Securities code: 000581 200581 securities abbreviation: Weifu High-Technology Group Co.Ltd(000581) suweifu B Announcement No.: 2022-005
Weifu High-Technology Group Co.Ltd(000581)
Announcement of resolutions of the 7th Meeting of the 10th 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
1. Weifu High-Technology Group Co.Ltd(000581) the seventh meeting of the 10th board of directors was notified to all directors by email and telephone on January 20, 2022.
2. The meeting was held by means of communication voting on February 7, 2022.
3. 11 directors (Wang Xiaodong, kirschchristoph, Xu Yunfeng, Ou Jianbin, Chen Yudong, Zhao Hong, Huang Rui, Yu Xiaoli, Xing min, Feng Kaiyan and pan Xinggao) should attend the meeting, and 11 directors should attend the meeting.
4. The meeting was convened and presided over by Mr. Wang Xiaodong, chairman of the board.
5. The convening and convening of the meeting shall comply with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
(I) the proposal on the proposed acquisition of equity and related party transactions was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
Robert Bosch S.p.A. societ à unipersonale (hereinafter referred to as “rbit”) is a subsidiary of Robert Bosch Co., Ltd. in Germany. Robert Bosch Co., Ltd. currently holds 14.16% of the equity of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction. Mr. Kirsch Christoph and Mr. Chen Yudong, affiliated directors, abstained from voting.
In order to promote the “dual engine driven” strategy of Weifu High-Technology Group Co.Ltd(000581) (hereinafter referred to as “the company”) existing core business and strategic emerging business, and promote the all-round development of the company’s “energy conservation and emission reduction”, “green hydrogen energy”, “intelligent electric” and “other core parts”, Now we are injecting new strategic product business of “new energy vehicle thermal management system and core parts” into the “intelligent electric” sector, accelerating the layout of the global industrial chain, taking the mainstream high-end new energy vehicle market as the strategic entry point, and actively expanding multi scenario applications such as energy storage. The company plans to purchase 100% equity of vhit S.p.A. society à unipersonale (hereinafter referred to as “vhit”) and its wholly-owned subsidiary Evo Automotive Systems (Wuxi) Co., Ltd. (English Name: vhit Automotive Systems (Wuxi) Co. Ltd, hereinafter referred to as “vhcn”) from rbit in cash for a transaction consideration of about 60 million euros. After the completion of this transaction, vhit and vhcn will be included in the scope of the company’s consolidated statements.
Authorize the chairman of the company to sign relevant agreements during specific implementation (including but not limited to the signing of relevant legal documents such as formal acquisition agreement).
The independent directors expressed their prior approval opinions and independent opinions on the proposal.
For details, please refer to the company’s website on February 9, 2022（ http://www.cn.info.com.cn. ）Announcement on the proposed acquisition of equity and related party transactions (Announcement No.: 2022-007) published on.
3、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting;
2. Prior approval opinions and independent opinions of independent directors on matters related to the seventh meeting of the 10th board of directors.
It is hereby announced.
Weifu High-Technology Group Co.Ltd(000581) board of directors February 9, 2002
