Securities code: Xcmg Construction Machinery Co.Ltd(000425) securities abbreviation: Xcmg Construction Machinery Co.Ltd(000425) Announcement No.: 202216
Xcmg Construction Machinery Co.Ltd(000425)
Announcement on the (Interim) resolution of the 58th 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
Xcmg Construction Machinery Co.Ltd(000425) (hereinafter referred to as ” Xcmg Construction Machinery Co.Ltd(000425) ” or “the company”) the notice of the 58th meeting of the eighth board of directors (Interim) was sent in writing on Tuesday, March 8, 2022, and the meeting was held off-site on Thursday, March 10, 2022. There are 9 members of the board of directors of the company, and 9 directors actually exercise voting rights. Nine directors attended the meeting (in order of surname strokes): Mr. Wang Min, Mr. Wang Feiyue, Mr. Lu Chuan, Mr. Zhang Quan, Mr. Yang Dongsheng, Mr. Wu Jianglong, Mr. Kuang Shidao, Mr. Zhou Wei and Ms. Geng Chengxuan. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. 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、 Deliberations of the board meeting
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, and 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.
Related directors Mr. Wang Min, Mr. Lu Chuan, Mr. Yang Dongsheng and Mr. Wu Jianglong withdrew from voting. After the withdrawal of related directors, five non related Directors voted on this proposal. Voting: 5 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.
Related directors Mr. Wang Min, Mr. Lu Chuan, Mr. Yang Dongsheng and Mr. Wu Jianglong – 2-
After the withdrawal of affiliated directors, five non affiliated Directors voted on the proposal. Voting: 5 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 the supplementary agreement (I) to the performance commitment compensation agreement between Xcmg Construction Machinery Co.Ltd(000425) and Xuzhou Construction Machinery Group Co., Ltd. with effective conditions.
Related directors Mr. Wang Min, Mr. Lu Chuan, Mr. Yang Dongsheng and Mr. Wu Jianglong withdrew from voting. After the withdrawal of related directors, five non related Directors voted on this proposal. Voting: 5 in favor, 0 against and 0 abstention
3、 Documents for future reference
(I) resolutions of the board of directors signed and sealed by the directors attending the meeting;
(II) other documents required by SZSE.
It is hereby announced.
Xcmg Construction Machinery Co.Ltd(000425) board of directors
March 11, 2022
