Securities code: Xcmg Construction Machinery Co.Ltd(000425) securities abbreviation: Xcmg Construction Machinery Co.Ltd(000425) Announcement No.: 202217
Xcmg Construction Machinery Co.Ltd(000425)
Announcement on the (Interim) resolution of the 34th meeting of the 8th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Xcmg Construction Machinery Co.Ltd(000425) (hereinafter referred to as ” Xcmg Construction Machinery Co.Ltd(000425) ” and “the company”) the 34th meeting (Interim) of the 8th board of supervisors was sent in writing on Tuesday, March 8, 2022, and the meeting was held off-site on Thursday, March 10, 2022. There are 7 members of the board of supervisors of the company and 7 supervisors actually exercising voting rights, including Ms. Li Ge, Ms. Jiang Lei, Mr. Xu Qingwen, Mr. Ji Dongsheng, Mr. Lin Hai, Mr. Li Hao and Mr. Huang Jianhua. The convening, convening and voting procedures of this meeting comply with the provisions of relevant laws, regulations and the articles of association, and the resolutions formed at the meeting are legal and effective.
2、 Deliberation at the meeting of the board of supervisors
The meeting voted by open ballot and considered and adopted the following matters:
(I) proposal on Approving the company’s absorption and merger of XCMG Construction Machinery Co., Ltd. and related party transactions related audit reports and reference review reports
The company plans to issue shares to absorb and merge XCMG Construction Machinery Co., Ltd. (hereinafter referred to as “XCMG”) (hereinafter referred to as “this transaction”). The benchmark date of audited financial data of XCMG Co., Ltd., the subject company of this transaction, is June 30, 2021,
The expiration date of validity is December 31, 2021. Considering that the financial data in the documents related to this transaction with June 30, 2021 as the audit base date has expired, in accordance with the provisions of the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the standard for the contents and forms of information disclosure of companies offering securities to the public No. 26 – major asset restructuring of listed companies and relevant normative documents, In order to ensure the smooth progress of this transaction, the company hired Tianheng Certified Public Accountants (special general partnership) and Suya Jincheng Certified Public Accountants (special general partnership) to issue audit reports and reference review reports respectively on September 30, 2021.
Voting: 7 in favor, 0 against and 0 abstention
(II) proposal on the report on Xcmg Construction Machinery Co.Ltd(000425) absorption and merger of XCMG Construction Machinery Co., Ltd. and related party transactions (Draft) (Revised Version) and its abstract
In accordance with the relevant provisions of laws, regulations and normative documents such as the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies, and based on the additional audit report, reference review report and the feedback of the CSRC, Prepared the report on Xcmg Construction Machinery Co.Ltd(000425) absorption and merger of XCMG Construction Machinery Co., Ltd. and related party transactions (Draft) (Revised Version) and its abstract.
Voting: 7 in favor, 0 against and 0 abstention
(III) proposal on signing the supplementary agreement of performance commitment compensation agreement with effective conditions
The company and Xuzhou Construction Machinery Group Co., Ltd. signed Xu – 2 with effective conditions-
Supplementary agreement (I) to the performance commitment compensation agreement between China Construction Machinery Group Co., Ltd. and Xuzhou Construction Machinery Group Co., Ltd.
Voting: 7 in favor, 0 against and 0 abstention
3、 Documents for future reference
(I) the resolution of the board of supervisors signed by the attending supervisors and stamped with the seal of the board of supervisors; (II) other documents required by SZSE.
It is hereby announced.
Xcmg Construction Machinery Co.Ltd(000425) board of supervisors
March 11, 2022
