Securities code: 000701 securities abbreviation: Xiamen Xindeco Ltd(000701) Announcement No.: 2022-8 Xiamen Xindeco Ltd(000701) announcement of the resolution of the 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
Xiamen Xindeco Ltd(000701) (hereinafter referred to as “the company” or ” Xiamen Xindeco Ltd(000701) “) the notice of the third meeting of the 11th board of directors in 2002 was sent in writing on January 21, 2022 and held in the conference room on the 11th floor of the company on January 26, 2022 in the form of combination of on-site and communication. There are 9 directors who should attend the meeting and 9 directors who actually attend the meeting. The meeting was presided over by the chairman, Mr. Li Zhihuang, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law and the articles of association. 2、 Deliberations of the board meeting
After careful deliberation, the attending directors passed the following matters:
(I) deliberated and adopted the proposal on adjusting the members of some special committees under the 11th board of directors of the company.
Voting: 9 in favor, 0 against and 0 abstention.
Due to the change of the members of the 11th board of directors of the company, some members of the special committee are adjusted accordingly:
1. The remuneration and assessment committee of the board of directors is composed of independent directors Mr. Cheng Wenwen, Mr. Liu Dajin and director Mr. Zeng Tingyi, and Mr. Cheng Wenwen is the chairman.
2. The strategy committee of the board of directors is composed of chairman Mr. Li Zhihuang, independent director Mr. Cheng Wenwen and director Mr. Chen Chun, and Mr. Li Zhihuang is the chairman.
The composition of other special committees of the board of directors shall remain unchanged.
(II) deliberated and passed the proposal on signing the guarantee fee agreement and related party transactions with Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd. in 2001.
Voting: 4 in favor, 0 against and 0 abstention.
Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd. (hereinafter referred to as “ITC holding”) provided joint and several liability guarantee for some financing matters of the company in 2021, which provided strong support for the smooth operation of the company’s operating funds. It is agreed that the company and ITC holding shall sign the guarantee fee agreement, and authorize the management to determine the guarantee fee payable by the company to ITC holding in 2001 and sign relevant agreements. The total guarantee fee shall not exceed RMB 16 million.
This proposal is submitted to the board of directors for deliberation after being approved in advance by the independent directors. The independent opinions and verification opinions of the sponsor published by the independent directors are published on cninfo.com.cn on January 27, 2022. The proposal constitutes a related party transaction, and the related directors Mr. Li Zhihuang, Mr. Wang Mingcheng, Mr. Guo Congming, Mr. Zeng Tingyi and Mr. Chen Chun avoided voting on the proposal.
The specific contents of this proposal are detailed in the announcement of Xiamen Xindeco Ltd(000701) on signing the guarantee fee agreement and related party transactions with Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd. in 2001, which was published in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. Cn) on January 27, 2022.
3、 Documents for future reference
1. Xiamen Xindeco Ltd(000701) resolution of the third meeting of the eleventh board of directors in 2002; 2. Xiamen Xindeco Ltd(000701) independent directors’ prior review opinions and independent directors’ opinions;
3. Haitong Securities Company Limited(600837) verification opinions on the signing of the guarantee fee agreement and related party transactions in 2001 between Xiamen Xindeco Ltd(000701) and Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd.
It is hereby announced.
Xiamen Xindeco Ltd(000701) board of directors January 27, 2002
