the chairman, Mr. an Shengjie. There were 9 directors who should attend the meeting, 9 actually attended the meeting, and the company’s supervisors and senior managers attended the meeting as nonvoting delegates. The convening of this meeting complies with the provisions of the company law and the articles of association. In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the proposals deliberated and adopted at the meeting are hereby announced as follows:
1、 Deliberation of proposals
1. Deliberated and adopted the proposal on correction and explanation of the achievement of performance commitments of major asset restructuring in 2018
According to the recent special inspection of the company by Guizhou regulatory bureau of China Securities Regulatory Commission, Guizhou Panjiang civil blasting Co., Ltd. (hereinafter referred to as “Panjiang civil blasting”) and Guizhou Kaiyuan Blasting Engineering Co., Ltd. (hereinafter referred to as “Kaiyuan blasting”) which are the subject of major asset restructuring in 2018 Shandong Yinguang civil blasting equipment Co., Ltd. (now renamed “poly aoruikai (Shandong) Mining Service Co., Ltd.”, hereinafter referred to as “Yinguang civil blasting”, together with “Panjiang civil blasting” and “Kaiyuan blasting”, the “target company”) adjusted the actual profit in 20182020. After adjustment, the actual profit in 2019 of Panjiang civil blasting did not meet the performance commitment, The actual profit of Yinguang civil explosion from 2018 to 2020 did not meet the performance commitment. For details, the company published it on China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN) on the same day The note of Poly Union Chemical Holding Group Co.Ltd(002037) on the correction of the performance commitment of major asset restructuring in 2018.
The independent directors have expressed their independent opinions on the proposal. For details, please refer to the company’s website www.cn.info.com.cn Opinions of relevant independent directors on.
Voting results: 9 in favor, 0 against and 0 abstention.
2. Deliberated and passed the proposal on directional repurchase of shares to be compensated by performance commitment compensation obligors
The company plans to cooperate with Guizhou Panjiang chemical (Group) Co., Ltd., Guizhou industrial investment (Group) Co., Ltd. (renamed Guizhou Wujiang Energy Investment Co., Ltd.), Wengfu (Group) Co., Ltd., poly Jiulian Holding Group Co., Ltd The agreement on performance commitment and profit compensation and its supplementary agreement signed by Shandong Yinguang Chemical Group Co., Ltd. (hereinafter collectively referred to as “compensation obligor”) and the report on the purchase of assets and related party transactions by issuing shares by Guizhou Jiulian civil explosive equipment development Co., Ltd. (Revised Version), Supervise and urge the above compensation obligors to fulfill their compensation obligations on the matters that the actual profits of Panjiang minbang in 2019 and Yinguang minbang in 20182020, the subject of major asset restructuring in 2018, did not meet the performance commitments. For details, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) published by the company on the same day Announcement of Poly Union Chemical Holding Group Co.Ltd(002037) on shares to be compensated by performance commitment compensation obligors of directional repurchase on.
Affiliated directors an Shengjie, Zhang Yi, Li Guangcheng, Guo Jianquan, Hou Hongxiang and Rao Yu avoided voting on this proposal.
The independent directors issued prior approval opinions and independent opinions on this matter: they unanimously agreed to the proposal and agreed to submit the proposal to the board of directors and the general meeting of shareholders for deliberation. For details, please refer to cninfo.com.cn published by the company on the same day Opinions of relevant independent directors on.
Voting results: 3 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 the special report on the use of the company’s previously raised funds (issuing shares to purchase assets) was deliberated and adopted
Agree to the report on the use of Poly Union Chemical Holding Group Co.Ltd(002037) previously raised funds (issuing shares to purchase assets) as of December 31, 2021 and the report on the use of Poly Union Chemical Holding Group Co.Ltd(002037) previously raised funds (issuing shares to purchase assets) (xksbz [2022] No. zg10104) updated and issued by Lixin Certified Public Accountants (special general partnership), And agree to request the general meeting of shareholders to authorize the board of directors to make necessary amendments, supplements, adjustments and updates to the above-mentioned report in accordance with relevant regulations, the requirements of the securities regulatory authority and Shenzhen Stock Exchange and the progress of the company’s non-public offering. For details, please refer to cninfo.com.cn published by the company on the same day Full report on.
The independent directors have expressed their independent opinions on this matter. For details, please refer to the company’s website (www.cn. Info. Com. CN.) published on the same day Opinions of relevant independent directors on.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
4. Deliberated and passed the proposal on Amending the articles of association
After the proposal on directional repurchase of shares to be compensated by performance commitment compensation obligors is approved by the general meeting of shareholders, the company will repurchase the compensated shares at a total price of RMB 1, and cancel them according to law, and the registered capital of the company will change accordingly; In combination with the above changes and other actual conditions of the company, the company revised the articles of association. For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Disclosed articles of Association (Draft) and its amendment comparison table.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for approval.
5. The proposal on requesting the general meeting of shareholders to authorize the board of directors of the company to fully handle matters related to share repurchase, cancellation and industrial and commercial changes was deliberated and adopted
It is agreed that the board of directors shall request the general meeting of shareholders to authorize the board of directors and relevant persons to fully handle all matters related to performance compensation, share repurchase, cancellation, capital reduction, amendment of the articles of association and industrial and commercial change registration:
(1) Implement the specific plan for the share repurchase and cancellation in accordance with national laws, regulations, relevant provisions of securities regulatory authorities and resolutions of the general meeting of shareholders of the company and in combination with specific conditions;
(2) Handle the opening of repurchase account and share repurchase in accordance with the provisions of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd; (3) After the completion of this share repurchase, handle the cancellation of shares in Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd;
(4) Amending the articles of association and handling the industrial and commercial change registration and other related matters; (5) Sign, supplement, modify, submit, receive and execute all documents and agreements related to the share repurchase, cancellation, capital reduction, amendment of the articles of association and industrial and commercial change registration;
(6) Handle other matters related to the share repurchase, cancellation, capital reduction, amendment of the articles of association and industrial and commercial change registration;
(7) The validity period of this authorization shall come into force after the deliberation and approval of the general meeting of shareholders, and shall end on the date when the company’s share repurchase, cancellation, capital reduction, amendment of the articles of association, industrial and commercial change registration and other relevant matters are fully implemented.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
6. The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
It is agreed to hold the second extraordinary general meeting of shareholders in 2022 in the conference room on the second floor of jiulianhua building, 213 Baoshan North Road, Guiyang City, Guizhou Province on Wednesday, March 16, 2022 to consider relevant proposals. For details, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) published by the company on the same day Notice on convening the second extraordinary general meeting of shareholders in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
2、 Documents for future reference
1. Resolutions of the 18th meeting of the 6th board of directors of the company;
2. Prior approval opinions and independent opinions of independent directors on matters related to the 18th meeting of the sixth board of directors.
It is hereby announced.
Poly Union Chemical Holding Group Co.Ltd(002037) board of directors February 28, 2022
