Securities code: 000534 securities abbreviation: Wedge Industrial Co.Ltd(000534) Announcement No.: 2022-005 Wedge Industrial Co.Ltd(000534)
Announcement on resolutions of the 42nd meeting of the 10th board of directors
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete
False records, misleading statements or material omissions.
The 42nd meeting of the 10th board of directors of Wedge Industrial Co.Ltd(000534) (hereinafter referred to as “the company”) was held by means of communication on January 20, 2022. The notice of the meeting was sent to all directors by e-mail on January 17, 2022. There are 8 directors of the company and 8 actually attending directors. The meeting was held in accordance with the relevant provisions of the company law and the articles of association. The resolutions of the meeting are as follows:
1、 Deliberated and adopted the proposal on adding independent directors
For details, see the announcement on resignation and addition of independent directors (Announcement No.: 2022-006).
Voting result: Yes: 8 votes; Against: 0 votes; Abstention: 0 votes.
Independent directors have expressed their independent opinions with explicit consent.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
2、 Deliberated and passed the proposal on Amending the articles of Association
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and the guidelines for the articles of association of listed companies (revised in 2022), and in combination with the actual operation and development of the company, the company plans to amend some provisions of the articles of association. The details are as follows:
The original content is modified to
Article 23 under the following circumstances, the company may, in accordance with laws, administrative regulations, departmental rules and this chapter, and in accordance with laws, administrative regulations, departmental rules and this chapter
Acquisition of shares of the company in accordance with the provisions of Cheng: acquisition of shares of the company in accordance with the provisions of Cheng:
(I) reduce the registered capital of the company; (I) reduce the registered capital of the company;
(II) merge with other companies holding shares of the company (II) merge with other companies holding shares of the company; Merger;
(III) award shares to the employees of the company; (III) use the shares for the employee stock ownership plan or (IV) shareholders’ equity incentive to the general meeting of shareholders; Dissent from the resolution on merger and division and require the company to acquire (IV) the shares of the company made by its shareholders to the general meeting of shareholders. If the company disagrees with the resolution on merger or division and requires the company to acquire its shares, the company will not buy or sell the shares of the company except under the above circumstances.
Activities of the company’s shares. (V) use the shares to convert the company’s bonds that can be converted into shares issued by the company;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company does not engage in the trading of shares of the company.
Article 25 the acquisition of the company’s shares specified in items (I) and (II) of paragraph 1 of this article by the company due to items (I) to (III) of Article 23 of this articles of association shall be subject to the resolution of the general meeting of shareholders. Where the company intends to purchase its own shares, a resolution shall be made after the general meeting of shareholders purchases its own shares in accordance with Article 23; If the company falls under item (I) of paragraph 1 of Article 23 of the articles of association, it shall be cancelled within 10 days from the date of acquisition in accordance with the provisions of items (III), (V) and (VI); Where the company’s shares are purchased under the circumstances of items (II) and (IV), they may be transferred within 6 months in accordance with the provisions of this chapter or the authorization of the general meeting of shareholders. 2. Resolutions of the board meeting attended by more than two directors.
In accordance with item (III) of Article 23, the shares of the company purchased by the company in accordance with paragraph 1 of Article 23 of the articles of association will not exceed 5% of the total shares of the bank in Item (I) after the company has issued a decision to purchase the shares of the company; If the funds used for acquisition should be in form, they should be written off within 10 days from the date of acquisition; Expenses from the after tax profits of the company; If the purchased shares should be under the circumstances of items (II) and (IV), they shall be transferred to the employees within one year. Transfer or cancellation within six months; In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years.
Article 41 the following external guarantee acts of the company, and Article 41 the following external guarantee acts of the company,
It shall be deliberated and approved by the general meeting of shareholders. It shall be deliberated and approved by the general meeting of shareholders.
(I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds the total amount of external guarantee audited in the latest period and reaches or exceeds 50% of the net assets audited in the latest period; Any guarantee provided after 50% of the net assets;
(II) the total amount of external guarantee of the company reaches or (II) the total amount of external guarantee of the company reaches or exceeds 30% of the total assets audited in the latest period, and any guarantee provided after exceeding 30% of the total assets audited in the latest period; Any security provided by the;
(III) guarantee for the asset liability ratio exceeding 70% (III) the guarantee amount of the company within one year exceeds the guarantee provided by the public object; Guarantee of 30% of the latest audited total assets of the company; (IV) if the amount of a single guarantee exceeds that of the most recent period (IV), it is a guarantee with an asset liability ratio of more than 70% and a guarantee of 10% of the net assets; The guarantee provided by the object;
(V) the amount of single guarantee for shareholders, actual controllers and their affiliates exceeds the guarantee provided by the auditee in the latest period.
Guarantee of 10% of net assets;
(VI) guarantees provided to shareholders, actual controllers and their related parties.
Article 106 the board of directors is composed of nine directors. Article 106 the board of directors is composed of seven directors, including three independent directors, with one chairman. Cheng, including three independent directors and one chairman.
Article 139 the supervisor shall guarantee the authenticity, accuracy and completeness of the information disclosed by the company. The information disclosed is true, accurate and complete, and a written confirmation opinion on the periodic report is signed.
Article 179 when the company designates securities times, Article 179 the company designates securities times, China Securities Journal and http://www.cn.info.com.cn. Website as journal http://www.cn.info.com.cn. The website is to publish the company’s announcement and other media announcements that need to disclose information and other media that need to disclose information. Body.
Article 181 for the merger of companies, the merger agreement shall be signed by the merging parties, and the balance sheet shall be prepared. The merger agreement shall be signed by the merging parties, and the balance sheet and inventory of property shall be prepared. The company shall make a merger resolution and a list of assets. The company shall notify the creditors within 10 days from the date of making the merger resolution, notify the creditors within 10 days from 30 days, and make an announcement on the securities times and China Securities Journal within 30 days. The bond was announced in the securities times. Creditors may require the company to pay off its debts within 30 days from the date of receiving the notice, within 30 days from the date of failing to receive the notice, within 45 days from the date of public announcement if they fail to receive the notice, or within 45 days from the date of demand for notice, and require the company to pay off its debts or provide corresponding guarantee. Or provide corresponding guarantee.
Article 183 division of the company shall affect its property Article 183 division of the company shall affect its property
Make corresponding segmentation. Make corresponding segmentation.
In case of division of the company, a balance sheet and a financial statement shall be prepared. In case of division of the company, a balance sheet and an inventory of property shall be prepared. The company shall make a list of its assets from the date of making the division resolution. The company shall notify its creditors within 10 days from the date of making the division resolution, notify its creditors within 10 days within 30 days, and make an announcement in the securities times and China Securities Journal within 30 days. Announced in the times.
Article 185 when a company needs to reduce its registered capital, it must prepare a balance sheet and an inventory of property. A balance sheet and an inventory of assets must be prepared when making capital. The company shall notify its creditors within 10 days from the date of making the resolution to reduce its registered capital, notify its creditors within 10 days from the date of making the resolution to reduce its registered capital, and make an announcement in the securities times and China Securities Journal within 30 days. It was announced in the securities times. Creditors have the right to require the company to pay off its debts or require the company to pay off its debts or provide corresponding guarantees within 30 days from the date of receiving the notice, 30 days from the date of failing to receive the letter, 45 days from the date of announcement from the date of receiving the notice, 45 days from the date of being entitled to demand it. The bidder shall provide corresponding guarantee.
There are no other modifications except for the above clauses.
Voting result: Yes: 8 votes; Against: 0 votes; Abstention: 0 votes.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation and approval, and shall be approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
3、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
See the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-009) for details.
Voting result: Yes: 8 votes; Against: 0 votes; Abstention: 0 votes.
It is hereby announced.
Wedge Industrial Co.Ltd(000534) board of directors
January 20, 2022
