Securities code: Tibet Gaozheng Explosive Co.Ltd(002827) securities abbreviation: Tibet Gaozheng Explosive Co.Ltd(002827) Announcement No.: 2022026 Tibet Gaozheng Explosive Co.Ltd(002827)
Announcement of resolutions of the 7th Meeting of the 3rd 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
Tibet Gaozheng Explosive Co.Ltd(002827) (hereinafter referred to as “the company”) the seventh meeting of the third board of directors 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 09:30 a.m. on May 23, 2022. There are 8 directors who should attend the meeting and 8 actual directors. The supervisors present as nonvoting delegates are Wang Yujun, Wang Chuan, Wang Dui and Yin Xiaoyu. The senior managers present as nonvoting delegates are Wan Honglu, Shi Kehong and Wang Le. The meeting was convened and presided over by Mr. Le Yongjian, the chairman of the company. 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、 Deliberations of the board meeting
(I) the meeting adopted the proposal on using some idle self owned funds to purchase short-term financial products with 8 votes in favor, 0 against, 0 abstention and 0 avoidance
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 idle self owned funds used by the company do not affect the daily operation of the company, nor do they harm the interests of shareholders of the company.
The independent directors of the company expressed independent opinions on the proposal. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
The announcement on using some idle self owned funds to purchase short-term financial products was published in China Securities
Newspaper, 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 in 2022 for deliberation.
(II) the proposal on inter-bank lending and related party transactions with the controlling shareholders of the company was adopted at the meeting with 6 affirmative votes, 0 negative votes, 0 abstention votes and 2 avoidance votes
In order to solve the temporary capital needs that may be encountered in the company’s medium and long-term business development, 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 the purpose of solving the company’s capital needs for a period of one year. The interest rate standard is subject to the actual agreement signed, and 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. ）。
Duo jiluobu, the affiliated director of this proposal, is the chairman of Tibet Construction Group and Bai Yongsheng is the vice chairman and general manager of Tibet Construction Group, avoiding the vote.
The independent directors of the company have expressed their prior approval opinions and independent opinions on the proposal. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
(III) the proposal on the election of non independent directors of the third board of directors of the company was adopted at the meeting with 8 affirmative votes, 0 negative votes, 0 abstention votes and 0 avoidance votes
In accordance with 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. BA sangdunzhu will serve as a candidate for non independent director of the third board of directors of the company 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 directors (resume attached).
After the successful election, the total number of senior managers in the board of directors does not exceed half of the total number of directors of the company, and there is no situation that directors, senior managers and their spouses and immediate family members serve as supervisors of the company during the term of office of directors and senior managers of the company.
The independent directors of the company have expressed their independent opinions on the proposal, and the specific contents are detailed in cninfo.com（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
(IV) the proposal on the appointment of the general manager of the company was adopted at the meeting with 8 affirmative votes, 0 negative votes, 0 abstention votes and 0 avoidance votes
In accordance with the relevant provisions of the company law and the articles of association, upon the nomination of Mr. Le Yongjian, the chairman of the company, Mr. BA sangdunzhu is appointed as the general manager of the company. The term of office starts from the date of deliberation and approval of the current board of directors to the date of expiration of the term of office of the third board of directors (the resume is attached).
The independent directors of the company expressed independent opinions on the proposal. See http://www.cn.info.com.cn for details.
(V) the meeting adopted the proposal on related party transactions between the company and the controlling shareholder’s subsidiaries with 6 affirmative votes, 0 negative votes, 0 abstention votes and 2 evasive votes
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. ）。
Duo jiluobu, the affiliated director of this proposal, is the chairman of Tibet Construction Group and Bai Yongsheng is the vice chairman and general manager of Tibet Construction Group, avoiding the vote.
The independent directors of the company have expressed their prior approval opinions and independent opinions on the proposal. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
(VI) the meeting adopted the proposal on Amending the articles of association with 8 affirmative votes, 0 negative votes, 0 abstention votes and 0 withdrawal votes
According to the actual needs of the company’s business, it is proposed to adjust and increase the business scope. In addition, due to the change of the name of the controlling shareholder of the company, the company will revise the relevant provisions in the articles of association. The board of directors of the company requests the general meeting of shareholders to authorize the board of directors to go through the procedures such as the change of the company’s business scope and the filing of the articles of association with the market supervision and administration department, and authorize the board of directors and its authorized handling personnel to make necessary modifications to the relevant documents in accordance with the approval opinions or requirements put forward by the market supervision and administration department or other relevant government departments.
See cninfo.com for the announcement on the proposed change of business scope and amendment of the articles of association and the revised articles of association（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
(VII) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was adopted at the meeting with 8 affirmative votes, 0 negative votes, 0 abstention votes and 0 withdrawal votes
The company will hold the first extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting on June 8, 2022 to consider relevant proposals. For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022. 3、 Documents for future reference
1. Resolution of the 7th Meeting of the 3rd board of directors of the company.
2. Prior approval and independent opinions of independent directors on matters related to the seventh meeting of the third board of directors. It is hereby announced.
Tibet Gaozheng Explosive Co.Ltd(002827) board of directors may 24, 2022
enclosure:
BA sangdunzhu, male, Chinese nationality, born in September 1976, native place: Naqu City, Tibet, college degree. Graduated from Guangdong Business College in 1997; August 1997 worked in the light chemical building materials company of Tibet Autonomous Region; From July 2004 to November 2008, he served as the sales manager of Tibet Autonomous Region light chemical building materials company; from November 2008 to December 2013, he served as the deputy general manager of Tibet Tibet Gaozheng Explosive Co.Ltd(002827) Materials Co., Ltd.; from December 2013 to December 2016, he served as Tibet Gaozheng Explosive Co.Ltd(002827) deputy general manager; from December 2016 to October 2018, he served as Tibet Gaozheng Explosive Co.Ltd(002827) deputy general manager Secretary of the Party branch of Tibet Gaozheng Explosive Co.Ltd(002827) sales branch (from March 2015 to July 2017, majoring in Business Administration in the school of network education of Beijing Foreign University), executive deputy general manager of Tibet Gaozheng Explosive Co.Ltd(002827) from October 2018 to December 2019, Secretary of the Party branch of Tibet Gaozheng Explosive Co.Ltd(002827) sales branch, member of the Party committee of Tibet Gaozheng Explosive Co.Ltd(002827) sales company and Secretary of the Party branch of Tibet Gaozheng Explosive Co.Ltd(002827) sales company from December 2019 to March 2020, From March 2020 to April 2020, he served as a member of the Tibet Gaozheng Explosive Co.Ltd(002827) Party committee, and since April 2020, he has served as a member of the Tibet Gaozheng Explosive Co.Ltd(002827) Party committee and chairman of the board of supervisors. From January 2014 to January 7, 2020, he served as the director and deputy general manager of the company. From April 2, 2020 to may 2022, he served as the supervisor and chairman of the board of supervisors of the company.
Up to now, Mr. bassantonzhu 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. BA sangdunzhu is not under any of the circumstances specified in Article 146 of the company law, has not been prohibited 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 filed for investigation by the judicial organ for suspected crime or by the CSRC for suspected violation 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. basantonzhu has not been identified as a “dishonest executee”.
