Securities code: Tibet Gaozheng Explosive Co.Ltd(002827) securities abbreviation: Tibet Gaozheng Explosive Co.Ltd(002827) Announcement No.: 2022027 Tibet Gaozheng Explosive Co.Ltd(002827)
Announcement on the resolution of the 7th Meeting of the 3rd board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Tibet Gaozheng Explosive Co.Ltd(002827) (hereinafter referred to as “the company”) the seventh meeting of the third board of supervisors was notified by telephone, e-mail and written delivery on May 12, 2022, and was held by on-site + communication in the conference room on the third floor of the company at 11:30 a.m. on May 23, 2022. The meeting was convened and presided over by WangDui elected by more than half of the supervisors. Ms. Ma Yingying was present as a nonvoting delegate. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other laws and regulations and the relevant provisions of the articles of association, and are legal and effective.
2、 Deliberation at the meeting of the board of supervisors
After careful deliberation by the supervisors attending the meeting, the voting was conducted by open ballot, and the following resolutions were formed:
(I) the meeting adopted the proposal on using some idle self owned funds to purchase short-term financial products with 4 affirmative votes, 0 negative votes, 0 abstention votes and 0 avoidance votes
In line with the principle of maximizing the interests of shareholders, in order to improve the use efficiency of the company’s own funds, the company and its subsidiaries intend to use some idle own funds of no more than 200 million yuan to invest in bank financial products with high safety and good liquidity and other short-term financial products such as financial institutions other than commercial banks, with a service life of no more than 12 months from the date of deliberation and approval by the general meeting of shareholders, The interest rate shall be subject to the actual financial management agreement. During the validity period of the above quota and resolution, the funds can be used on a rolling basis, and [chairman] is authorized to sign relevant agreements.
The board of supervisors believes that the company’s use of idle self owned funds to purchase short-term financial products does not affect the company’s daily operation, nor does it harm the interests of the company’s shareholders.
The announcement on using some idle self owned funds to purchase short-term financial products was published in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) the meeting adopted the proposal on inter-bank lending and related party transactions with the controlling shareholders of the company by 3 affirmative votes, 0 negative votes, 0 abstention votes and 1 abstention vote
In order to meet the temporary capital needs that may be encountered in the medium and long-term business development of the company, the controlling shareholder of the company, Tibet Construction Engineering Building Materials Group Co., Ltd. (hereinafter referred to as “Tibet Construction Group”) plans to provide the company with an inter-bank loan of no more than 100 million yuan for a period of one year. The interest rate standard is subject to the actual agreement signed. The interest is calculated from the date of arrival of the loan amount. This loan does not need the company to provide guarantee, mortgage Pledge or any other form of guarantee.
See China Securities News, securities times, Shanghai Securities News, securities daily and cninfo.com for details of the announcement on inter-bank lending and related party transactions with the controlling shareholders of the company（ http://www.cn.info.com.cn. ）。
Wang Yujun, the related supervisor of this proposal, is the chief financial officer and financial manager of Tibet Construction Group, and avoided voting.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
(III) the meeting deliberated and adopted the proposal on the election of non employee representative supervisors of the third board of supervisors of the company with 4 affirmative votes, 0 negative votes, 0 abstention votes and 0 avoidance votes
According to the company law, the articles of association and other relevant provisions, upon the nomination of the controlling shareholder of the company, Tibet Construction Group, and the review of the nomination committee of the company, Mr. Liu Changjiang is the candidate for non employee representative supervisor of the third board of supervisors of the company. The term of office of Mr. Liu Changjiang is from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the term of office of the third board of supervisors. Mr. Liu Changjiang’s resume is attached.
In this change of the board of supervisors, there is no situation that the company’s directors, senior managers and their spouses and immediate family members serve as the company’s supervisors during the term of office of the company’s directors and senior managers.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
(IV) the proposal on related party transactions between the company and subsidiaries of controlling shareholders was adopted at the meeting with 3 affirmative votes, 0 negative votes, 0 abstention votes and 1 abstention vote
According to the overall arrangement and deployment of the land greening action carried out by the Tibet Autonomous Region and the greening project construction of Lhasa north and South Mountains, the Department of economy and information technology of the fourth guarantee group of Lhasa north and South Mountains has assigned the afforestation task of 2326.5 mu (Deyang north area 2-1) to the company. In order to thoroughly implement the decision-making and deployment of the Party committee of the autonomous region and fully highlight the responsibility of state-owned enterprises, the company signed a contract for afforestation with Lhasa forestry and grassland Bureau on March 25, 2022.
In view of the tight time and heavy tasks of the project, in accordance with the spirit of the notice on Issuing the task of contracting afforestation for the greening project of North and South Mountains in Lhasa issued by Tibet Construction Group, in order to complete the greening task with quality and quantity on time, ensure the survival rate of seedling planting, and make rational and effective use of the group’s resources, the project was finally selected to be undertaken by Tibet Tibet Construction wusheng greening Co., Ltd., a subsidiary of Tibet Construction Group, the controlling shareholder of the company, The estimated amount of related party transactions shall not exceed 25 million yuan.
See China Securities News, securities times, Shanghai Securities News, securities daily and cninfo.com for details of the announcement on related party transactions between the company and its controlling shareholder subsidiaries（ http://www.cn.info.com.cn. ）。
Wang Yujun, the related supervisor of this proposal, is the chief financial officer and financial manager of Tibet Construction Group, and avoided voting.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
3、 Documents for future reference
1. Resolution of the seventh meeting of the third board of supervisors of the company.
It is hereby announced.
Tibet Gaozheng Explosive Co.Ltd(002827) board of supervisors may 24, 2022
enclosure:
Liu Changjiang, with a bachelor’s degree, served in the 56094 army in Lhasa, Tibet from March 1990 to December 1992; Unemployed from December 1992 to February 1993; From February 1993 to June 2007, employee of Tibet Communications Industry Corporation (during which: from September 1995 to July 1997, he worked in enterprise management (off duty) of Sichuan Economic Management Cadre College); From May 2001 to December 2002, majored in economic management in the Correspondence College of the Party School of the CPC Central Committee; From June 2007 to November 2008, he worked as an office clerk of Tibet Tibet Gaozheng Explosive Co.Ltd(002827) Materials Co., Ltd; From November 2008 to June 2011, deputy director of the general office of Tibet Tibet Gaozheng Explosive Co.Ltd(002827) Materials Co., Ltd; From June 2011 to December 2013, he served as the office director of Tibet Tibet Gaozheng Explosive Co.Ltd(002827) Materials Co., Ltd; From December 2013 to April 2018, he served as the Secretary of the board of directors of Tibet Tibet Gaozheng Explosive Co.Ltd(002827) Materials Co., Ltd; From April 2018 to may 2022, he served as Tibet Gaozheng Explosive Co.Ltd(002827) deputy general manager and Secretary of the board of directors.
Up to now, Mr. Liu Changjiang has no shares in the company and has no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the company’s shares and their actual controllers, other directors, supervisors and senior managers.
Mr. Liu Changjiang is not under any of the circumstances specified in Article 146 of the company law, has not been banned from entering the securities market by the CSRC, has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, has not been investigated by the judicial authorities for suspected crimes or by the CSRC for suspected violations of laws and regulations, and has not been determined by the Shenzhen Stock Exchange as unfit to serve as a director of the company Other circumstances of supervisors and senior managers. The qualification meets the relevant provisions of the company law, the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, and there is no situation that it is not allowed to be nominated as a director or supervisor as stipulated in paragraph 1 of article 3.2.2 of the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. According to the company’s inquiry on the catalogue of dishonest Executees on the people’s court website and the public inquiry platform of illegal and dishonest information in the securities and futures market, Mr. Liu Changjiang has not been identified as a “dishonest executee”.
