Securities code: Shandong Yulong Gold Co.Ltd(601028) securities abbreviation: Shandong Yulong Gold Co.Ltd(601028) Announcement No.: 2022028 Shandong Yulong Gold Co.Ltd(601028)
Announcement on the resolutions of the 26th meeting of the 5th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
(I) the convening and convening of this meeting comply with the relevant provisions of the company law and the articles of Association; (II) on May 18, 2022, the company sent the notice of convening the 26th meeting of the 5th board of directors to all directors of the company by means of telephone, e-mail and written notice;
(III) the meeting was held in the company’s conference room on May 20, 2022 by means of on-site combined communication and voted;
(IV) 8 directors should attend the meeting and 8 actually attended the meeting;
(V) the meeting was presided over by Mr. Niu Lei, chairman of the board.
2、 Deliberations of the board meeting
After full discussion by the directors attending the meeting, the following proposals were considered and adopted at the meeting:
(I) review the proposal on wholly owned subsidiary acquiring 100% equity of nqm gold and signing supplementary agreement on equity transfer
Proposal content: yurain gold Pty Ltd, a wholly-owned subsidiary of the company, plans to acquire 100% equity of nqm gold 2 Pty Ltd held by CQT holdings Pty Limited, a wholly-owned subsidiary of Shandong Tianye Gold Mining Co., Ltd., in cash, in order to obtain its control over pajinge gold mine. According to the appraisal results of the “Zhonglian pingbao Zi [2021] No. 4033” appraisal report on the assets of the project in which Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. plans to sell 100% equity of nqm gold 2 Pty Ltd. issued by Zhonglian appraisal, the appraisal value of the target assets is 9028246 million yuan. After negotiation between the two parties, the transaction consideration of this transaction is 9028246 million yuan.
For details, please refer to the website of Shanghai Stock Exchange at www.sse.com on the same day com. cn. Announcement of Shandong Yulong Gold Co.Ltd(601028) on wholly owned subsidiary acquiring 100% equity of nqm gold and signing supplementary agreement on equity transfer published.
Voting results: 5 in favor, 0 abstention, 0 against, and adopted by a unanimous vote.
As the counterparty CQT holding is an affiliated legal person of the company, the affiliated directors of the company, Mr. Niu Lei, Mr. Wang Chengdong and Mr. Zhang Peng, avoided voting.
The independent directors of the company issued their prior approval opinions and independent opinions on the proposal. See the website of Shanghai Stock Exchange at www.sse.com on the same day for details com. cn. The independent opinions of Shandong Yulong Gold Co.Ltd(601028) independent directors on matters related to the 26th meeting of the 5th board of directors and the prior approval opinions of Shandong Yulong Gold Co.Ltd(601028) independent directors on the acquisition of 100% equity of nqm gold by a wholly-owned subsidiary and the signing of a supplementary agreement on equity transfer published.
(II) deliberating the proposal on not holding the general meeting of shareholders for the time being to consider this connected transaction
Content of the proposal: the board of directors of the company decided not to hold the general meeting of shareholders for the time being to consider the proposal related to this transaction. A separate notice of convening the general meeting of shareholders will be issued according to the relevant work progress, and the proposal related to this connected transaction will be submitted to the general meeting of shareholders for deliberation.
Voting results: 5 in favor, 0 abstention, 0 against, and adopted by a unanimous vote.
As the counterparty CQT holding is an affiliated legal person of the company, the affiliated directors of the company, Mr. Niu Lei, Mr. Wang Chengdong and Mr. Zhang Peng, avoided voting.
It is hereby announced.
Shandong Yulong Gold Co.Ltd(601028) board of directors may 21, 2022
