Sinomine Resource Group Co.Ltd(002738)
Securities code: Sinomine Resource Group Co.Ltd(002738) securities abbreviation: Sinomine Resource Group Co.Ltd(002738) Announcement No.: 2022022 bond Code: 128111 bond abbreviation: China Mining convertible bond
Sinomine Resource Group Co.Ltd(002738)
Announcement of resolutions of the 18th 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.
Sinomine Resource Group Co.Ltd(002738) (hereinafter referred to as “the company” and “the company”) the 18th meeting of the 5th board of directors was held by means of communication voting on March 14, 2022, and the meeting notice was sent by mail and in writing on March 11, 2022. There are 9 directors who should attend the meeting and 9 actually attended the meeting. Supervisors and senior managers of the company attended the meeting. The convening and convening of this meeting comply with the relevant provisions of the company law and the articles of association, and the meeting is legal and effective. The following proposals were considered and adopted at this meeting:
1、 The proposal on the company applying for M & A loans from banks and providing guarantees was deliberated and adopted.
It is approved that the company applies to Shanghai Pudong Development Bank Co.Ltd(600000) Beijing Branch (hereinafter referred to as ” Shanghai Pudong Development Bank Co.Ltd(600000) “) for an increase of RMB 585 million comprehensive credit line. The business type of the credit line is M & a loan with a loan term of no more than 5 years, which is used to pay part of the M & a price for the acquisition of the equity of bikita lithium mine in Zimbabwe. Jiangxi Dongpeng New Material Co., Ltd. is one of the co repayments of the loan. The guarantee method is: the company guarantees the real estate and its affiliated parking spaces and land use rights on the 4th and 5th floors of Building 2, No. 11, Changchun Bridge Road, Haidian District, Beijing; China Mining (Tianjin) Overseas Mining Service Co., Ltd., a wholly-owned subsidiary of the company, guarantees the real estate and land use right of its real estate located at No. 36, light textile economic zone, Binhai New Area, Tianjin; Mr. Wang Pingwei, the legal representative of the company, provided a guarantee of personal joint and several liability to Shanghai Pudong Development Bank Co.Ltd(600000) people. The legal representative of the company, Mr. Wang Pingwei, is authorized to sign relevant contracts and documents and handle relevant loan matters.
Mr. Wang Pingwei, the director, provided personal joint and several liability guarantee for the M & a loan. Mr. Ou Xuegang, Mr. Wei Yunfeng, Mr. Wang Fangmiao and Mr. Wang Pingwei were acting in concert, and Ms. Xiao Xiaoxia, the director, was the spouse of Mr. Wu Zhihua, the acting in concert of Mr. Wang Pingwei. Therefore, the above five directors were affiliated directors and avoided voting during the deliberation of this proposal.
Sinomine Resource Group Co.Ltd(002738)
Voting: 5 people evaded, 4 agreed, 0 opposed and 0 abstained.
Voting result: adopted.
For details, please refer to China Securities Journal, securities times and cninfo.com on the same day as this resolution（ http://www.cn.info.com.cn. ）Announcement.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal. For details, please refer to http://www.cn.info.com.cn. On the same day as this resolution Announcement.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was considered and adopted.
Agree that the company will hold the first extraordinary general meeting of shareholders in 2022 on March 30, 2022, Deliberated the proposal on the company applying for M & A loans and providing guarantees from banks and the proposal on adjusting the repurchase price of restricted shares and repurchasing and canceling some restricted shares of the company’s 2020 stock option and restricted stock incentive plan deliberated and adopted at the 15th meeting of the Fifth Board of directors.
Voting: 9 in favor, 0 against and 0 abstaining.
Voting result: adopted.
The notice of Sinomine Resource Group Co.Ltd(002738) on convening the first extraordinary general meeting of shareholders in 2022 is detailed in China Securities Journal, securities times and cninfo.com on the same day as this resolution（ http://www.cn.info.com.cn. ）Announcement.
It is hereby announced.
Sinomine Resource Group Co.Ltd(002738) board of directors March 14, 2022
