Securities code: 000757 securities abbreviation: Sichuan Haowu Electromechanical Co.Ltd(000757) Announcement No.: 2022-01
Sichuan Haowu Electromechanical Co.Ltd(000757)
Announcement on resolutions of the 46th session 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.
Sichuan Haowu Electromechanical Co.Ltd(000757) (hereinafter referred to as “the company”) the notice of the 46th meeting of the 8th board of directors was sent by e-mail, telephone or fax on January 8, 2022, and the meeting was held by communication at 10:00 on January 11, 2022. The meeting was presided over by Mr. Yan Guangtong, chairman of the board of directors. There were 8 directors who should be present and 8 actually present, accounting for 100% of the total number of directors of the company. Members of the board of supervisors and senior management attended the meeting as nonvoting delegates. The convening and convening of this meeting shall comply with laws, regulations and the articles of association. The meeting considered and adopted the following proposals:
1、 Deliberating the proposal on the nomination of non independent directors for the general term of the board of directors
The term of office of the eighth board of directors of the company has expired. According to the relevant provisions of the company law and the articles of association, the company needs to conduct the general election of the board of directors.
The nomination committee of the board of directors of the company, after consulting the opinions of shareholders and reviewing the qualifications of candidates, nominated Ms. Zhang Junting, Mr. Lu Caiyin, Mr. Liu Lu, Mr. Xiong Jun, Mr. Zang Jing and Mr. Zhao Lei as candidates for non independent directors of the ninth board of directors of the company (resume attached). The voting results were as follows:
1. Nominate Ms. Zhang Junting as a non independent director of the ninth board of directors of the company;
Voting results: 8 in favor, 0 against and 0 abstention
2. Nominate Mr. Lu Caiyin as a non independent director of the ninth board of directors of the company;
Voting results: 8 in favor, 0 against and 0 abstention
3. Nominate Mr. Liu Lu as a non independent director of the ninth board of directors of the company;
Voting results: 8 in favor, 0 against and 0 abstention
4. Nominate Mr. Xiong Jun as a non independent director of the ninth board of directors of the company;
Voting results: 8 in favor, 0 against and 0 abstention
5. Nominate Mr. Zang Jing as a non independent director of the ninth board of directors of the company;
Voting results: 8 in favor, 0 against and 0 abstention
6. Nominate Mr. Zhao Lei as a non independent director of the ninth board of directors of the company;
Voting results: 8 in favor, 0 against and 0 abstention
The above candidates for non independent directors need to be submitted to the general meeting of shareholders for election.
2、 Deliberating the proposal on the nomination of independent directors for the general term of the board of directors
The term of office of the eighth board of directors of the company has expired. According to the relevant provisions of the company law, the rules for independent directors of listed companies and the articles of association, the company needs to conduct a general election of the board of directors.
The nomination committee of the board of directors of the company reviewed the qualifications of independent director candidates and nominated Mr. Niu Ming, Mr. Yi Yang and Ms. Zhang Xinrong as independent director candidates of the ninth board of directors of the company (resume attached). The voting results were as follows:
1. Nominate Mr. Niu Ming as an independent director of the ninth board of directors of the company;
Voting results: 8 in favor, 0 against and 0 abstention
2. Nominate Mr. Yi Yang as an independent director of the ninth board of directors of the company;
Voting results: 8 in favor, 0 against and 0 abstention
3. Nominate Ms. Zhang Xinrong as an independent director of the ninth board of directors of the company;
Voting results: 8 in favor, 0 against and 0 abstention
The qualification and independence of the above independent director candidates shall be reviewed by Shenzhen stock exchange without objection before they can be submitted to the general meeting of shareholders of the company for election.
3、 Deliberating the proposal on Amending the articles of Association
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws, regulations and normative documents, and in combination with the actual situation of the company, it is hereby proposed to amend the following provisions in the articles of association:
Preface original clause revised clause
number
Article 18… Article 18
1. With the approval of the Ministry of finance [Cai Qi (2002) No. 327] and the approval of the Ministry of finance, the original sponsor is the state-owned enterprise of Neijiang City
Upon approval, the original sponsor, Neijiang state owned Assets Administration Bureau, has transferred its assets to the company’s 76.7201 million yuan held by the asset administration bureau
The company’s 76.7201 million National shares and all national shares were transferred to Shenyang Beitai group
The transferees are Shenyang Beitai direction Group Co., Ltd., Shenzhen huiyinfeng Investment Co., Ltd. and Shenzhen chenao Industrial Co., Ltd., which transferred 45 million shares, accounting for the total shares at that time. 29.52%, Shenzhen huiyinfeng Investment Co., Ltd. transferred 24.4201 million shares, accounting for 16.02% of the total shares at that time; Shenzhen chenao Industrial Co., Ltd. transferred 7.3 million shares, accounting for
4.79% of the total shares. According to the Neijiang intermediate people’s court’s (2011) internal adjustment plan and ruling approved by the Neijiang intermediate people’s court, The manager of the company transferred 115.5281 million shares of the company in the special financial account holding plan for the disposal of bankrupt enterprise property of Chongqing Heavy Industries Co., Ltd. and the civil ruling (2011) approved by Sichuan direction photoelectric minpozi No. 1-8 civil ruling to tian1-12 ruling respectively, The manager of the company transferred all the moving Tianjin Bohai international investment equity investment fund Co., Ltd. and the company’s 115.5281 million shares held by the special financial account for the disposal of bankrupt enterprise property of Sichuan Zhijin Haowu electromechanical Automobile Trading Co., Ltd. and Yixing Co., Ltd., and the transferee was Beijing huihengfeng investment management consulting Co., Ltd. They are: Tianjin Haowu electromechanical Automobile Trading Co., Ltd. has transferred 53.5281 million shares, accounting for 14.61% of the total share capital of the company; Its concerted actor, Tianjin Bohai SDIC equity investment fund Co., Ltd., received 20 million shares, accounting for 5.46% of the total share capital of the company; Beijing huihengfeng Investment Management Consulting Co., Ltd. received 42 million shares, accounting for 11.46% of the total share capital of the company.
According to the approval Reply of China Securities Regulatory Commission on approving Sichuan Haowu electromechanical according to the reply of China Securities Regulatory Commission on approving Sichuan Haowu Electromechanical Co.Ltd(000757) non-public development shares (reply of China Securities Regulatory Co., Ltd. on non-public offering of shares (zjxk [2013] No. 1573), and the approval Reply of the company to XK [2013] No. 1573), The company privately developed Tianjin Haowu electromechanical Automobile Trading Co., Ltd. and privately issued 85.2879 million new shares to Tianjin Haowu electromechanical Automobile Trading Co., Ltd. after the issuance, Tianjin Haowu bank issued 85.2879 million new shares.
Electromechanical Automobile Trading Co., Ltd. holds 13881.6 shares in total
Million shares, accounting for 30.74% of the total share capital of the company. According to the reply on Approving and exempting Tianjin HaoLing Automobile Trade Co., Ltd. from its obligation to acquire Sichuan Haowu electromechanical Co., Ltd. by tender offer (reply on share obligation of China Securities Regulatory licensing Co., Ltd.) (China Securities Regulatory licensing [2019]) No. 836), Tianjin haowuji [2019] No. 836), Tianjin Haowu electromechanical Automobile Trade Co., Ltd. and its concerted actors Tianjin tiandian Automobile Trade Co., Ltd. and its concerted actors Tianjin tianwu Automobile Development Co., Ltd., Tianjin tianwu International Trade Development Co., Ltd., Tianjin tianwu International Trade Development Co., Ltd Tianjin Melco auto Investment Co., Ltd. transferred a total of 147715700 shares of the company held by its Co., Ltd. and Tianjin Melco auto Investment Co., Ltd. to Tianjin HaoLing Auto Trade Co., Ltd. free of charge. Million shares and 2.9507 million shares (accounting for 30.74%, 0.66%, 0.66% and 0.65% of the total share capital of the company respectively) were transferred to Tianjin HaoLing Automobile Trading Co., Ltd. free of charge. After the completion of share transfer, Tianjin HaoLing Automobile Trading Co., Ltd. holds 147715700 shares of the company, accounting for 32.71% of the total share capital of the company, and is the controlling shareholder of the company.
According to the reply on approving Sichuan Haowu Electromechanical Co.Ltd(000757) issuing shares to Tianjin Haowu electromechanical Automobile Trading Co., Ltd. to purchase assets and raise supporting funds from Tianjin Haowu electromechanical Automobile Trading Co., Ltd. and other companies issued shares to purchase assets and raise supporting funds (CSRC license [2019]) issued by China Securities Regulatory Commission No. 191), and the approval of the purchase of new shares of assets by issuing shares this time. 153545617 new shares of assets were purchased by issuing shares this time, the total number of shares of the company was changed to 153545617, and 605166773 new shares of supporting funds were raised. Meanwhile, 59.547738 million matching funds were raised, the total number of shares of the company was changed to 59.547738 million new shares, and the total number of shares of the company was changed to 664.714511 million shares. 664.714511 million shares. After the issuance, Tianjin HaoLing Automobile Trading Co., Ltd. holds 147715700 shares of the company, accounting for 22.22% of the total share capital of the company.
According to the reorganization plan of Tianjin Property Group Co., Ltd. and its affiliated companies approved by Tianjin Higher People’s court
And the supplementary agreement II to the investment agreement on restructuring of the property group (commodity trade) signed by the manager of Tianjin Property Group Co., Ltd. and Tianjin Rongcheng Xiangtai Investment Holding Group Co., Ltd., on December 21, 2021, The controlling shareholder of the company was changed to Tianjin Rongcheng Property Group Co., Ltd., and the actual controller of the company was changed to Ms. Zhang ronghua.
Article 39
The directors, supervisors and senior managers of the company have the right to maintain
Legal obligations for the safety of the company’s assets. Directors and senior managers of the company
Managers assist and connive at the occupation of controlling shareholders and their affiliated enterprises
2. When the company’s assets are, the board of directors of the company shall, depending on the seriousness of the circumstances, directly respond to Article 39
The responsible person shall be punished and the director who is seriously responsible shall be punished
To dismiss or even investigate criminal responsibility; At the same time, the board of directors of the company
The mechanism of “occupy and freeze” should be activated immediately, that is, apply for
Judicial freezing of shares held by major shareholders
In case of liquidation, the embezzled assets shall be repaid by realizing the shares.
Article 98 the directors of the company are natural persons. Article 98 the directors of the company are natural persons. Under any of the following circumstances, they cannot serve as directors of the company:
Under one of the following circumstances, he cannot serve as a director of the company:
… (Ⅵ) being banned from entering the securities market by the CSRC 3 (Ⅵ) being banned from entering the securities market by the CSRC, and the time limit has not expired;
Penalty, if the time limit is not expired; (VII) it is publicly determined by the stock exchange that it is not suitable to serve as a director, supervisor and senior manager of a listed company, and the term has not expired;
……
Article 99 the directors shall be appointed by the shareholders’ meeting
