Securities code: Guangxi Liugong Machinery Co.Ltd(000528) securities abbreviation: Liugong Announcement No.: 202236
Guangxi Liugong Machinery Co.Ltd(000528)
Announcement of the resolution of the second meeting of the ninth board of supervisors (after correction)
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Guangxi Liugong Machinery Co.Ltd(000528) (hereinafter referred to as “the company”) disclosed the announcement of the resolution of the second meeting of the ninth board of supervisors on March 31, 2022. Due to the misoperation of the staff, the actual disclosure was the announcement of the resolution of the second meeting of the ninth board of directors. The full text is corrected as follows:
Guangxi Liugong Machinery Co.Ltd(000528) (hereinafter referred to as “the company”) the second meeting of the ninth board of supervisors was held in conference room 6e of Guangxi Liugong Machinery Co.Ltd(000528) headquarters building from March 28 to 29, 2022. Three supervisors should be present at the meeting, and three actually present, which is in line with the relevant provisions of the company law and the articles of association on convening the board of supervisors. After deliberation and voting, the meeting formed the following resolutions:
1、 Deliberated and passed the proposal on the work report of the board of supervisors in 2021
Agree to the 2021 annual work report of the board of supervisors of the company and submit the report to the 2021 annual general meeting of shareholders of the company for deliberation (see the appendix for the 2021 annual work report of the board of supervisors of the company).
The proposal received 5 votes in favor, 0 against and 0 abstention, and was deliberated and adopted by the board of supervisors.
2、 Deliberated and passed the proposal on the company’s provision for asset impairment in 2021
The board of supervisors held that the company conducted impairment test on the assets in 2021 and made provision for impairment in accordance with the accounting standards for business enterprises and relevant regulations and the actual situation of the company’s assets. The provision for impairment can more fairly reflect the company’s asset status as of December 31, 2021. The decision-making procedure of the proposal complies with the provisions of relevant laws and regulations, and there is no damage to the interests of the company and minority shareholders. It is agreed that the company should withdraw the provision for asset impairment this time.
The proposal received 3 votes in favor, 0 against and 0 abstention, and was deliberated and adopted by the board of supervisors.
3、 The proposal on the write off of the company’s asset losses in the fourth quarter of 2021 was deliberated and adopted
The board of supervisors believes that the company has written off the company’s assets in accordance with the accounting standards for business enterprises and the company’s system in order to truthfully reflect the company’s operating performance, correctly measure the value of the company’s assets and reduce risks. The write off decision-making procedure is legal and effective and will not damage the interests of the company and shareholders. Agree to write off the company’s asset losses this time.
The proposal received 3 votes in favor, 0 against and 0 abstention, and was deliberated and adopted by the board of supervisors.
4、 The proposal on the company’s confirmation of the implementation results of daily connected transactions in 2021 was deliberated and adopted
The board of supervisors held that due to the fact that the company completed the absorption and merger of Liuzhou owim Machinery Co., Ltd., Guangxi Liugong Machinery Co.Ltd(000528) construction machinery Jiangsu Co., Ltd., Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Agricultural Machinery Co., Ltd., Guangxi Liugong Machinery Co.Ltd(000528) (Liuzhou) Compressor Co., Ltd., Guangxi Zhongyuan Machinery Co., Ltd. and their holding subsidiaries in 2021, the above units were no longer related parties of the company in 2021, As a result, the actual daily connected transactions of the company are different from the amount approved by the general meeting of shareholders. The daily connected transactions between the company and other connected parties are within the normal business scope of the company and belong to the normal business of the company, which is conducive to the effective integration and full utilization of resources, the overall development of the company, the normal operation of the company and the improvement of the core competitiveness of the company. There is no damage to the interests of the company and minority shareholders. The board of supervisors has no objection to determining the fairness of the company’s daily related party transactions in 2021.
The proposal received 3 votes in favor, 0 against and 0 abstention, and was deliberated and adopted by the board of supervisors.
5、 The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
The board of supervisors believes that the company’s profit distribution plan for 2021 complies with the relevant provisions of the CSRC and the profit distribution policies stipulated in the articles of association.
The proposal received 3 votes in favor, 0 against and 0 abstention, and was deliberated and adopted by the board of supervisors.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 The proposal on the 2021 annual report of the company was deliberated and adopted
The board of supervisors believes that the preparation and review procedures of the company’s 2021 annual report comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly reflect the operation of the company during the reporting period.
The proposal received 3 votes in favor, 0 against and 0 abstention, and was deliberated and adopted by the board of supervisors.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 The proposal on the company’s 2021 annual internal control evaluation report was deliberated and adopted
The board of supervisors believes that the internal control evaluation report of the company in 2021 is based on the “daily supervision” and “special supervision” of internal control, which truthfully expounds the establishment and improvement of the company’s internal control system, key control links, existing problems and rectification measures, and objectively evaluates the effectiveness of the company’s internal control. For the sustainable and healthy development of the company, the internal control system should be further improved to provide effective guarantee.
The proposal received 3 votes in favor, 0 against and 0 abstention, and was deliberated and adopted by the board of supervisors.
8、 The proposal on the achievement of unlocking conditions in the second unlocking period of the company’s restricted stock incentive plan in 2018 was deliberated and adopted
After checking the fulfillment of the unlocking conditions of the second unlocking period of the company’s 2018 restricted stock incentive plan, the board of supervisors believes that the unlocking conditions of the second unlocking period of the company’s 2018 restricted stock incentive plan have been achieved in accordance with the relevant provisions of the company’s 2018 restricted stock plan, Agree to handle the unlocking of the second unlocking period of restricted shares in 2018 in accordance with the relevant provisions of the 2018 restricted stock incentive plan.
After checking the list of incentive objects that can be unlocked in the second unlocking period of the company’s restricted stock incentive plan in 2018, the board of supervisors believes that the unlocking qualification of 1397 incentive objects of the company is legal and valid, meets the unlocking conditions of the second unlocking period of the company’s restricted stock incentive plan in 2018, and agrees that the company handles the unlocking procedures for the incentive objects.
The proposal received 3 votes in favor, 0 against and 0 abstention, and was deliberated and adopted by the board of supervisors.
9、 The proposal on the repurchase and cancellation of some restricted shares by the company was deliberated and adopted
The board of supervisors reviewed the list of incentive objects that did not meet the incentive conditions and the number of restricted shares repurchased and cancelled.
The board of supervisors held that: according to the provisions of Guangxi Liugong Machinery Co.Ltd(000528) 2018 restricted stock incentive plan (Draft), 46 of the original incentive objects of the company resigned for personal reasons and 11 of them no longer met the incentive conditions because they were assessed as D. the company should repurchase and cancel 235920 restricted shares granted to the above 57 incentive objects but not lifted the restriction on sales, which is in line with the administrative measures for equity incentive of listed companies and other laws Regulations and normative documents stipulate that the procedures are legal and compliant, which will not affect the continuous operation of the company or damage the interests of the company and all shareholders. The board of supervisors unanimously agreed to the repurchase and cancellation of some restricted shares.
The proposal received 3 votes in favor, 0 against and 0 abstention, and was deliberated and adopted by the board of supervisors.
10、 The proposal on the company’s provision of guarantees to its subsidiaries in 2022 was deliberated and adopted
The board of supervisors believes that: according to the company’s 2022 business plan and budget plan, in order to meet the operating working capital and fixed asset investment needs of subordinate companies, providing financing amount guarantee is conducive to the business development of subordinate companies, in line with the needs of the company’s overall business development, in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. The deliberation procedure of the proposal is legal and in line with relevant regulations.
The proposal received 3 votes in favor, 0 against and 0 abstention, and was deliberated and adopted by the board of supervisors.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 The proposal on the guaranteed credit of the company’s marketing business in 2022 was deliberated and adopted.
The board of supervisors believes that in 2022, the company will provide customers and dealers who purchase products from the company and its wholly-owned subsidiaries and holding subsidiaries with financing business guarantees related to acceptance, accounts receivable factoring, financial leasing (direct lease + leaseback + operating lease), mortgage business and other sales business of banks or external financial institutions, which is conducive to the business development of the company and its wholly-owned subsidiaries and holding subsidiaries, It meets the needs of the company’s overall business development and the interests of the company and all shareholders, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. The deliberation procedure of the proposal is legal and in line with relevant regulations.
The proposal received 3 votes in favor, 0 against and 0 abstention, and was deliberated and adopted by the board of supervisors.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 Deliberated and passed the proposal on the company’s reappointment of financial and internal control audit institutions in 2022
1. Agree to renew the appointment of Zhitong Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2022;
2. Agree to propose that the general meeting of shareholders of the company authorize the board of directors, and the board of directors shall delegate the authorization to the management to negotiate the specific audit fees with Grant Thornton accounting firm on the basis of the fees in 2021 and the pricing principle agreed by both parties;
3. It is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
The proposal received 3 votes in favor, 0 against and 0 abstention, and was deliberated and adopted by the board of supervisors.
It is hereby announced.
Guangxi Liugong Machinery Co.Ltd(000528) board of supervisors March 29, 2022
Guangxi Liugong Machinery Co.Ltd(000528)
Work report of the board of supervisors in 2021
1、 Work of the board of supervisors
In 2021, in accordance with the relevant provisions of the company law, the securities law and the articles of association, and in the spirit of safeguarding the legitimate rights and interests of all shareholders, the board of supervisors earnestly performed the supervision responsibilities entrusted by laws and regulations, providing a strong guarantee for the standardized operation and healthy development of the company.
During the reporting period, the board of supervisors of the company held 10 meetings, and the supervisors of the company attended all meetings in person, carefully considered each proposal and voted carefully. At the same time, the company’s supervisors also attended the meeting of the board of directors and the general meeting of shareholders held by the company as required. The board of supervisors held meetings and deliberated proposals during the reporting period as follows:
Preface the date of the meeting of the board of supervisors, the announcement of the resolution and the matters to be considered
Session date
1. Proposal on the company’s absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions in compliance with relevant laws and regulations
2. Proposal on the company’s plan to absorb and merge Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions
3. Proposal on the company’s absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. to form related party transactions
4. Proposal on the merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. by the company does not constitute reorganization and listing
5. Proposal on the plan of Guangxi Liugong Machinery Co.Ltd(000528) absorbing and merging Guangxi Guangxi Liugong Machinery Co.Ltd(000528) ji1 Machinery Co., Ltd. and related party transactions of the 8th 20th 2021 / 1 / 282021 / 1 / 29
Six times 6. Proposal on signing the merger agreement with effective conditions
7. Proposal on this merger meeting the provisions of Article 4 of the provisions on regulating the major asset restructuring of listed companies
8. Proposal on the company’s stock price fluctuation failing to meet the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties
9. About the merger of the company
