Securities code: Western Mining Co.Ltd(601168) securities abbreviation: Western Mining Co.Ltd(601168) No.: pro 2022006
Announcement of resolutions of the 15th meeting of the 7th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Meetings of the board of directors
(I) the convening and convening of this board meeting comply with relevant laws, regulations and the articles of association.
(II) the notice and proposal of the meeting of the board of directors were sent to all directors by mail on February 23, 2022.
(III) the meeting of the board of directors was held by on-site voting in Xining City, Qinghai Province on February 28, 2022.
(IV) there were 7 directors who should attend the meeting of the board of directors, and 6 directors actually attended the meeting. Director Liang Yanbo was unable to attend the meeting due to business trip. Director Ma Mingde was authorized to attend the meeting and vote on his behalf. The number of valid votes at the meeting was 7.
(V) the board of directors is chaired by Chairman Wang Haifeng, and some supervisors and senior managers of the company attend the meeting as nonvoting delegates.
2、 Deliberations of the board meeting
(I) proposal on related party transaction of transferring 27% equity of Qinghai Dongtai Jinaier lithium resources Co., Ltd. held by the controlling shareholder Western Mining Co.Ltd(601168) Group Co., Ltd
The meeting agreed that the company will take November 30, 2021 as the base date, and the corresponding appraisal value of 27% equity of Qinghai Dongtai Jinaier lithium resources Co., Ltd. is 3342647628 yuan. The company will transfer the 27% equity of Qinghai Dongtai Jinaier lithium resources Co., Ltd. held by the controlling shareholder Western Mining Co.Ltd(601168) Group Co., Ltd, And submit the proposal to the first extraordinary general meeting of shareholders in 2022 for deliberation and approval (see interim Announcement No. 2022007 for details). Independent opinions of independent directors of the company:
1. The company’s transfer of 27% equity of Qinghai Dongtai Jinaier lithium resources Co., Ltd. held by the controlling shareholder Western Mining Co.Ltd(601168) Group Co., Ltd. can expand the company’s resource development field, keep up with the national new energy and new material industrial policy, accelerate the transformation and upgrading of the company’s industrial structure, and constantly create a new profit growth point of the company;
2. The transaction pricing of the above related party transactions is issued by an evaluation institution with securities and futures business qualification. The appraiser has no equity relationship, debt relationship or other interest relationship with the company, and follows the principles of marketization and fairness. The interests of the listed company and non related shareholders are not damaged;
3. Bei Northking Information Technology Co.Ltd(002987) Yashi asset appraisal firm (special general partnership) selected by the company this time is an asset appraisal institution approved by the Ministry of finance of the people’s Republic of China and the China Securities Regulatory Commission with the qualification to engage in Securities and futures related appraisal business. At the same time, it is an appraisal institution with the qualification certificate of exploration right and mining right appraisal issued by the China Association of mining appraisers, Qualified for this assessment.
4. By reading and studying the relevant appraisal assumptions in the asset appraisal report, we believe that it is in line with the actual political and economic environment of the country and the actual business and environment of the enterprise. The appraisal institution analyzed the results of the asset-based method and market-oriented appraisal, took the asset-based method as the final result of the appraisal, and followed the principles of rationality and prudence.
5. The deliberation and voting procedures of this proposal are legal, and the related directors avoid voting, which is in line with the provisions of relevant laws and regulations, the articles of association and the measures for the administration of related party transactions.
Among the directors attending the meeting, Wang Haifeng and Kang Yanyong, affiliated directors, avoided voting.
Voting results: 5 in favor, 0 against and 0 abstention.
(II) proposal on considering the production hedging plan in 2022
The meeting agreed to approve the 2022 annual production hedging plan prepared by the company and instruct the management to strictly comply with it. In case of major adjustment, it shall be re examined and approved by the board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
(III) proposal on reviewing the 2022 trade operation and trade hedging plan of Western Mining Co.Ltd(601168) (Shanghai) Co., Ltd
The meeting agreed to approve the 2022 trade operation and trade preservation plan of Western Mining Co.Ltd(601168) (Shanghai) Co., Ltd. prepared by the company, and instruct the management to strictly comply with it. In case of major adjustment, it shall be reviewed and approved by the board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
(IV) proposal on convening the first extraordinary general meeting of shareholders in 2022
The meeting agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 on March 16, 2022 to consider the matters to be submitted to the general meeting for deliberation and approval in the proposal of the meeting (see interim Announcement No. 2022008 for details). Voting results: 7 in favor, 0 against and 0 abstention.
3、 Online announcement attachment
Western Mining Co.Ltd(601168) independent opinions of independent directors of the 7th board of directors on relevant proposals of the 15th meeting of the 7th board of directors
It is hereby announced.
Western Mining Co.Ltd(601168) board of directors
Documents for future reference on March 1, 2022:
(I) Western Mining Co.Ltd(601168) resolution of the 15th meeting of the 7th board of directors
(II) Western Mining Co.Ltd(601168) the statement of prior approval of the independent directors of the seventh board of directors on the connected transactions of the 15th meeting of the seventh board of directors
(III) Western Mining Co.Ltd(601168) the audit and internal control committee of the seventh board of directors reviewed the related party transaction proposal at the 15th meeting of the seventh board of directors
(IV) Western Mining Co.Ltd(601168) the review opinions of the strategy and Investment Committee of the seventh board of directors on the relevant proposals of the 15th meeting of the seventh board of directors
