Securities code: 002911 securities abbreviation: Foran Energy Group Co.Ltd(002911) Announcement No.: 2022-002 Foran Energy Group Co.Ltd(002911)
Announcement on resolutions of the 21st Meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Convening of board meeting
The 21st Meeting of the 5th board of directors of Foran Energy Group Co.Ltd(002911) (hereinafter referred to as “the company”) was held by means of communication voting on January 11, 2022. The notice of the meeting was sent by e-mail on January 5, 2022. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting. The meeting was presided over by Ms. Yin Hongmei, chairman of the company, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates, The convening and convening of this meeting comply with the provisions of the company law and other relevant laws and regulations and the articles of association.
2、 Deliberations of the board meeting
The proposal on the composition of related party transactions between Guangdong Xiaohu Natural Gas Co., Ltd. (I) was reviewed and approved
The meeting agreed to the following related party transactions between the company and Guangdong Xiaohu LNG Co., Ltd. (hereinafter referred to as “Xiaohu company”): the company provided 209976000 yuan of financial assistance to Xiaohu company; Guangzhou Yuanheng storage Co., Ltd. (hereinafter referred to as “Yuanheng storage”), the holding subsidiary of the company, provides guarantee for the loan of the related party Xiaohu company; Yuanheng warehouse accepted the loan of 208976000 yuan provided by the related party Xiaohu company; Yuanheng warehouse provided a loan of 100000 yuan to Xiaohu company.
The above transactions became connected transactions because the employees appointed by the company to Xiaohu company subsequently served as directors of the controlling shareholder of the company. The relevant transactions are not related transactions when they occur. The transaction terms are determined through commercial negotiations or based on the relationship between wholly-owned parent and subsidiary companies before the occurrence of the related relationship, and the transaction terms are not adjusted due to the occurrence of the related relationship. The transaction terms are fair. Among them, the guarantee is provided for related parties, the guarantee risk is controllable, and the guarantee liability has been relieved. Necessary risk guarantee measures shall be taken for providing financial assistance to related parties, and the risk is generally controllable. The above related party transactions have been performed without dispute or performance of guarantee liability. The above related party transactions have not had a significant impact on the company’s financial status and operating results, and there is no damage to the interests of the company and minority shareholders.
All independent directors of the company have expressed their prior approval opinions and independent opinions on the above proposal. For details, please refer to www.cn.info.com.cn Relevant announcements.
Voting results: 9 in favor, 0 against and 0 abstention
The above proposals need to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The announcement on related transactions with Guangdong Xiaohu LNG Co., Ltd. (Announcement No.: 2022-004) was published in China Securities Journal, securities times, securities daily and cninfo (www.cn. Info. Com. CN) on the same day.
(II) the proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The meeting agreed that the company would hold the second extraordinary general meeting of shareholders in 2022 on January 27, 2022.
Voting results: 9 in favor, 0 against and 0 abstention
The announcement on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-005) was published on the same day in China Securities Journal, securities times, securities daily and http://www.cn.info.com.cn.
3、 Documents for future reference
1. Resolutions of the 21st Meeting of the 5th board of directors of the company;
2. Prior approval opinions of independent directors on related transactions with Guangdong Xiaohu LNG Co., Ltd. constituting related party transactions;
3. Independent opinions of independent directors on matters related to the 21st Meeting of the Fifth Board of directors of the company. It is hereby announced.
Foran Energy Group Co.Ltd(002911) board of directors January 12, 2022
