Securities code: Tong Petrotech Corp(300164) securities abbreviation: Tong Petrotech Corp(300164) Announcement No.: 2022027 Tong Petrotech Corp(300164)
Announcement on resolutions of the 23rd Meeting of the 7th 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.
Tong Petrotech Corp(300164) (hereinafter referred to as "the company") the 23rd Meeting of the seventh board of directors was held by means of communication voting on April 13, 2022. The meeting was presided over by Mr. Zhang guoeucalyptus, chairman of the company. The notice of the meeting was sent to all directors by e-mail on April 10, 2022. Five directors should be present at the meeting, but there are actually five. The meeting complies with the provisions of the company law of the people's Republic of China and the articles of association. The following proposals were considered and adopted by the directors attending the meeting:
1、 The proposal on signing the agreement on equity compensation and performance commitment change was deliberated and adopted
In view of the fact that the business of Beijing Yilong Hengye Petroleum Engineering Technology Co., Ltd. (hereinafter referred to as "Yilong Hengye" or "target company"), a joint-stock subsidiary of the company, was seriously affected by the global epidemic in 2020, resulting in the failure to realize the performance commitment, in order to promote the stability of its management shareholders and long-term healthy development, in order to safeguard the long-term interests of listed companies and shareholders, through consultation, Yilong Hengye shareholders Ding Fuqing, LV lanshun, Qin Zhongli Tao Liangjun, Pei cunmin and Liu Peng (hereinafter referred to as the "original shareholders") intend to compensate 12.062% of Yilong Hengye's equity to Tong Petrotech Corp(300164) , Huzhou Xianyi equity investment partnership (limited partnership) and Shanghai Renhe Zhiben Energy Investment Co., Ltd. in total. At the same time, the performance commitment corresponding to the uncompensated equity will be postponed for three years, that is, 65 million yuan will be realized in 20222024. After the completion of this compensation, the company will hold 376171% equity of Yilong Hengye.
For details, see the announcement on signing the agreement on equity compensation and performance commitment change issued by the company on the same day on cninfo, the gem information disclosure platform designated by the CSRC.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention.
2、 The proposal on Amending the articles of association and relevant systems of corporate governance was deliberated and adopted
In order to further improve the standard operation level and improve the corporate governance structure, the company, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the articles of association of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other relevant laws and regulations According to the latest provisions of normative documents and in combination with the actual situation of the company, the articles of association and the management systems related to corporate governance, including the rules of procedure of the board of directors, the rules of procedure of the general meeting of shareholders, the information disclosure management system, the internal report and confidentiality system of major information, the management system of foreign investment, the management system of foreign guarantee, the management system of connected transactions Eight systems, including the management system for shares held by directors, supervisors and senior managers and their changes, have been revised and improved.
For details, please refer to the relevant system documents issued by the company on the same day on cninfo, the gem information disclosure platform designated by the CSRC.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention.
3、 Deliberated and adopted the proposal on the election of members of the strategy committee of the board of directors
In accordance with the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 - standardized operation of GEM listed companies, articles of association, etc., in order to further improve the standardized operation level and improve the corporate governance structure, the company hereby nominates and elects Ms. Zhao Lihong, an independent director of the company, as a member of the strategy committee of the seventh board of directors, The term of office starts from the date of election and approval at the 23rd Meeting of the seventh board of directors to the date of expiration of the seventh board of directors of the company. Its responsibilities and authorities, decision-making procedures and rules of procedure shall be implemented in accordance with the relevant rules of procedure.
Voting results: 5 in favor, 0 against and 0 abstention.
4、 The proposal on applying for comprehensive credit from financial institutions was deliberated and adopted
In order to meet the company's production and operation needs and supplement working capital, the company plans to apply for comprehensive credit from Industrial Bank Co.Ltd(601166) Xi'an Branch (hereinafter referred to as " Industrial Bank Co.Ltd(601166) "), with a line of 200 million yuan and a term of no more than 12 months. The actual financing amount within the limit is subject to the financing amount actually incurred between Industrial Bank Co.Ltd(601166) and the company. The specific financing amount will be reasonably determined according to the actual demand of the company's working capital. The deadline shall be subject to Industrial Bank Co.Ltd(601166) final approval deadline.
Voting results: 5 in favor, 0 against and 0 abstention.
5、 The proposal on using idle raised funds for cash management was deliberated and adopted
On the premise of ensuring the safety of the raised funds and not affecting the construction progress of the investment projects invested by the raised funds, it is agreed that the company can use the raised funds of no more than RMB 80 million to purchase short-term financial products with high security and good liquidity, such as structured deposits and large certificates of deposit. Within the above limit, the funds can be used on a rolling basis, and the term is valid within 12 months from the date of deliberation and approval by the board of directors.
For details, please refer to the announcement on cash management with idle raised funds issued by the company on the same day on cninfo.com, the gem information disclosure platform designated by the CSRC.
Voting results: 5 in favor, 0 against and 0 abstention.
6、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company plans to hold the first extraordinary general meeting of shareholders in 2022 on Friday, April 29, 2022 to review the relevant proposals submitted at the 23rd Meeting of the seventh board of directors and the 12th meeting of the seventh board of supervisors.
For details, please refer to the notice on convening the first extraordinary general meeting of shareholders in 2022 issued by the company on cninfo.com, the gem information disclosure platform designated by the CSRC on the same day.
Voting results: 5 in favor, 0 against and 0 abstention.
It is hereby announced.
Tong Petrotech Corp(300164) board of directors
April 13, 2002
