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    Your present location:HomeInvestorsCompany announcement > Jiangsu Shentong: Third Board seventeenth earnings announcement

    Jiangsu Shentong: Third Board seventeenth earnings announcement

    Number of visits: Date:Jan 8,2016
    Stock Code: 002438 stock abbreviation: Jiangsu Shentong announcement number: 2015-062
    Jiangsu Shentong valve Limited by Share Ltd
    Announcement of the seventeenth meeting of the third board of directors
    All members of the company and the board of directors to ensure that the information disclosure of the true, accurate and complete, no false records, misleading statements or major omissions.
    First, the convening of the meeting
    1, the time and manner of meeting notice: this meeting was in November 19, 2015 by telephone or e-mail to all directors, supervisors and senior management issued a notice;
    2, meeting time, place and manner: this meeting in November 24, 2015 on the third floor of the company's new plant multifunctional meeting room to live in a manner that combines communication voting;
    3, meeting attendance: the meeting shall be attended by the directors of 7, the actual attendance of 7 (which Mr Wang Dezhong, Mr Shaw in a manner of communication to attend and vote);
    4, presided over the meeting and the attendance of personnel: the meeting presided over by the chairman of Mr. Wu Jianxin, company supervisors and senior management personnel attended the meeting.
    5, meeting compliance: the meeting of the board of directors in accordance with the "company law", "Securities Law" and "articles of association" provisions.
    Two, meeting to consider the situation
    1, on the Bank of China Qidong branch of the Limited by Share Ltd to apply for no more than a million yuan of loans for mergers and acquisitions
    According to the company's development plans and funding arrangements, the company intends to apply for the amount of Bank of China Qidong branch of the Limited by Share Ltd does not exceed the amount of the acquisition of RMB yuan of loans, the loan period of one year.
    The result of the vote: 7 votes, 0 votes; waiver: 0. The bill was passed.
    For details, please refer to the November 25, 2015 published under the company designation information disclosure media "Securities Times", the China Securities Journal and the huge influx of information network (http://www.cninfo.com.cn) on the "on to the Bank of China Co., Ltd. Qidong branch for no more than 1.32 billion yuan of M & A loans notice". (Announcement No.: 2015-065).
    2, on the controlling shareholder of the company, the actual control of the company's $M & A loans to provide security and related party transactions
    The company intends to apply for the amount of the Bank of China Limited by Share Ltd Qidong branch of the amount of RMB yuan of M & a loan, the loan period of one year. In order to support the company's development, to solve the company to apply for the bank to provide a loan guarantee for the problem, the controlling shareholder of the company, the actual controller of Mr. Wu Jianxin to provide guarantees for the above amount, valid for one year, do not charge any fees. Since Mr. Wu Jianxin as the controlling shareholder of the company, the actual controller, the security matters related to the transaction.
    Controlling shareholder, actual controller Mr. Wu Jianxin for the company to apply for mergers and acquisitions to provide a loan guarantee, in line with the interests of the company, the company to the bank loan financing, support the development of the company, there is no damage to the interests of the company and all shareholders.
    Because the motion constitutes a related party transactions, the relevance of the director of Mr. Wu Jianxin to vote on this motion.
    The result of the vote: 6 votes, 0 votes; waiver: 0. The bill was passed, and agreed to submit the company's 2015 third extraordinary general meeting of shareholders for consideration.
    For details, please refer to the November 25, 2015 published under the company designation information disclosure media "Securities Times", the China Securities Journal and the huge influx of information network (http://www.cninfo.com.cn) of "on the controlling shareholder of the company, the actual control of man-made company 1.32 million yuan acquisition of loans to provide insurance and related party transactions of the notice". (Announcement No.: 2015-066).
    Opinions of the board of supervisors: the board of supervisors that the related party transactions can effectively enhance the company's financing capacity, to meet the needs of the company's development funds. This transaction does not damage the interests of small and medium shareholders and non associated shareholders, in accordance with the interests of all shareholders.
    Independent director of independent opinion: the company will submit an independent director of the motion of the prior approval, independent directors agreed to the motion submitted to the company's seventeen meeting of the third meeting of the company, the company's controlling shareholder, the actual control of the company's acquisition of loans to provide security matters, involving fair, reasonable, consistent with the interests of all shareholders, the company did not damage the interests of the voting procedure, the motion of the relevant laws, regulations and the provisions of the company's articles of association.
    Or more of the supervisors will content views see 2015 November 25, published in "Securities Times", "China Securities News" and the huge influx of information network firms with (http://www.cninfo.com.cn) on "the third session of the board of supervisors will be the fourteenth meeting notice resolution" (Bulletin No.: 2015-063).
    More independent details of the directors' opinion see 2015 November 24, published in cninf (http://www.cninfo.cm.cn) on the the independent director on the third session of the board of directors at the 17th meeting of the matters related to the independent opinions ".
    3, on the financial institutions to apply for no more than a million yuan comprehensive credit line of motion
    In order to meet the needs of the company's business development, the company intends to Bank of China Qidong branch of Limited by Share Ltd, Qidong branch of Agricultural Bank of China branch of the financial institutions and other financial institutions to apply for not more than $.
    The result of the vote: 7 votes, 0 votes; waiver: 0. The bill was passed, and agreed to submit the company's 2015 third extraordinary general meeting of shareholders for consideration.
    For details, please refer to the November 25, 2015 published under the company designation information disclosure media "Securities Times", the China Securities Journal and the huge influx of information network (http://www.cninfo.com.cn) of "on financial institutions to apply for no more than 7.35 billion yuan credit line announcement". (Announcement No.: 2015-067).
    4, on a wholly owned subsidiary of the bill to provide entrusted loans
    In order to solve the company, a wholly owned subsidiary of Nantong Shentong home Co., Ltd. talent apartment building with funds, to ensure the normal advance of talent apartment project, the company intends to through the Agricultural Bank of China Co., Ltd. Qidong branch to supernatural home commissioned to provide loans 20 million yuan RMB, the loan period of 1 year, the loan interest rate of 9%.
    The result of the vote: 7 votes, 0 votes; waiver: 0. The bill was passed.
    For details, please refer to the November 25, 2015 published under the company designation information disclosure media "Securities Times", the China Securities Journal and the huge influx of information network (http://www.cninfo.com.cn) of the "on to a wholly owned subsidiary of provide entrusted loans notice". (Announcement No.: 2015-068).

    The board of supervisors opinion: the company's own funds for supernatural buyers provide entrusted loans, improve the efficiency of the use of company funds,Conforms to the interests of the company, there is no damage of all shareholders, especially the interests of small shareholders, to supernatural home production and operation in an orderly manner, the decision procedures are legitimate and effective.

    Independent opinions of independent directors to matters of the company to a wholly owned subsidiary of Nantong Shentong Ltd. entrusted loans, independent directors on the necessity, fair price, procedure compliance and risk of serious study and discussion, think: in order to solve the company's wholly owned subsidiary Nantong Shentong home talent Apartment Construction Co. Ltd. with money problems, ensure the normal talent apartment project, the company does not affect the normal operation of the company's case, with no more than 20 million yuan entrusted loan to Nantong power limited company, the loan period of 1 years, the loan interest rate of 9%, the price is reasonable, no damage all shareholders, especially the interests of small shareholders; the board of directors in consideration of the matter, review procedures in line with the "company law" and "articles of association" and "Shenzhen Stock Exchange Listing Rules" provisions, the decision procedure lawful and effective; (3) agreed to company to Nantong Shentong home Co., Ltd. commissioned to provide loans.
    Or more of the supervisors will content views see 2015 November 25, published in "Securities Times", "China Securities News" and the huge influx of information network firms with (http://www.cninfo.com.cn) on "the third session of the board of supervisors will be the fourteenth meeting notice resolution" (Bulletin No.: 2015-063).
    More independent details of the directors' opinion see 2015 November 25, published in cninf (http://www.cninfo.cm.cn) on the the independent director on the third session of the board of directors at the 17th meeting of the matters related to the independent opinions ".
    5, on the "Jiangsu Shentong valve Limited by Share Ltd in 2015 restricted stock incentive plan (Draft)" and its summary of the bill
    To further improve the corporate governance structure, the establishment of a sound long-term incentive and restraint mechanisms, advocate the company and management and key staff common sustainable development concept, fully mobilize the enthusiasm of the senior managers, middle managers and core backbone of the staff, to enhance the company's core competitiveness, to ensure the realization of the company development strategy and target management, the company according to the relevant laws and regulations drew up the 贝博在线-ballbet娱乐-贝博官方网站 2015 restricted stock incentive plan (Draft) "and abstract.
    Ms. Zhang Yifang, the director of the company, is a director of the company's restricted stock incentive plan. The company is not to vote on the motion.
    The result of the vote: 6 votes, 0 votes; waiver: 0. The bill was passed, and agreed to submit the company's 2015 third extraordinary general meeting of shareholders for consideration.
    For details, please refer to the November 25, 2015 published under the company designation information disclosure media "Securities Times", the China Securities Journal and cninfo (http://www.cninfo.com.cn) on the valve Co., Ltd. Jiangsu Shentong restricted stock incentive plan (Draft) "and the abstract.
    The independent directors of the company to the motion expressed their views and details of the opinions of the independent directors see 2015 November 25, published in cninf (http://www.cninfo.cm.cn) on the the independent director on the third session of the board of directors at the 17th meeting of the matters related to the independent opinions ".
    6, on the "Jiangsu Shentong valve Limited by Share Ltd in 2015 restricted stock incentive plan management measures" assessment of the bill
    For the successful implementation of the Surety Company equity incentive plan, to ensure that the company's development strategy and business objectives, according to the securities law, company law, small and medium enterprises board listing Corporation internal control guidelines and other relevant provisions and the actual situation of the company, in particular to develop the Jiangsu God through the valve Limited by Share Ltd 2015 restricted stock incentive plan assessment management approach.
    Ms. Zhang Yifang, the director of the company, is a director of the company's restricted stock incentive plan. The company is not to vote on the motion.
    The result of the vote: 6 votes, 0 votes; waiver: 0. The bill was passed, and agreed to submit the company's 2015 third extraordinary general meeting of shareholders for consideration.
    For details, please refer to the November 25, 2015 published under the company designation information disclosure media cninf (http://www.cninfo.com.cn) on the 贝博在线-ballbet娱乐-贝博官方网站 2015 restricted stock incentive plan assessment management approach ".
    7, on the general meeting to authorize the board of directors for 贝博在线-ballbet娱乐-贝博官方网站 2015 restricted stock incentive plan related issues in motion
    In order to implement the company's restricted stock incentive plan in 2015, the board of directors of the board of directors brought to the shareholders' meeting to authorize the board of directors to handle the relevant matters relating to the company's restricted stock incentive plan in 2015:
    (1) the board of directors of the general meeting of shareholders shall be brought to the board of directors to be responsible for the specific implementation of the equity incentive plan
    1) authorized by the board of directors to determine the date of grant of restricted stock incentive plan;
    2) to authorize the board of directors in the company appears capitalization of capital reserve, stock dividend, stock split fine, sugu or dividends and other matters, in accordance with the restricted stock incentive plan provides a way of restricted stock grant amount and award price adjusted accordingly.
    3) authorized by the board of directors in the incentive object to meet the conditions of the incentive granted to the object of restricted shares, and for the grant of restricted shares related to all matters;
    4) authorized by the board of directors of the incentive to limit the stock to unlock eligibility and unlock conditions to review and confirm, and agreed to the board of directors will be entitled to the exercise of the remuneration committee;
    5) authorized by the board of directors in accordance with the provisions of the incentive plan to decide whether the object can be unlocked;
    6) authorized by the board of directors to handle all matters necessary for the release of incentive objects, including but not limited to the securities exchange to unlock the application, to apply for registration of the registration and settlement business, modify the company's articles of association, for the company's registered capital changes such as registration;
    7) authorized by the board of directors to handle the lock has not yet been unlocked;
    8) authorized by the board of directors decided to limit the change and termination of the stock incentive plan, including but not limited to the cancellation of incentive objects to unlock eligibility, repurchase cancellation incentive object has not yet been unlocked to limit the stock, to handle the compensation and inheritance issues of restricted stocks have been dead, termination of the company restricted stock incentive plan;
    9) to authorize the board of directors to manage the company's restricted stock plans;
    10) authorized by the board of directors to handle other necessary matters required by the company's restricted stock incentive plan, but the relevant documents clearly stipulates that the rights to be exercised by the general meeting of the shareholders' general meeting.
    (2) to authorize the board of directors, the restricted stock incentive plan to the relevant government, institutions for approval, registration, filing, approval, approval and other procedures; sign, implement, modify, complete to the relevant government, institutions, organizations, individuals submitted documents; amend the articles of association, the company registered capital change registration; and make it and other necessary, appropriate or suitable for the restricted stock incentive plan.
    (3) to draw the shareholders' general meeting to authorize the board of directors to authorize the period as the company's effective period of this restricted stock incentive plan.
    Ms. Zhang Yifang, the director of the company, is a director of the company's restricted stock incentive plan. The company is not to vote on the motion.
    The result of the vote: 6 votes, 0 votes; waiver: 0. The bill was passed, and agreed to submit the company's 2015 third extraordinary general meeting of shareholders for consideration.
    8, on the convening of the 2015 third extraordinary general meeting of shareholders
    In view of the meeting of the board of directors approved by the general meeting of the shareholders to consider and through, is proposed in the afternoon of December 22, 2015 14:00 in the company's new plant on the third floor conference room, with a combination of on-site voting and Internet voting to convene the company's 2015 third extraordinary general meeting.
    Meeting notice. For details, please refer to the published in the "Securities Times", "China Securities News" and the huge influx of information network (http://www.cninfo.com.cn) on the "on the convening of the 2015 third interim shareholders' general meeting notice" (Bulletin No.: 2015-064) as well.
    The result of the vote: 7 votes, 0 votes; waiver: 0. The bill was passed.
    Three, reference documents
    1, "Jiangsu Shentong valve Limited by Share Ltd third seventeenth meeting of the board of directors";
    2, "Jiangsu Shentong Valve Co., Ltd independent directors on the third session of the board of directors at the 17th meeting of the matters related to the independent opinions";
    Hereby announcement.
    Jiangsu Shentong valve board of directors of the Limited by Share Ltd
    November 25, 2015

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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