Securities code: 000425 securities abbreviation: Xcmg Construction Machinery Co.Ltd(000425) Announcement No.: 2022-1 Xcmg Construction Machinery Co.Ltd(000425)
Announcement on the (Interim) resolution of the 56th meeting of the 8th 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
The (Interim) Notice of the 56th meeting of the 8th board of directors of Xcmg Construction Machinery Co.Ltd(000425) (hereinafter referred to as Xcmg Construction Machinery Co.Ltd(000425) or the company) was sent in writing on January 15, 2022 ( Saturday Co.Ltd(002291) ), and the meeting was held off-site on Tuesday, January 18, 2022. There are 9 members of the board of directors of the company, 9 directors actually exercising voting rights, and 9 directors attending the meeting (in order of surname strokes): Mr. Wang Min, Mr. Wang Feiyue, Mr. Lu Chuan, Mr. Zhang Quan, Mr. Yang Dongsheng, Mr. Wu Jianglong, Mr. Kuang Shidao, Mr. Zhou Wei and Ms. Geng Chengxuan. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the provisions of relevant laws, regulations and the articles of association, and the resolutions formed at the meeting are legal and effective.
2、 Deliberations of the board meeting
The meeting voted by open ballot to consider and adopt the following matters:
(I) proposal on daily connected transactions in 2022
The chairman of the company, Mr. Wang Min, and the directors, Mr. Lu Chuan, Mr. Yang Dongsheng, Mr. Wu Jianglong and Mr. Zhang Quan, are affiliated directors and should abstain from voting. After the withdrawal of related directors, four non related Directors voted on the proposal.
The proposal involves six voting matters:
1. Purchase materials or products from related parties
Voting: 4 in favor, 0 against and 0 abstention
2. Selling materials or products to related parties
Voting: 4 in favor, 0 against and 0 abstention
3. Lease in or lease out houses, equipment and products from related parties
Voting: 4 in favor, 0 against and 0 abstention
4. Licensing related parties to use trademarks
Voting: 4 in favor, 0 against and 0 abstention
5. Technical development in cooperation with related parties
Voting: 4 in favor, 0 against and 0 abstention
6. Providing or receiving related party labor and services to related parties
Voting: 4 in favor, 0 against and 0 abstention
The proposal has been approved by the independent directors of the company in advance, and the independent directors have expressed their opinions on the proposal. The audit committee of the board of directors of the company issued special opinions on this matter. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and vote item by item- 2 –
For details, please refer to China Securities Journal, Shanghai Securities News and cninfo.com (www.cn. Info. Com. CN.) published on January 19, 2022 Announcement No. 2022-2. (II) proposal on providing guarantee for subsidiaries
Voting: 9 in favor, 0 against and 0 abstention
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to China Securities Journal, Shanghai Securities News and cninfo.com (www.cn. Info. Com. CN.) published on January 19, 2022 Announcement No. 2022-3. (III) proposal on providing guarantee amount for mortgage business, financial leasing business and supply chain financial business
Mortgage business and financial leasing business are generally used in the construction machinery industry, which is conducive to promoting the company’s product sales and expanding market share.
Supply chain financial business is a financial service that extends financial services to the upstream supply front end and downstream consumption terminals and covers the whole industrial chain, which is conducive to the company to improve the synergy of the supply chain, reduce costs, and promote the sales of the company’s products.
1. Proposal on providing guarantee amount for mortgage business
According to the actual operation of the mortgage sales business in 2021, the company will continue to actively carry out the mortgage sales business in 2022 on the premise of standardized management and effective control of asset risk, and provide repurchase guarantee for the mortgage sales business. The guarantee amount shall not exceed RMB 7.5 billion, each guarantee period shall not exceed 5 years, and the service life of the guarantee amount shall not exceed 1 year.
Voting: 9 in favor, 0 against and 0 abstention
2. Proposal on providing guarantee amount for financial leasing business
According to the actual operation of cooperation with financial leasing companies in 2021, the company will continue to actively carry out financial leasing sales business in 2022 on the premise of standardized management and effective control of asset risk, and provide equity purchase guarantee for financial leasing business within the cooperation limit. Among them, the lease term of a single financial lease contract shall not exceed 6 years, the cumulative guarantee amount under the cooperation shall not exceed 33 billion yuan, and the service life of the guarantee amount shall not exceed 1 year.
Voting: 9 in favor, 0 against and 0 abstention
3. Proposal on providing guarantee amount for supply chain financial business
In 2022, the company will carry out supply chain financial business based on the demand of supply chain financial business, on the basis of real transactions between the company and upstream and downstream chain enterprises, on the premise of standardized management and effective risk control, and provide repurchase guarantee for supply chain financial business, with a guarantee amount of no more than 10 billion yuan and a guarantee period of no more than 3 years, The service life of the guarantee limit shall not exceed 1 year.
Voting: 9 in favor, 0 against and 0 abstention
Independent directors have expressed independent opinions on this matter. For details, please refer to www.cn.info.com.cn. On January 19, 2022 Relevant announcements.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation- 4 –
(IV) proposal on applying for comprehensive credit line from financial institutions
In order to ensure the demand for operating funds, the company plans to apply for a comprehensive credit line from financial institutions, with a total scale of 70 billion yuan and a service life of 1 year. The board of directors authorizes the chairman of the board of directors to sign relevant documents for applying for credit line to relevant financial institutions on behalf of the company within the total scale of credit line.
Voting: 9 in favor, 0 against and 0 abstention
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) proposal on adding members of special committees of the board of directors
Due to the change of independent directors and work needs of the company, in order to further improve the corporate governance structure and ensure the standardized operation of the company, in accordance with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the working rules of the special committee of the board of directors of the company, it is proposed to add Mr. Kuang Shidao, an independent director, as the strategy committee of the eighth board of directors of the company Members of the remuneration and assessment committee and the audit committee.
The proposal involves three voting matters:
1. Add Mr. Kuang Shidao as a member of the strategy committee
Voting: 9 in favor, 0 against and 0 abstention
2. Add Mr. Kuang Shidao as a member of the remuneration and assessment committee
Voting: 9 in favor, 0 against and 0 abstention
3. Add Mr. Kuang Shidao as a member of the audit committee
Voting: 9 in favor, 0 against and 0 abstention
3、 Documents for future reference
(I) resolutions of the board of directors signed and sealed by the directors attending the meeting; (II) other documents required by SZSE.
It is hereby announced.
Xcmg Construction Machinery Co.Ltd(000425) board of directors January 18, 2022
– 6 –
