Securities code: Hubei Kailong Chemical Group Co.Ltd(002783) securities abbreviation: Hubei Kailong Chemical Group Co.Ltd(002783) Announcement No.: 2022031 Hubei Kailong Chemical Group Co.Ltd(002783)
Announcement of resolutions of the 13th meeting 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.
1、 Meetings of the board of directors
Hubei Kailong Chemical Group Co.Ltd(002783) (hereinafter referred to as “the company”) the 13th meeting of the 8th board of directors was notified by telephone and e-mail on April 27, 2022, and held by written deliberation and communication voting on April 30, 2022. 11 directors should vote at the meeting and 11 actually vote at the meeting. The convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
2、 Deliberations of the board meeting
The following proposals were considered and adopted by open ballot at the meeting:
Deliberated and passed the proposal on the proposed purchase of part of the equity of Maxim chemical (Shandong) Co., Ltd
In order to further expand the production scale of civil blasting equipment of the company, after communication and negotiation with marksam International Co., Ltd. (hereinafter referred to as “marksam”), the controlling party of Maxim chemical (Shandong) Co., Ltd. (hereinafter referred to as “marksam”), the company plans to transfer 5672518% equity of Maxim held by marksam (according to the articles of association of Maxim, marksam actually holds 51.1% equity of Maxim), The transaction price is determined by all parties through negotiation and is expected to be no more than 90 million yuan. After conversion according to the exchange rate of 7.19 yuan on the day of negotiation, it is expected to be no more than 1251738525 euros.
In order to facilitate the implementation of this transaction, the company plans to open a bank account in Chengdu Branch of JPMorgan Chase Bank (China) Co., Ltd., sign a tripartite supervision agreement with marksam and Chengdu Branch of JPMorgan Chase Bank (China) Co., Ltd., and use the above opened bank account for the payment of the first equity transfer of this equity transaction. The board of directors of the company authorizes the chairman to sign the supervision agreement and any necessary or proposed documents related to the supervision account.
Meanwhile, Maxim still needs to pay off debts to maxim (a total of 1521033015 euros), some of which (1242868898 euros) will be offset by the transfer price of detonator production equipment that maxim plans to pay Maxim. Maxim shall pay off the remaining debt (278164117 euros) within one year. In this regard, the company will provide loans to maxim or take other measures, and take all necessary actions to ensure that maxim pays off its debts to Maxim. If Maxim fails to pay off marksam’s debts in full and in time for any reason, the company will compensate marksam for all losses.
The specific contents of the announcement on the proposed purchase of part of the equity of Maxim chemical (Shandong) Co., Ltd. are detailed in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on the same day http://www.cn.info.com.cn. 。
Voting results: 11 in favor, 0 against and 0 abstention.
3、 Documents for future reference
Resolution of the 13th meeting of the 8th board of directors
It is hereby announced.
Hubei Kailong Chemical Group Co.Ltd(002783) board of directors may 5, 2022
