Securities code: 000881 securities abbreviation: Cgn Nuclear Technology Development Co.Ltd(000881) Announcement No.: 2022-003 Cgn Nuclear Technology Development Co.Ltd(000881)
Announcement on resolutions of the 24th Meeting of the 9th 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、 Convening of board meeting
1. The notice of the 24th Meeting of the ninth board of directors (hereinafter referred to as "the meeting") of Cgn Nuclear Technology Development Co.Ltd(000881) (hereinafter referred to as "the company" or " Cgn Nuclear Technology Development Co.Ltd(000881) ") was sent by e-mail on January 14, 2022.
2. The meeting was held at 9:30 a.m. on January 17, 2022 in conference room 881, 19 / F, North building, CGN building, No. 2002, Shennan Avenue, Futian District, Shenzhen.
3. Nine directors should attend the meeting and nine actually attended the meeting, including Lin Jian, Hu Dongming and Ren Liyong, and other directors attended the meeting by means of communication.
4. The meeting was presided over by Chairman Mr. Lin Jian. Three supervisors, Secretary of the board of directors and some senior executives of the company attended the meeting as nonvoting delegates.
5. The convening and convening of this meeting shall comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
After deliberation and voting by the directors present at the meeting, the following resolutions were adopted at the meeting:
1. The proposal on disposal decision of Singapore Huajun Shipping Co., Ltd. was deliberated and adopted
After deliberation, the board of directors agreed that the holding subsidiary Singapore Daxin Holding Co., Ltd. should dispose of the "Huajun ship" held by its holding subsidiary Singapore Huajun Shipping Co., Ltd. (single ship company) in the form of public listing transfer or non entry transaction in accordance with the provisions on state-owned assets management, and the transaction price and margin can be settled over the counter; If it is disposed by non entry transaction, the transaction price shall not be lower than its evaluation filing price; If the ship is sold by public listing transfer, the first listing price shall not be lower than its evaluation record price. If the intended transferee is not collected at the expiration of the first listing period, it shall be listed and disclosed again at the listing price of not less than 90% of the evaluation value. Authorize Singapore Daxin Holding Co., Ltd. to handle specific matters of ship transactions, and liquidate and cancel Singapore Huajun Shipping Co., Ltd. on the premise of legality and compliance.
The specific contents of the proposal are detailed in the announcement on the proposed sale of some assets (Announcement No.: 2022-004) disclosed on cninfo.com on the same day.
Voting: 9 in favor, 0 against, 0 abstention and 0 withdrawal
Voting result: adopted
2. The proposal on disposal decision of Singapore Huaguan Shipping Co., Ltd. was deliberated and adopted
After deliberation, the board of directors agreed that Singapore Daxin Holding Co., Ltd., a holding subsidiary, would dispose of the "Huaguan ship" held by its holding subsidiary Singapore Huaguan Shipping Co., Ltd. (single ship company) in the form of public listing transfer or non entry transaction in accordance with the regulations on state-owned assets management, and the transaction price and margin could be settled over the counter; If it is disposed by non entry transaction, the transaction price shall not be lower than its evaluation filing price; If the ship is sold by public listing transfer, the first listing price shall not be lower than its evaluation record price. If the intended transferee is not collected at the expiration of the first listing period, it shall be listed and disclosed again at the listing price of not less than 90% of the evaluation value. Authorize Singapore Daxin Holding Co., Ltd. to handle specific matters of ship transactions, and liquidate and cancel Singapore Huaguan Shipping Co., Ltd. on the premise of legality and compliance.
The specific contents of the proposal are detailed in the announcement on the proposed sale of some assets (Announcement No.: 2022-004) disclosed on cninfo.com on the same day.
Voting: 9 in favor, 0 against, 0 abstention and 0 withdrawal
Voting result: adopted
3. The proposal on disposal decision of Singapore Huahai Shipping Co., Ltd. was deliberated and adopted
After deliberation, the board of directors agreed that the holding subsidiary Singapore Daxin Holding Co., Ltd. should dispose of the "Huahai ship" held by its holding subsidiary Singapore Huahai Shipping Co., Ltd. (single ship company) in the form of public listing transfer or non entry transaction in accordance with the regulations on state-owned assets management, and the transaction price and margin can be settled over the counter; If it is disposed by non entry transaction, the transaction price shall not be lower than its evaluation filing price; If the ship is sold by public listing transfer, the first listing price shall not be lower than its evaluation record price. If the intended transferee is not collected at the expiration of the first listing period, it shall be listed and disclosed again at the listing price of not less than 90% of the evaluation value. Authorize Singapore Daxin Holding Co., Ltd. to handle specific matters of ship transactions, and liquidate and cancel Singapore Huahai Shipping Co., Ltd. on the premise of legality and compliance.
The specific contents of the proposal are detailed in the announcement on the proposed sale of some assets (Announcement No.: 2022-004) disclosed on cninfo.com on the same day.
Voting result: adopted
4. The proposal on disposal decision of Singapore Huashang Shipping Co., Ltd. was deliberated and adopted
After deliberation, the board of directors agreed that Singapore Daxin Holding Co., Ltd., a holding subsidiary, would dispose of the "Huashang ship" held by its holding subsidiary Singapore Huashang Shipping Co., Ltd. (single ship company) in the form of public listing transfer or non entry transaction in accordance with the regulations on state-owned assets management, and the transaction price and margin could be settled over the counter; If it is disposed by non entry transaction, the transaction price shall not be lower than its evaluation filing price; If the ship is sold by public listing transfer, the first listing price shall not be lower than its evaluation record price. If the intended transferee is not collected at the expiration of the first listing period, it shall be listed and disclosed again at the listing price of not less than 90% of the evaluation value. Authorize Singapore Daxin Holding Co., Ltd. to handle specific matters of ship transactions, and liquidate and cancel Singapore Huashang Shipping Co., Ltd. on the premise of legality and compliance.
The specific contents of the proposal are detailed in the announcement on the proposed sale of some assets (Announcement No.: 2022-004) disclosed on cninfo.com on the same day.
Voting: 9 in favor, 0 against, 0 abstention and 0 withdrawal
Voting result: adopted
5. The proposal on signing the procurement and installation contract of proton therapy system of Yangzhou proton therapy center and the operation and maintenance contract of proton therapy system of Yangzhou proton therapy center was reviewed and approved
CNNC Yangzhou Industrial Development Co., Ltd. (hereinafter referred to as "CNNC Yangzhou", which is not related to the company) plans to build a proton therapy center project in Yizheng City, Yangzhou City, Jiangsu Province, and develop facilities that can place proton beam therapy system for on-site tumor treatment of patients. CGN medical technology (Mianyang) Co., Ltd., a wholly-owned subsidiary of the company, won the bid for the project of "supply and installation of proton therapy system in Yangzhou proton therapy center" of CNNC Yangzhou through bidding.
After deliberation, the board of directors agreed to authorize Cgn Nuclear Technology Development Co.Ltd(000881) general manager to sign the procurement and installation contract of proton treatment system of Yangzhou proton treatment center and the operation and maintenance contract of proton treatment system of Yangzhou proton treatment center at the bid winning price of Yangzhou proton project.
This contract does not meet the disclosure standards of contracts related to daily transactions specified in the stock listing rules of Shenzhen Stock Exchange, and will not have a significant impact on the company's financial status and operating results in this year and future years.
Voting: 9 in favor, 0 against, 0 abstention and 0 withdrawal
Voting result: adopted
6. The proposal on the appointment of senior managers of the company was deliberated and adopted
The board of directors recently received a written resignation report submitted by Mr. Qin Geng, the chief accountant of the company. Due to job adjustment, Mr. Qin Geng applied to resign as the chief accountant of the company. After his resignation, Mr. Qin Geng no longer held any position in the company.
After deliberation, the board of directors agreed to appoint Mr. Tan Jianfeng as the chief accountant of the company. The term of office starts from the date of deliberation and approval by the board of directors to the expiration of the term of office of the ninth board of directors of the company. The independent directors expressed their agreed opinions. The specific contents of the proposal are detailed in the announcement on the resignation and new appointment of the chief accountant of the company (Announcement No.: 2022-005) disclosed on cninfo.com on the same day.
Voting: 9 in favor, 0 against, 0 abstention and 0 withdrawal
Voting result: adopted
7. The proposal on renewing the appointment of financial audit and internal control audit institutions in 2021 was considered and adopted
Lixin Certified Public Accountants (special general partnership) is the auditor of the company's 2020 annual report. During his tenure as the company's financial audit institution, he was diligent and conscientious, and was able to comply with the requirements of the auditing standards for Chinese certified public accountants, abide by the professional ethics of the accounting firm, express opinions on the company's accounting statements objectively and fairly, and better perform the responsibilities and obligations of the audit institution.
After deliberation, the board of directors agreed to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the company's financial audit and internal control audit institution in 2021; It is agreed that the total audit fee of the company in 2021 shall not exceed RMB 2.75 million (including financial audit fee of no more than RMB 2.2 million and internal control audit fee of no more than RMB 550000). The independent directors approved the matter in advance and issued their opinions. See the relevant announcements disclosed on the same day for details. The specific contents of the proposal are detailed in the announcement on the proposed renewal of accounting firm (Announcement No.: 2022-006) disclosed on cninfo.com on the same day.
Voting: 9 in favor, 0 against, 0 abstention and 0 withdrawal
Voting result: adopted
This proposal needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
8. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
After deliberation, the board of directors agreed that the company would hold the first extraordinary general meeting of shareholders in 2022 at 2:30 p.m. on Wednesday, February 16, 2022, in conference room 881, 19 / F, North building, CGN building, No. 2002, Shennan Avenue, Futian District, Shenzhen, to consider the proposal on renewing the appointment of financial audit and internal control audit institutions in 2021.
Notice of the general meeting of shareholders (Announcement No.: 2022-007).
Voting: 9 in favor, 0 against, 0 abstention and 0 withdrawal
Voting result: adopted
3、 Documents for future reference
1. Resolutions of the 24th Meeting of the 9th board of directors;
2. Other documents required by SZSE.
It is hereby announced.
Cgn Nuclear Technology Development Co.Ltd(000881) board of directors January 18, 2022
