Securities code: 000637 securities abbreviation: Maoming Petro-Chemical Shihua Co.Ltd(000637) Announcement No.: 2022-003 Maoming Petro-Chemical Shihua Co.Ltd(000637)
Announcement on the resolutions of the 8th interim meeting of the 11th 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、 Meetings of the board of directors
The eighth interim meeting of the 11th board of directors of Maoming Petro-Chemical Shihua Co.Ltd(000637) (hereinafter referred to as “the company”) was held on January 24, 2022 by on-site and video communication voting. The notice of this meeting was sent to all directors, supervisors and senior managers by e-mail on January 21, 2022. There are 9 directors in the current board of directors, and 9 directors participate in the meeting and vote; The meeting was convened and presided over by fan Hongyan, chairman of the company. The notice, convening and the number of directors attending the meeting are in accordance with relevant laws, regulations, rules, rules and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
The following proposals were considered and adopted at this meeting:
(I) proposal on cash acquisition of 69% equity of Beijing xinwoda Marine Technology Co., Ltd
Voting: 7 in favor, 2 against and 0 abstention; Voting result: adopted. This proposal needs to be reviewed and approved by the first extraordinary general meeting of shareholders in 2022.
Yang Yue, the director, voted against it. The reason for opposition: the law firm’s due diligence report on how to effectively resolve the risks prompted by the acquisition is still unclear, and it is facing greater financial pressure in the future. We should avoid risks and continue to focus on the main business.
Xu Jun, the director, voted against it. The reason for objection: it is still unclear how to effectively resolve the risks prompted by legal due diligence, and there is great capital pressure in the follow-up. It is suggested to focus on the main business.
For details, see the securities times on January 26, 2022, the announcement on cash acquisition of 69% equity of Beijing xinwoda Marine Technology Co., Ltd. (Announcement No.: 2022-004) and the independent opinions of independent directors on matters related to the eighth interim meeting of the eleventh board of directors.
(II) proposal on the company’s application to the bank for a credit line not exceeding RMB 600 million
Voting: 7 in favor, 2 against and 0 abstention; Voting result: adopted. This proposal still needs to be examined and approved by the first extraordinary general meeting of shareholders in 2022.
Yang Yue, the director, voted against it. The reason for opposition: the law firm’s due diligence report on how to effectively resolve the risks prompted by the acquisition is still unclear, and it is facing greater financial pressure in the future. We should avoid risks and continue to focus on the main business.
Xu Jun, the director, voted against it. The reason for objection: it is still unclear how to effectively resolve the risks prompted by legal due diligence, and there is great capital pressure in the follow-up. It is suggested to focus on the main business.
For details, please refer to the securities times on January 26, 2022, the announcement on the company’s application for a credit line of no more than RMB 600 million from the bank (Announcement No.: 2022-005) and the independent opinions of independent directors on matters related to the eighth interim meeting of the eleventh board of directors.
(III) proposal on convening the first extraordinary general meeting of shareholders in 2022
Voting: 7 in favor, 2 against and 0 abstention; Voting result: adopted. Yang Yue, the director, voted against it. The reason for opposition: the law firm’s due diligence report on how to effectively resolve the risks prompted by the acquisition is still unclear, and it is facing greater financial pressure in the future. We should avoid risks and continue to focus on the main business.
Xu Jun, the director, voted against it. The reason for objection: it is still unclear how to effectively resolve the risks prompted by legal due diligence, and there is great capital pressure in the follow-up. It is suggested to focus on the main business.
The board of directors of the company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting on Thursday, February 10, 2022. The on-site meeting was held in the conference room on the seventh floor of the company at 2:45 p.m. on February 10, 2022.
For details, please refer to the notice on convening the first extraordinary general meeting of the company in 2022 (Announcement No.: 2022-006) issued by the securities times on January 26, 2022 and cninfo.com.
3、 Documents for future reference
1. Resolutions of the eighth extraordinary meeting of the 11th board of directors signed by the directors and stamped with the seal of the board of directors;
2. Independent directors’ independent opinions on relevant matters of this meeting.
Maoming Petro-Chemical Shihua Co.Ltd(000637) board of directors January 26, 2022
