Stock Code: Jiangsu Eastern Shenghong Co.Ltd(000301) stock abbreviation: Jiangsu Eastern Shenghong Co.Ltd(000301) Announcement No.: 2022028 bond Code: 127030 bond abbreviation: Shenghong convertible bond
Bond Code: 114578 bond abbreviation: 19 Shenghong G1
Jiangsu Eastern Shenghong Co.Ltd(000301)
Announcement on the resolutions of the 44th meeting of the 8th 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.
1、 Meetings of the board of directors
Jiangsu Eastern Shenghong Co.Ltd(000301) (hereinafter referred to as “the company”) the 44th meeting of the eighth board of directors was sent by hand, fax or e-mail on February 22, 2022, and held by means of communication voting on February 28, 2022. There are 7 directors who should attend the board meeting, and 7 directors actually attended the meeting. The meeting is presided over by Mr. Miao Hangen, chairman of the board, and senior managers of the company attend the meeting as nonvoting delegates. The materials of this board meeting shall be submitted to all supervisors of the company for review at the same time.
The convening of the board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
1. The proposal on changing the company’s business scope and amending the articles of association was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
According to the future development of the company and the actual business situation, it is proposed to adjust the business scope of the company, revise the corresponding contents of “Article 14” of the articles of association, and submit to the general meeting of shareholders to authorize the chairman of the company and the person appointed by the chairman to handle relevant industrial and commercial registration, filing of the articles of association and other matters.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
The amendment to the articles of association was also published on cninfo.com（ http://www.cn.info.com.cn. ）Disclosure on.
2. The proposal on changing the registered capital of the company and amending the articles of association was deliberated and passed
Voting results: 7 in favor, 0 against and 0 abstention.
As of February 25, 2022, 1111528326 new shares were listed on Shenzhen Stock Exchange on January 27, 2022 due to the company’s implementation of issuing shares to acquire assets; 7447 shares of capital stock were increased due to the conversion of convertible corporate bonds (bonds referred to as “Shenghong convertible bonds”, bond code “127030”). Due to the above matters, the total number of shares of the company increased from 4834960195 shares to 5946495968 shares. The company plans to amend the relevant provisions of the articles of association and decides to change the registered capital of the company: the registered capital of the company is changed from RMB 4834960195 to RMB 5946495968. Request the general meeting of shareholders to authorize the chairman of the company and the person appointed by the chairman to handle relevant industrial and commercial registration, filing of articles of association and other matters.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
The amendment to the articles of association was also published on cninfo.com（ http://www.cn.info.com.cn. ）Disclosure on.
3. The proposal on nominating candidates for independent directors of the company was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
Mr. Zhang songxun, an independent director, applied to resign as an independent director of the 8th board of directors and a member of the corresponding special committee of the board of directors due to the new regulations on part-time work in his work unit. His resignation will take effect after the by election of the independent director of the company. Approved by the nomination committee of the board of directors, the board of directors nominated Mr. Xu Jinye as the candidate for independent director of the eighth board of directors. 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 eighth board of directors.
The independent directors expressed their consent.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation. The qualification and independence of independent director candidates shall be reviewed by Shenzhen Stock Exchange before they can be submitted to the general meeting of shareholders for deliberation.
The announcement on the resignation and by election of independent directors (Announcement No.: 2022030), the statement on the nominees of independent directors (Announcement No.: 2022031) and the statement on the candidates of independent directors (Announcement No.: 2022032) were also published in the securities times, China Securities Journal, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）Disclosure on.
4. The proposal on confirming the daily connected transactions in 2021 and the expected daily connected transactions in 2022 was considered and adopted
Voting results: 6 in favor, 0 against and 0 abstention. Mr. Miao Hangen, a related director, avoided this vote.
Due to the needs of production and operation, the company is expected to cooperate with the actual controller of the company and its controlled enterprises, Shenghong Group Co., Ltd. and its subordinate printing and dyeing enterprises, Shenghong Petrochemical Group Co., Ltd., Jiangsu Lianyungang Port Co.Ltd(601008) Rongtai chemical storage Co., Ltd., Jiangsu Lianyungang Port Co.Ltd(601008) xinrongtai wharf Co., Ltd., Jiangsu Lianyungang Port Co.Ltd(601008) Hongyang port storage and Transportation Co., Ltd Jiangsu Lianyungang Port Co.Ltd(601008) Guanghong Industrial Co., Ltd. and other daily related party transactions totaled 815045100 yuan; The total amount of daily related party transactions with enterprises controlled by relatives of the actual controller, such as Suzhou Suzhen Thermal Power Co., Ltd. Jiangsu Lianyungang Port Co.Ltd(601008) Hongyang Thermal Power Co., Ltd., is 6581847 million yuan.
The independent directors approved the matter in advance and expressed their independent opinions.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
The announcement on confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022 (Announcement No.: 2022033) was also published in securities times, China Securities Journal, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）Disclosure on.
5. The proposal on Amending the rules of procedure of the general meeting of shareholders was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
At the same time, the rules of procedure of the shareholders’ meeting (revised on cninfo.com)（ http://www.cn.info.com.cn. ）Disclosure on.
6. The proposal on Amending the rules of procedure of the board of directors was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
The rules of procedure of the board of directors (Revised Version) are also published on cninfo.com（ http://www.cn.info.com.cn. ）Disclosure on.
7. The proposal on convening the third extraordinary general meeting of shareholders in 2022 was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
The company decided to hold the third extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting at 14:30 p.m. on Wednesday, March 16, 2022.
The notice on convening the third extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022034) was also published in the securities times, China Securities Journal, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）Disclosure on.
3、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting;
2. Prior approval and independent opinions of independent directors.
It is hereby announced.
Jiangsu Eastern Shenghong Co.Ltd(000301) board of directors
March 1, 2022
