Stock Code: 600860 stock abbreviation: Beijing Jingcheng Machinery Electric Company Limited(600860) No.: lin2022-004 Beijing Jingcheng electromechanical Co., Ltd
Beijing Jingcheng Machine Electric Company Limited (a joint stock limited company incorporated in the people’s Republic of China)
Announcement of resolutions of the 14th extraordinary meeting of the 10th board of directors
The board of directors and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
According to the meeting notice issued on January 17, 2022, Beijing Jingcheng Machinery Electric Company Limited(600860) (hereinafter referred to as “the company”) the 14th interim meeting of the 10th board of directors (hereinafter referred to as “the board of directors”) was held by means of communication on January 19, 2022. The meeting was presided over by Mr. Wang Jun, chairman of the board of directors. There were 10 directors in the meeting. The meeting shall be held in accordance with all applicable laws and the articles of association.
The meeting was presided over by Mr. Wang Jun, chairman of the board of directors. The directors attending the meeting deliberated and adopted the following proposals one by one: 1. The proposal on Revising the relevant systems of the company’s strategic investment management was deliberated and adopted
There are 10 valid votes for this proposal. 10 in favor, 0 against and 0 abstention.
2. The proposal on by election of members of the audit committee of the 10th board of directors of the company was deliberated and adopted
Upon nomination by the chairman and review by the nomination committee of the board of directors, the directors attending the meeting unanimously agreed to elect Ms. Li Chunzhi as a member of the audit committee of the 10th board of directors (see Annex for her resume), and her term of office is from January 19, 2022 to the annual general meeting of shareholders in 2022.
The independent non-executive directors of the 10th board of directors of the company expressed independent opinions on this proposal.
There are 10 valid votes for this proposal. 10 in favor, 0 against and 0 abstention.
3. The proposal on the appointment of the company’s general counsel was deliberated and adopted
Upon the nomination of the general manager and the review of the nomination committee of the board of directors, the directors attending the meeting unanimously agreed to appoint Mr. Li mianzhe as the general legal adviser of the company (see Annex for resume), and the term of office is from January 19, 2022 to the annual general meeting of shareholders in 2022. For details, please refer to the announcement on the change of the company’s general counsel disclosed on the same day (Announcement No.: p.2022-006).
The independent non-executive directors of the 10th board of directors of the company expressed independent opinions on this proposal.
There are 10 valid votes for this proposal. 10 in favor, 0 against and 0 abstention.
4. Deliberated and adopted the agreement on signing the relevant agreements on house leasing, decoration and property services in Yicheng park
Proposal on related party transactions
With the continuous growth of the company’s business, the existing office space can no longer meet the needs of the increase of business and personnel
Please. The company intends to lease Beijing Beiren Printing Equipment Co., Ltd. (hereinafter referred to as “beiren equipment”) located in Beijing
The real estate of Yizhuang Yichuang Park (hereinafter referred to as “the real estate”) is used as office space, with a construction area of 1102
Square meters, property services are also provided by beiren equipment. The property needs to be renovated before entering,
In order to ensure that the decoration quality and progress are completed on time, the company signed an agreement with beiren equipment, which is responsible for this
This decoration work. The specific amount is as follows:
(unit: yuan)
Time: year 1, year 2, year 3
Project amount: 2022.05.01-2023.04.30 2023.05.01-2024.04.30 2024.05.01-2025.04.30
Rent 1025686.56 1045797.96 1065909.48
Property service fee 264480 264480 264480
Completion date: April 30, 2022
Decoration cost 1668434.64 (the amount is the advance payment, and the final cost is subject to the actual settlement price.)
Note: 1. After the house lease contract is signed, the company shall pay the equipment fee to beiren 7 working days before entering the residence
The house lease deposit (equivalent to January rent) is 85473.88 yuan, and the lease term expires or the contract is terminated
After the lease, beiren shares will be guaranteed within 30 working days in accordance with the “lease deposit” clause of the lease contract
All certificates shall be returned to the company (without interest).
2. The company shall pay the property fee deposit (equivalent to 1 month’s property fee) within 7 working days before entering the residence
RMB 22040.00, and the property fee deposit shall be paid in the company within 10 days after the termination of the property service management agreement
If the company has no breach of contract, beiren equipment will be returned to the company (without interest).
Beijing Jingcheng electromechanical Holding Co., Ltd. (hereinafter referred to as “Jingcheng electromechanical”) holds 50.67% of the company
Is the controlling shareholder of the company. Jingcheng electromechanical holds Beijing Yichuang technology and Culture Co., Ltd. (hereinafter referred to as
“Yichuang technology”) holds 100% equity, and Yichuang technology holds 100% equity of beiren equipment, so Beijing Electromechanical is beiren
Actual controller of the equipment. According to the Listing Rules of Shanghai Stock Exchange and the stock exchange of Hong Kong Limited
According to the relevant provisions of the company’s securities listing rules, this transaction constitutes a connected transaction. See details on the same day
Public notice on signing relevant agreements and related party transactions on house leasing, decoration and property services in Yichuang Park
(Announcement No.: p.2022-007). This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
The independent non-executive directors of the 10th board of directors of the company expressed their prior approval opinions and independent opinions on this proposal.
Related directors Mr. Wang Jun, Mr. Wu Yanzhang, Mr. Xia Zhonghua and Ms. Li Chunzhi abstained from voting. There are 6 valid votes for this proposal. 6 in favor, 0 against and 0 abstention.
It is hereby announced.
Beijing Jingcheng Machinery Electric Company Limited(600860) board of directors January 19, 2022
enclosure
resume
Li Chunzhi, Chinese nationality, female, 44 years old, master of business administration, intermediate economist. Ms. Li was a translator and project manager of Beijing Institute of mechanical industry automation. Product manager of Product Service Department of Beijing Century Yinghua Information Technology Co., Ltd. Director and vice minister of investment management of strategy and Investment Department of Beijing Jingcheng electromechanical Holding Co., Ltd. Vice Minister of investment and Asset Management Department of Beijing Jingcheng electromechanical Holding Co., Ltd. He is currently the deputy general manager of Beijing Jingcheng Electromechanical Industry Investment Co., Ltd., the supervisor of Beijing Jingcheng Intelligent Technology Co., Ltd., and the non-executive director of the tenth board of directors.
Li mianzhe, male, 35, Chinese nationality, has a Bachelor of management from China University of Geosciences (Beijing) and a master of civil and commercial law from Beijing University of chemical technology. He has the professional qualification of law, the qualification of enterprise legal adviser and the qualification of securities. Mr. Li once served as the legal specialist of beiren group, deputy director of the audit and legal department of printing machine business department, member and deputy director of Beijing Miyun Commission for Discipline Inspection, deputy director of case supervision and management office, etc. He is now the legal affairs director and company lawyer of Beijing Jingcheng electromechanical Holding Co., Ltd.
Except as disclosed in this announcement, the new personnel have no relationship with other directors, supervisors and senior managers of the company. Ms. Li is the deputy general manager of Beijing Jingcheng Electromechanical Industry Investment Co., Ltd. and the supervisor of Beijing Jingcheng Intelligent Technology Co., Ltd. Mr. Li is the legal affairs director and company lawyer of Beijing Jingcheng electromechanical Holding Co., Ltd. The new officer also did not hold any interest in the company’s shares as defined in Part XV of the securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) and did not hold the position of director or supervisor in other listed companies in Hong Kong or overseas in the past three years.
As far as the new officer is concerned, apart from the above disclosure, there is no other information required to be disclosed in accordance with any requirement of rule 13.51 (2) of the stock exchange of Hong Kong stock listing rules, and there are no other matters required to be noted by the shareholders of the company.
On the date of this announcement, according to the register maintained under Section 352 of the securities and Futures Ordinance, no new officer held any interest or short position in the company’s shares, related shares and bonds.
