Securities code: 002534 securities abbreviation: Hangzhou Boiler Group Co.Ltd(002534) No.: 2022-001 Hangzhou Boiler Group Co.Ltd(002534)
Announcement on resolutions of the 26th extraordinary meeting of the 5th 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.
Hangzhou Boiler Group Co.Ltd(002534) (hereinafter referred to as “the company”) the notice of the 26th extraordinary meeting of the Fifth Board of directors was sent by mail and delivered by hand on December 27, 2021. The meeting was held by means of communication voting on December 31, 2021. There were 9 directors who should vote and 9 directors who actually voted, which was in line with the relevant provisions of the company law and the articles of association. The meeting was convened and presided over by Mr. Wang Shuifu, chairman of the company. After deliberation and voting by the directors, the following resolutions were formed: I. the proposal on the company’s foreign investment was deliberated and adopted
The company plans to acquire 34.6667% equity of Lanjie energy technology (Shanghai) Co., Ltd. held by the counterparty, and the corresponding equity transfer price is 78 million yuan. At the same time, the company plans to increase capital of 75 million yuan to Lanjie energy. The company plans to pay the acquisition consideration and capital increase in cash, totaling 153 million yuan.
This transaction does not constitute a connected transaction and does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
Voting result: Yes: 9 votes; Against: 0 votes; Avoidance: 0 votes; Abstention: 0 votes.
See the details published in securities times, China Securities Journal and Securities Daily on January 4, 2022 and cninfo.com, the company’s designated information disclosure website http://www.cn.info.com..cn. Announcement on foreign investment of the company. 2、 The proposal on the expansion project of the company’s parking building and related party transactions was deliberated and adopted
Through bidding, the company plans to determine Zhejiang Xizi heavy industry steel structure Co., Ltd. as the construction unit of the parking building expansion project of Chongxian branch, and the total relevant construction cost shall not exceed RMB 16.5 million.
Wang Shuifu, the chairman of the company, is the actual controller of the related party Zhejiang Xizi heavy industry steel structure Co., Ltd. Luo Shiquan, the director, works in the controlling enterprise of the related party Zhejiang Xizi heavy industry steel structure Co., Ltd. he is an associated director and has avoided voting.
Voting result: Yes: 7 votes; Against: 0 votes; Avoidance: 2 votes; Abstention: 0 votes.
The independent directors of the company have expressed their prior approval opinions and independent opinions on the matter, which are published in 2022 for details
On January 4, 2004, the company designated the information disclosure website cninfo.com http://www.cn.info.com..cn. Prior approval opinions of independent directors on related party transactions of the company and independent opinions of independent directors on matters related to the 26th interim meeting of the Fifth Board of directors.
See the details published in securities times, China Securities Journal and Securities Daily on January 4, 2022 and cninfo.com, the company’s designated information disclosure website http://www.cn.info.com..cn. Announcement on the expansion project of the company’s parking building and related party transactions.
3、 The proposal on signing information project cooperation agreement and related party transactions between the company and Pu huizhizao was deliberated and adopted
Through bidding, the company plans to determine Puhui Zhizao Technology Co., Ltd. as the service unit of the company’s information project, and the total project related expenses shall not exceed RMB 16.1 million.
Wang Shuifu, chairman of the company, is a direct relative of the actual controller of the related party Puhui Zhizao Technology Co., Ltd. and belongs to an associated director, who has avoided voting.
Voting result: Yes: 8 votes; Against: 0 votes; Avoidance: 1 vote; Abstention: 0 votes.
The independent directors of the company have expressed their prior approval opinions and independent opinions on this matter. For details, please refer to cninfo.com, the company’s designated information disclosure website on January 4, 2022 http://www.cn.info.com..cn. Prior approval opinions of independent directors on related party transactions of the company and independent opinions of independent directors on matters related to the 26th interim meeting of the Fifth Board of directors.
See the details published in securities times, China Securities Journal and Securities Daily on January 4, 2022 and cninfo.com, the company’s designated information disclosure website http://www.cn.info.com..cn. Announcement on the signing of information project cooperation agreement and related party transactions between the company and Pu huizhizao.
4、 The proposal on developing commodity futures hedging business was deliberated and adopted
The company plans to invest no more than RMB 100 million in margin to carry out hot coil hedging business, and the maximum occupation of required margin shall not exceed RMB 100 million (excluding physical delivery of futures). Within the above limit, the deposit can be recycled. The effective period of business development is from January 2022 to December 2022. The company will use its own funds for hedging.
Voting result: Yes: 9 votes; Against: 0 votes; Avoidance: 0 votes; Abstention: 0 votes.
The independent directors of the company expressed their independent opinions on the above proposal.
See the details published in securities times, China Securities Journal and Securities Daily on January 4, 2022 and cninfo.com, the company’s designated information disclosure website http://www.cn.info.com..cn. Announcement on carrying out commodity futures hedging business.
It is hereby announced.
Hangzhou Boiler Group Co.Ltd(002534) board of directors January 4, 2002
