Securities code: Yunnan Xiyi Industrial Co.Ltd(002265) securities abbreviation: Yunnan Xiyi Industrial Co.Ltd(002265) Announcement No.: 2022027
Yunnan Xiyi Industrial Co.Ltd(002265)
Announcement on the resolution of the second interim board meeting in 2022
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
Yunnan Xiyi Industrial Co.Ltd(002265) (hereinafter referred to as "the company") the second interim board meeting in 2022 was held on May 18, 2022 by email or written delivery, and on May 23, 2022 by a combination of on-site and communication voting. There were 9 directors who should attend the meeting, and 9 actually attended the meeting, namely Dong Shaojie, Li Hong, Zhang Fukun, Jia Baorong, Wang Xiaochang, Wu Yiguo, Zhang Ning, Yu Dingming and Chen Xudong. Supervisors and senior managers of the company attended the meeting as nonvoting delegates, which was presided over by Mr. Dong Shaojie, chairman of the board. The convening and convening 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
(I) the proposal on confirming the relevant audit report (updating financial data), review report (updating financial data) and asset evaluation report of the company in this transaction was deliberated and passed
The company plans to issue shares and pay cash to China Ordnance Equipment Group Co., Ltd. (hereinafter referred to as "Ordnance Equipment Group" or "counterparty") to purchase 100% equity of Chongqing construction industry (Group) Co., Ltd. (hereinafter referred to as "construction industry" or "target company") (hereinafter referred to as "target assets") and raise supporting funds (hereinafter referred to as "this transaction").
Due to the need of updating the financial data of this transaction, zhongxinghua Certified Public Accountants (special general partnership) hired by the company conducted an extended audit on the construction industry with March 31, 2022 as the audit base date, and issued the audit report on simulated consolidation and parent company financial statements of Chongqing construction industry (Group) Co., Ltd. (zhongxinghua zhuanzi (2022) No. 010357) with standard unqualified opinions, At the same time, the company conducted supplementary review on the pro forma financial statements of the company after the implementation of the transaction simulation, and issued the review report of Yunnan Xiyi Industrial Co.Ltd(002265) pro forma financial statements (zthuayuan Zi (2022) No. 010011). For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant audit reports and review reports disclosed.
Related directors Dong Shaojie, Li Hong, Zhang Fukun, Jia Baorong and Wang Xiaochang avoided voting, and the other four Directors voted.
Voting: 4 in favor, 0 against and 0 abstention; Passed.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders need to avoid voting.
(II) the proposal on the issue of shares and the payment of cash to purchase assets and the raising of supporting funds constitute a major asset restructuring was deliberated and adopted
According to the audited total assets, net assets and operating income of Yunnan Xiyi Industrial Co.Ltd(002265) 2021, the audited total assets and net assets of construction industry on March 31, 2022, the audited operating income and transaction pricing of 2021, the relevant financial ratios are calculated as follows:
Total project assets net assets operating income
Listed company (10000 yuan) 1331397087974537844746
Construction industry (10000 yuan) 581365991733832437553232
Transaction amount (10000 yuan) 49647167/
The higher value of the target asset related indicators and transaction amount (10000 yuan) is 5813659949647167/
Indicators accounted for 436.66%, 564.34% and 478.71%
According to the measures for the administration of major asset restructuring of listed companies, this transaction constitutes a major asset restructuring of listed companies. At the same time, this reorganization belongs to the situation that listed companies issue shares to purchase assets as stipulated in the administrative measures for major asset reorganization of listed companies, which needs to be submitted to the M & a committee for review.
Related directors Dong Shaojie, Li Hong, Zhang Fukun, Jia Baorong and Wang Xiaochang avoided voting, and the other four Directors voted.
Voting: 4 in favor, 0 against and 0 abstention; Passed.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders need to avoid voting.
(III) the proposal on Yunnan Xiyi Industrial Co.Ltd(002265) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft) (Revised Version) and its abstract was deliberated and adopted in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and In accordance with the relevant provisions of laws, regulations and normative documents such as the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 - major asset reorganization of listed companies, the company revised and updated the reorganization report and its abstract of this transaction prepared in the early stage according to the audit report after the extension, the review report for reference and the reply to the reorganization inquiry letter of the stock exchange, The report on Yunnan Xiyi Industrial Co.Ltd(002265) issuing shares and paying cash to purchase assets and raising matching funds and related party transactions (Draft) (Revised Version) and its abstract were prepared. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）The report on Yunnan Xiyi Industrial Co.Ltd(002265) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft) (Revised Version) and its summary disclosed.
Related directors Dong Shaojie, Li Hong, Zhang Fukun, Jia Baorong and Wang Xiaochang avoided voting, and the other four Directors voted.
Voting: 4 in favor, 0 against and 0 abstention; Passed.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders need to avoid voting.
(IV) the proposal on signing the supplementary agreement of performance commitment and compensation agreement by the company was deliberated and passed. According to the provisions of the measures for the administration of major asset restructuring of listed companies, the guidelines for the application of regulatory rules - listing class No. 1, for this transaction, the company plans to sign the supplementary agreement of performance commitment and compensation agreement with the counterparty China Ordnance Equipment Group Co., Ltd, Revise some terms of the original performance commitment and compensation agreement.
Related directors Dong Shaojie, Li Hong, Zhang Fukun, Jia Baorong and Wang Xiaochang avoided voting, and the other four Directors voted.
Voting: 4 in favor, 0 against and 0 abstention; Passed.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders need to avoid voting.
(V) the proposal on the analysis of diluted immediate return of this transaction, filling measures and relevant commitments was deliberated and adopted
Due to the need of updating the financial data of this transaction, zhongxinghua Certified Public Accountants (special general partnership) hired by the company conducted an extended audit of Chongqing construction industry (Group) Co., Ltd. with March 31, 2022 as the audit base date. In order to protect the interests of listed companies and small and medium-sized investors, the board of directors of the company made another serious, prudent and objective analysis on the impact of this transaction on the immediate return of listed companies. In order to prevent the risk of diluting the company's immediate return caused by this transaction, the company has formulated specific measures to fill the return. The controlling shareholders, actual controllers, directors and senior managers of the company have made relevant commitments on the practical implementation of the measures to fill the diluted immediate return of this transaction. For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Instructions of the board of directors on the diluted immediate return of this transaction and the filling measures taken.
Related directors Dong Shaojie, Li Hong, Zhang Fukun, Jia Baorong and Wang Xiaochang avoided voting, and the other four Directors voted.
Voting: 4 in favor, 0 against and 0 abstention; Passed.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders need to avoid voting.
(VI) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
In view of the completion of the audit and evaluation of the issuance of shares and the purchase of assets by paying cash, and the audit and evaluation reports issued by relevant intermediaries, the board of directors decided to propose to convene the first extraordinary general meeting of shareholders in 2022 on June 9, 2022, Deliberating the proposal on meeting the conditions for issuing shares and paying cash to purchase assets and raise supporting funds, the proposal on the scheme of issuing shares and paying cash to purchase assets and raise supporting funds, and the proposal on the related party transactions formed by issuing shares and paying cash to purchase assets and raise supporting funds, which were deliberated and approved by the company's first interim Board of directors in 2022 Proposal on the company signing the agreement on issuing shares and paying cash to purchase assets with conditional effect, proposal on the company signing the agreement on performance commitment and compensation with conditional effect, proposal on the independence of the evaluation institution, the rationality of the evaluation assumptions, the relevance between the evaluation method and the evaluation purpose, and the fairness of the evaluation pricing Proposal on the compliance of the company's current transaction with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies; proposal on the compliance of the company's current transaction with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies The proposal that the relevant entities of this transaction are not allowed to participate in any major asset restructuring of Listed Companies in accordance with Article 13 of the guidelines for the supervision of listed companies No. 7 - supervision of abnormal stock transactions related to major asset restructuring of listed companies, and the proposal on the explanation that the fluctuation of the company's stock price does not meet the relevant standards of Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties The proposal that this transaction does not constitute the situation stipulated in Article 13 of the measures for the administration of major asset restructuring of listed companies, the proposal on the completeness and compliance of the company's performance of legal procedures and the effectiveness of legal documents submitted in this transaction, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors of the company to fully handle matters related to this issuance of shares, payment of cash to purchase assets and raising supporting funds Proposal on shareholder return planning of the company in the next three years (20222024); As well as the proposal on confirming the relevant audit report (updating financial data), review report (updating financial data) and asset evaluation report of the company in this transaction and the proposal on the company issuing shares, paying cash to purchase assets and raising supporting funds to form a major asset reorganization reviewed and approved by the board of directors Proposal on Yunnan Xiyi Industrial Co.Ltd(002265) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft) (Revised Version) and its summary, proposal on the company signing supplementary agreement to performance commitment and compensation agreement, proposal on the analysis of diluted immediate return, filling measures and relevant commitments in this transaction.
Voting: 9 in favor, 0 against and 0 abstention; Passed.
3、 Documents for future reference
1. Resolution of the second interim board meeting in Yunnan Xiyi Industrial Co.Ltd(002265) 2022
2. Prior approval opinions of independent directors on matters related to the second interim board meeting of the company in 2022
3. The independent opinions of independent directors on matters related to the second interim board meeting of the company in 2022 is hereby announced
Yunnan Xiyi Industrial Co.Ltd(002265) board of directors may 23, 2022
