Securities code: Jiangsu Tongli Risheng Machinery Co.Ltd(605286) securities abbreviation: Jiangsu Tongli Risheng Machinery Co.Ltd(605286) Announcement No.: 2022010
Jiangsu Tongli Risheng Machinery Co.Ltd(605286)
Announcement of resolutions of the fourth meeting of the second 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
Jiangsu Tongli Risheng Machinery Co.Ltd(605286) (hereinafter referred to as "the company") the fourth meeting of the second board of directors was notified in writing on March 5, 2022, and the meeting was held in the company's conference room on March 17, 2022 in combination with communication voting. The meeting was presided over by Chairman Li Guoping and attended by supervisors and senior managers. The meeting shall be held in accordance with laws and regulations, the company law and the articles of association, and the resolutions of the meeting shall be legal and effective.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the work report of the general manager in 2021
Voting: 5 in favor, 0 against and 0 abstention.
(II) deliberated and adopted the proposal on the work report of the board of directors in 2021
Voting: 5 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) deliberated and adopted the proposal on the performance report of the audit committee of the board of directors in 2021
For details, see the 2021 performance report of the audit committee of the board of directors disclosed on the website of Shanghai Stock Exchange.
Voting: 5 in favor, 0 against and 0 abstention.
(IV) deliberated and passed the proposal on the 2021 annual report of independent directors
For details, please refer to the 2021 annual report of independent directors disclosed on the website of Shanghai Stock Exchange. Voting: 5 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(V) deliberated and passed the proposal on the financial final accounts report of 2021
Voting: 5 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VI) deliberating and adopting the proposal on the annual report of 2021 and its summary
See the 2021 annual report and the 2021 annual report summary disclosed by the company on the website of Shanghai stock exchange for details.
Voting: 5 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VII) deliberated and passed the proposal on profit distribution plan for 2021
For details, please refer to the announcement on profit distribution plan for 2021 disclosed by the company on the website of Shanghai Stock Exchange.
Voting: 5 in favor, 0 against and 0 abstention.
Independent directors express unanimous independent opinions on the proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VIII) deliberated and passed the proposal on continuing the appointment of accounting firms
For details, please refer to the announcement on renewing the appointment of accounting firms disclosed by the company on the website of Shanghai Stock Exchange. Voting: 5 in favor, 0 against and 0 abstention.
The independent directors approved the proposal in advance and expressed unanimous independent opinions on the proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IX) deliberated and passed the proposal on self-evaluation report on internal control in 2021
See the 2021 internal control self evaluation report disclosed by the company on the website of Shanghai stock exchange for details.
Voting: 5 in favor, 0 against and 0 abstention.
The independent directors expressed unanimous independent opinions on the proposal.
(x) the proposal on the special report on the deposit and actual use of raised funds in 2021 was deliberated and adopted
See the special report on the deposit and actual use of raised funds in 2021 disclosed by the company on the website of Shanghai stock exchange for details.
Voting: 5 in favor, 0 against and 0 abstention.
The independent directors expressed unanimous independent opinions on the proposal.
（11） Deliberated and passed the proposal on daily connected transactions expected in 2022
For details, please refer to the announcement on daily connected transactions in 2022 disclosed by the company on the website of Shanghai Stock Exchange.
Voting: 3 in favor, 0 against and 0 abstention. Related directors Li Guoping and Li Zheng have withdrawn.
The independent directors approved the proposal in advance and expressed unanimous independent opinions on the proposal.
（12） Deliberated and passed the proposal on the company's financing limit and guarantee matters
For details, see the announcement on the company's financing limit and guarantee matters disclosed on the website of Shanghai Stock Exchange.
Voting: 5 in favor, 0 against and 0 abstention.
The independent directors expressed unanimous independent opinions on the proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（13） The proposal on using self owned funds for cash management was deliberated and adopted
For details, please refer to the announcement on using self owned funds for cash management disclosed by the company on the website of Shanghai Stock Exchange.
Voting: 5 in favor, 0 against and 0 abstention.
The independent directors expressed unanimous independent opinions on the proposal.
（14） The proposal on the use of raised funds for cash management was deliberated and adopted
See the announcement on cash management with raised funds disclosed by the company on the website of Shanghai stock exchange for details.
Voting: 5 in favor, 0 against and 0 abstention.
The independent directors expressed unanimous independent opinions on the proposal.
（15） Deliberated and passed the proposal on the remuneration scheme of directors in 2022
For details, please refer to the announcement on the remuneration scheme of directors, supervisors and senior managers in 2022 disclosed by the company on the website of Shanghai Stock Exchange.
Voting: 5 in favor, 0 against and 0 abstention.
Independent directors express unanimous independent opinions on the proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（16） Deliberated and passed the proposal on the remuneration scheme for senior managers in 2022
For details, please refer to the announcement on the remuneration scheme of directors, supervisors and senior managers in 2022 disclosed by the company on the website of Shanghai Stock Exchange.
Voting: 5 in favor, 0 against and 0 abstention.
Independent directors express unanimous independent opinions on the proposal.
（17） The proposal on terminating the issuance of shares and paying cash to purchase assets and raising supporting funds and related party transactions was deliberated and adopted
The company originally planned to purchase 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. (hereinafter referred to as "target company" or "Tianqi Hongyuan") and raise supporting funds by issuing shares and paying cash. In order to improve the transaction efficiency, reduce the transaction cost, better promote the achievement of the acquisition and enhance the driving force for the continuous growth of the performance of the target company after the acquisition, based on the purpose of safeguarding the interests of all shareholders, after careful consideration and full demonstration and negotiation with the counterparty and relevant intermediaries, the company decided to terminate this transaction and acquire 51% of the equity of Tianqi Hongyuan by paying cash.
For details, please refer to the announcement on terminating the issuance of shares and paying cash to purchase assets, raising supporting funds and changing to cash to purchase equity disclosed on the website of Shanghai Stock Exchange.
Voting: 5 in favor, 0 against and 0 abstention.
Independent directors express unanimous independent opinions on the proposal.
（18） The proposal on Approving the audit report and asset appraisal report of Beijing Tianqi Hongyuan new energy technology Co., Ltd. was deliberated and adopted
Voting: 5 in favor, 0 against and 0 abstention.
Independent directors express unanimous independent opinions on the proposal.
（19） The proposal on purchasing 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. in cash was deliberated and adopted
In order to expand the company's business scale and promote the company's strategic development, the company plans to purchase part of the equity of Tianqi Hongyuan with RMB 24 million in cash, According to the appraisal value of the assets appraisal report on the value of all shareholders' equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. involved in Jiangsu Tongli Risheng Machinery Co.Ltd(605286) proposed equity acquisition and capital increase (hcpbz (2022) No. 0046) issued by Jiangsu Tianjian Huachen Assets Appraisal Co., Ltd., the overall transaction price after negotiation is RMB 71.8 million, and the capital of Tianqi Hongyuan is increased by RMB 250 million. After the equity transfer and capital increase are completed, The company will hold 51% equity of Tianqi Hongyuan in total, and Tianqi Hongyuan will become the holding subsidiary of the company.
For details, see the announcement on purchasing 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. in cash disclosed on the website of Shanghai Stock Exchange.
Voting: 5 in favor, 0 against and 0 abstention.
Independent directors express unanimous independent opinions on the proposal.
（20） The proposal on signing the agreement on the company's acquisition of 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. in cash was deliberated and adopted
Voting: 5 in favor, 0 against and 0 abstention.
Independent directors express unanimous independent opinions on the proposal.
（21） Deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders
See the notice on convening the 2021 annual general meeting of shareholders disclosed by the company on the website of Shanghai stock exchange for details.
Voting: 5 in favor, 0 against and 0 abstention.
It is hereby announced.
Jiangsu Tongli Risheng Machinery Co.Ltd(605286) board of directors March 19, 2022
