Securities code: Xinjiang Tianshan Cement Co.Ltd(000877) securities abbreviation: Xinjiang Tianshan Cement Co.Ltd(000877) Announcement No.: 2022023 Xinjiang Tianshan Cement Co.Ltd(000877)
Announcement of resolutions of the 6th 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
Xinjiang Tianshan Cement Co.Ltd(000877) (hereinafter referred to as “the company”) sent the notice of convening the sixth meeting of the eighth board of directors in writing and e-mail on March 17, 2022. The company convened the sixth meeting of the eighth board of directors by means of communication on March 25, 2022. 9 directors should attend the meeting and 9 actually attended the meeting.
The convening procedures of the meeting shall comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
(I) the proposal on the impairment test report of the subject assets of major asset restructuring was deliberated and adopted
Voting status of this proposal: 3 in favor, 0 against and 0 abstention.
6.8. The voting rules of the Shenzhen stock exchange for the affiliated companies of Sui Yubin, Zhao Yubin and Zhao Jinbin have been adopted.
Agree to the special report of Xinjiang Tianshan Cement Co.Ltd(000877) 2021 on equity impairment test involved in issuing shares, paying cash to purchase assets, raising supporting funds and related party transactions.
Prior approval and independent opinions of independent directors: the independent directors of the company reviewed the proposal on the asset impairment test report of the subject matter of major asset restructuring before the meeting of the board of directors, and agreed to submit the above related matters to the board of directors of the company for deliberation; At the sixth meeting of the eighth board of directors of the company, the independent opinion was expressed: the company has purchased 100% equity of China United Cement Group Co., Ltd., 8510134% equity of Nanfang Cement Co., Ltd., 7992845% equity of Southwest Cement Co., Ltd. from China Building Materials Co., Ltd. (hereinafter referred to as “China Building Materials Co., Ltd”) by issuing shares 100% equity of Sinoma Cement Co., Ltd. (hereinafter collectively referred to as “subject assets”). According to the impairment compensation agreement signed with China Building Materials Co., Ltd, After the end of the first fiscal year of the impairment compensation period, the company performed the asset impairment test procedures for the subject assets of the company’s major asset restructuring, and prepared the special report on the equity impairment test involved in the matters of issuing shares, paying cash to purchase assets and raising supporting funds and related party transactions in Xinjiang Tianshan Cement Co.Ltd(000877) 2021 (hereinafter referred to as the “impairment test report”). After testing, as of December 31, 2021, the subject assets of the company’s major asset restructuring had not been impaired. We believe that the test result is reasonable and fairly reflects the impairment test conclusion of the subject assets of the company’s major asset restructuring; The company hired an accounting firm with securities and futures business qualification to issue a special audit report on the impairment test report, which is true, accurate and complete. When the board of directors considered the impairment test report, the related directors avoided voting, and the decision-making procedures of the board of directors complied with the relevant provisions of laws, regulations and the articles of association, without harming the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree to the proposal on the impairment test report of the underlying assets of major asset restructuring.
For details, see the special audit report on equity impairment test involved in Xinjiang Tianshan Cement Co.Ltd(000877) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions.
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
3、 Documents for future reference
1. Resolution of the 6th meeting of the 8th board of directors of the company
2. Prior approval and independent opinions of independent directors
3. Special audit report of Xinjiang Tianshan Cement Co.Ltd(000877) issuing shares and paying cash to purchase assets and raising supporting funds and equity impairment test involved in related party transactions (tzyz [2022] No. 13934)
4. Valuation report on the value of all shareholders’ equity of Nanfang Cement Co., Ltd. involved in Xinjiang Tianshan Cement Co.Ltd(000877) proposed equity impairment test of Nanfang Cement Co., Ltd. (walkson international consultative report Zi (2022) No. 0129)
5. Valuation report on the value of all shareholders’ equity of Southwest Cement Co., Ltd. involved in Xinjiang Tianshan Cement Co.Ltd(000877) proposed equity impairment test of Southwest Cement Co., Ltd. (walkson international consultative report Zi (2022) No. 0130)
6. Valuation report on the value of all shareholders’ equity of China United Cement Group Co., Ltd. involved in Xinjiang Tianshan Cement Co.Ltd(000877) proposed equity impairment test of China United Cement Group Co., Ltd. (walkson international consultative report Zi (2022) No. 0131)
7. Valuation report on the value of all shareholders’ equity of Sinoma Cement Co., Ltd. involved in Xinjiang Tianshan Cement Co.Ltd(000877) proposed equity impairment test of Sinoma Cement Co., Ltd. (walkson international consultative report Zi (2022) No. 0132)
It is hereby announced.
Xinjiang Tianshan Cement Co.Ltd(000877) board of directors March 25, 2022
