Stock abbreviation: Shanying International Holdings Co.Ltd(600567) Stock Code: Shanying International Holdings Co.Ltd(600567) Announcement No.: pro 2022056 bond abbreviation: Shanying convertible bond bond Code: 110047
Bond abbreviation: ying19 convertible bond Code: 110063
Shanying International Holdings Co.Ltd(600567)
Announcement of resolutions of the 18th meeting of the 8th 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 held
Shanying International Holdings Co.Ltd(600567) (hereinafter referred to as “the company”) the notice of the 18th meeting of the 8th board of directors was sent to all directors by telephone and e-mail on May 16, 2022. With the unanimous consent of all directors, the meeting was held in the conference room of the company by means of communication voting on May 20, 2022. The meeting was presided over by Mr. Wu Mingwu, the chairman of the company, and attended by the supervisors and senior managers of the company. The meeting was held in accordance with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the meeting
After deliberation and voting, the following resolutions were adopted at this meeting:
(I) the proposal on the company’s plan for non-public development of A-Shares in 2022 (Revised Draft) was deliberated and adopted
On May 7, 2022, the 17th meeting of the 8th board of directors of the company deliberated and approved the proposal on the company’s plan for non-public offering of A-Shares in 2022. In order to further clarify the issuance object of the company’s non-public offering of shares, the company prepared the plan for non-public offering of A-Shares in Shanying International Holdings Co.Ltd(600567) 2022 (Revised Version).
The independent directors of the company reviewed the proposal in advance, agreed to submit it to the board of directors of the company for deliberation, and expressed their agreed independent opinions on matters related to the proposal. See the website of Shanghai Stock Exchange on the same day for details（ http://www.sse.com.cn. ）Relevant announcements.
Voting results: 5 in favor, 0 against and 0 abstention. Mr. Wu Mingwu, chairman and President, avoided voting as a related director.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
(II) deliberated and passed the proposal on signing the supplementary agreement and related party transaction of the share subscription contract of non-public offering shares with conditional effect with specific objects
Zhejiang Taixin Industry Co., Ltd. (hereinafter referred to as “Taixin industry”) has completed the approval of establishment registration on May 16, 2022. The company plans to sign the supplementary agreement to the conditional effective share subscription contract for non-public development shares with Taixin industry, which stipulates that Taixin industry as the subscriber enjoys the rights and obligations under the original conditional effective share subscription contract for non-public development shares, and Taisheng industry no longer enjoys Undertake any rights, responsibilities and obligations under the original subscription contract.
The independent directors of the company reviewed the proposal in advance, agreed to submit it to the board of directors of the company for deliberation, and expressed their agreed independent opinions on matters related to the proposal. See the website of Shanghai Stock Exchange on the same day for details（ http://www.sse.com.cn. ）Relevant announcements.
Voting results: 5 in favor, 0 against and 0 abstention. Mr. Wu Mingwu, chairman and President, avoided voting as a related director.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
(III) the proposal on convening the third extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company is scheduled to hold the third extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting on June 6, 2022 to consider the following proposals:
1. Proposal on the company’s compliance with the conditions for non-public development of a shares
2. Proposal on the company’s non-public offering of A-Shares in 2022
3. Proposal on the company’s 2022 plan for non-public development of A-Shares (Revised Draft)
4. Proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022
5. Proposal on the company’s non-public Development Bank A-share diluted immediate return and filling measures in 2022 6 Proposal of relevant entities on the commitment of non-public development banks to fulfill the measures to fill the immediate return in 2022
7. Proposal on the report on the use of the company’s previously raised funds
8. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to non-public development of shares in 2022
9. Proposal on signing a conditional share subscription contract and related party transactions for non-public shares with specific objects
10. Proposal on signing supplementary agreement and related party transaction of share subscription contract of non-public offering shares with conditional effect with specific objects
11. Proposal on requesting the general meeting of shareholders to approve the exemption from increasing the company’s shares by tender offer
Voting results: 6 in favor, 0 against and 0 abstention.
The specific contents of the notice on convening the third extraordinary general meeting of shareholders in 2022 were published in Shanghai Securities News, China Securities News, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN) on May 21, 2022 (Announcement No.: 2022058).
3、 Documents for future reference
1. Resolutions of the 18th meeting of the 8th board of directors;
2. Prior approval opinions of independent directors on matters related to the 18th meeting of the eighth board of directors;
3. Independent opinions of independent directors on matters related to the 18th meeting of the eighth board of directors.
It is hereby announced.
Shanying International Holdings Co.Ltd(600567) board of directors may 21, 2002
