Securities code: 000701 securities abbreviation: Xiamen Xindeco Ltd(000701) Announcement No.: 2022-2 Xiamen Xindeco Ltd(000701) announcement of resolution of the 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、 Convening of board meeting
Xiamen Xindeco Ltd(000701) (hereinafter referred to as "the company" or " Xiamen Xindeco Ltd(000701) ") the notice of the second meeting of the eleventh board of directors in 2002 was sent in writing on January 6, 2022 and held by communication on January 10, 2022. There are 8 directors who should attend the meeting and 8 directors who actually attend the meeting. The meeting was presided over by the chairman, Mr. Li Zhihuang, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
After careful consideration, the directors present at the meeting passed the following matters:
(I) the proposal on providing credit guarantee for the holding subsidiary's application for credit line from financial institutions in 2002 was deliberated and adopted.
Voting: 8 in favor, 0 against and 0 abstention.
It is agreed that the company and its wholly-owned subsidiary Xiamen Xindeco Ltd(000701) Guomao Automobile Group Co., Ltd. shall provide guarantee for the credit line applied by the holding subsidiaries (including the new holding subsidiaries in 2022) to financial institutions in 2002, of which the guarantee line for the holding subsidiaries with asset liability ratio of more than 70% (inclusive) shall not exceed RMB 110 million, The guarantee amount for holding subsidiaries with asset liability ratio less than 70% shall not exceed 240 million yuan, and the total guarantee amount shall not exceed 350 million yuan.
Submit to the general meeting of shareholders for deliberation and authorize the legal representative of the company and the legal representative of the wholly-owned subsidiary Xiamen Xindeco Ltd(000701) Guomao Automobile Group Co., Ltd. to sign relevant legal documents within the above limit and handle relevant matters on behalf of the company, and the signing period is one year from the date of deliberation and approval by the general meeting of shareholders; Meanwhile, the general meeting of shareholders is requested to authorize the management to allocate the actual guarantee amount to each company within the guarantee amount according to the relevant requirements of the regulatory authorities and the needs of the holding subsidiaries.
The verification opinions issued by the sponsor of this proposal are published on cninfo.com.cn on January 11, 2022.
For details of this proposal, see Xiamen Xindeco Ltd(000701) announcement on providing credit guarantee for the holding subsidiary's application for credit line from financial institutions in 2002, published in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN) on January 11, 2022.
The proposal shall be submitted to the first extraordinary general meeting of the company in 2002 for deliberation.
(II) the proposal on accepting financial assistance and related party transactions from Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd. was deliberated and adopted.
Voting: 3 in favor, 0 against and 0 abstention.
In order to support the company's production and operation and ensure the smooth operation of the company's operating funds, it is agreed that the company and Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd. negotiate and sign the financial assistance agreement. Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd. will provide funds for the company, which will be used by the company on a rolling basis. The service life shall not exceed 12 months, the interest rate shall not be higher than the external financing cost of the company in the same period, and the maximum on hand balance shall not exceed 3.6 billion yuan.
This proposal is submitted to the board of directors for deliberation after being approved in advance by the independent directors. The independent opinions and verification opinions of the sponsor published by the independent directors are published on cninfo.com.cn on January 11, 2022. The proposal constitutes a related party transaction, and the related directors Mr. Li Zhihuang, Mr. Wang Mingcheng, Mr. Guo Congming, Mr. Zeng Tingyi and Mr. Lin Ruijin avoided voting on the proposal.
The specific contents of this proposal are detailed in the announcement of Xiamen Xindeco Ltd(000701) on accepting financial assistance and related party transactions from Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd., published in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on January 11, 2022. The proposal shall be submitted to the first extraordinary general meeting of the company in 2002 for deliberation.
(III) deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2002.
Voting: 8 in favor, 0 against and 0 abstention.
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2002 on January 26, 2022.
See the notice of Xiamen Xindeco Ltd(000701) on convening the first extraordinary general meeting of shareholders in 2002 for the specific contents of this proposal, which was published in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN) on January 11, 2022.
The above proposals (I) and (II) shall be submitted to the first extraordinary general meeting of shareholders of the company in 2002 for deliberation. 3、 Documents for future reference
1. Xiamen Xindeco Ltd(000701) resolution of the second meeting of the 11th board of directors in 2002; 2. Xiamen Xindeco Ltd(000701) independent directors' prior review opinions and independent directors' opinions;
3. Haitong Securities Company Limited(600837) verification opinions.
It is hereby announced.
Xiamen Xindeco Ltd(000701) board of directors January 11, 2002
