Securities code: 603489 securities abbreviation: Bafang Electric( Suzhou) Co.Ltd(603489) Announcement No.: 2022-012 Bafang electric (Suzhou) Co., Ltd
Announcement of the resolution of the first extraordinary general meeting of shareholders in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips: whether there is a veto proposal at this meeting: none. The convening and attendance of the meeting
（1） Time of the general meeting of shareholders: February 8, 2022
（2） Venue of the general meeting of shareholders: meeting room (III) of the office building of Bafang electric (Suzhou) Co., Ltd., No. 6, dongyanli Road, Suzhou Industrial Park, Jiangsu Province ordinary shareholders attending the meeting and preferred shareholders who have restored their voting rights and their shares:
1. Number of shareholders and proxies attending the meeting 8
2. The total number of voting shares held by shareholders attending the meeting (shares) is 53436680
3. The number of voting shares held by shareholders attending the meeting accounts for the company’s voting shares
44.4180% of the total number of shares (%) (IV) whether the voting method complies with the provisions of the company law and the articles of association, the chairmanship of the general meeting, etc.
The general meeting of shareholders was convened by the board of directors of the company and presided over by Mr. Wang Qinghua, chairman of the board of directors. The meeting adopts a combination of on-site voting and online voting. The convening, convening, voting methods and the qualifications of participants of the meeting comply with the provisions of the company law and the articles of association. （5） Attendance of directors, supervisors and Secretary of the board of directors of the company
1. There are 6 directors in office and 6 present;
2. There are 3 supervisors in office and 3 present;
3. The general manager, deputy general manager, Secretary of the board of directors and chief financial officer of the company attended the meeting. 2、 Deliberation of proposals (I) non cumulative voting proposals
1.00 proposal on adjusting the company’s non-public offering of A-Shares in 2021
1.01 proposal Name: issuing object
Outcome: adopted
Voting:
Shareholders agree against waiver
Proportion of type votes (%) proportion of votes (%) proportion of votes (%)
A shares 53338265 99.8158 98415 0.1842 0.0000
1.02 proposal Name: Pricing base date, issue price and pricing principle
Outcome: adopted
Voting:
Shareholders agree against waiver
Proportion of type votes (%) proportion of votes (%) proportion of votes (%)
A shares 53338265 99.8158 98415 0.1842 0.0000
1.03 proposal Name: issue quantity
Result of deliberation: voting:
Shareholders agree against waiver
Proportion of type votes (%) proportion of votes (%) proportion of votes (%)
A shares 53338265 99.8158 98415 0.1842 0.0000
1.04 proposal Name: Sales restriction period
Result of deliberation: voting:
Shareholders agree against waiver
Proportion of type votes (%) proportion of votes (%) proportion of votes (%)
A shares 53338265 99.8158 98415 0.1842 0.0000
1.05 proposal Name: validity period of this issuance resolution
Result of deliberation: voting:
Shareholders agree against waiver
Proportion of type votes (%) proportion of votes (%) proportion of votes (%)
A shares 53338265 99.8158 98415 0.1842 0.0000
2. Proposal Name: proposal on the company’s plan for non-public offering of A-Shares in 2021 (Revised Draft)
Outcome: adopted
Voting:
Shareholders agree against waiver
Proportion of type votes (%) proportion of votes (%) proportion of votes (%)
A shares 53338265 99.8158 98415 0.1842 0.0000
3. Proposal Name: proposal on the termination of the conditional effective share subscription agreement signed by the company and specific objects
Result of deliberation: voting:
Shareholders agree against waiver
Proportion of type votes (%) proportion of votes (%) proportion of votes (%)
A shares 53338265 99.8158 98415 0.1842 0.0000
4. Proposal Name: proposal on signing a conditional share subscription agreement between the company and specific objects
Result of deliberation: voting:
Shareholders agree against waiver
Proportion of type votes (%) proportion of votes (%) proportion of votes (%)
A shares 53338265 99.8158 98415 0.1842 0.0000
5. Proposal Name: proposal on the company’s adjustment of related party transactions involved in the non-public offering of A-Shares in 2021
Outcome: adopted
Voting:
Shareholders agree against waiver
Proportion of type votes (%) proportion of votes (%) proportion of votes (%)
A shares 52557503 98.3547 879177 1.6453 0.0000
6. Proposal Name: proposal on the company’s adjustment of the diluted immediate return and filling measures of non-public offering of A-Shares in 2021 and the commitments of relevant subjects
Result of deliberation: voting:
Shareholders agree against waiver
Proportion of type votes (%) proportion of votes (%) proportion of votes (%)
A shares 53338265 99.8158 98415 0.1842 0.0000
7. Proposal Name: proposal on submitting to the general meeting of shareholders for approval that the subscription object is exempted from increasing the company’s shares by tender offer after adjustment
Result of deliberation: voting:
Shareholders agree against waiver
Proportion of type votes (%) proportion of votes (%) proportion of votes (%)
A shares 53326351 99.7935 110329 0.2065 0.0000
（2） Voting of less than 5% of shareholders involved in major issues
The motion agrees to oppose abstention
Name of proposal
S / N votes proportion (%): votes proportion votes proportion
（%） （%）
1.01 issue object 14338194 99.3182 98415 0.6818 0.00
Pricing base date
1.02 issue price and 14338194 99.3182 98415 0.6818 0.00 pricing principle
1.03 issue quantity 14338194 99.3182 98415 0.6818 0.00
1.04 sales restriction period 14338194 99.3182 98415 0.6818 0.00
This issuance decision
1.05 14338194 99.3182 98415 0.6818 0.00 validity of the negotiation
About the company
2021 non
Public offering a
2 14338194 99.3182 98415 0.6818 0.00 shares plan
(Revised Version)
bill
About the company and
Specific object tab
Conditional student
3 14338194 99.3182 98415 0.6818 0.00 effective share subscription
Termination of agreement
Proposal for agreement
About the company and
Signed by specific object 14988.00
Effective share subscription
Negotiation of purchase agreement
case
About company transfer
The whole year of 2021
Non public offering
5 13557432 93.9100 879177 6.0900 0.00 A shares
The case involves connection
Transaction proposal
About company transfer
The whole year of 2021
Non public offering
A share amortization
6 14338194 99.3182 98415 0.6818 0.00 thin spot return
And filling measures
And related subjects
Committed proposal
About the request unit
Approved by the Eastern Conference
Adjusted subscription
7 the object is exempt from the tender offer of 14326280 99.2357 110329 0.7643 0.00
Type overweight company
Share proposal
（3） Explanation on the voting of proposals
The deliberation content of this shareholders’ meeting is the proposal to adjust the company’s non-public offering of a shares. The subscription object after adjustment is Mr. Wang Qinghua, the controlling shareholder and actual controller of the company. Mr. Wang Qinghua avoids voting on all the proposals due to his association.
The proposals of this general meeting of shareholders are special resolutions, which have been adopted by more than 2 / 3 of the total number of effective voting shares held by shareholders and shareholder representatives attending the meeting. 3、 Lawyer’s Witness 1. Law firm witnessed at the shareholders’ meeting: Guohao law firm (Shanghai) lawyers: Ma Minying and GUI Yichen 2. Conclusion of lawyer’s Witness:
The convening and convening procedures of the general meeting of shareholders of the company comply with the company law, the rules for the general meeting of shareholders of listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of Association; The convener’s qualification is legal and valid; The qualification of attendees is legal and valid; The voting procedures of the meeting comply with the company law, the rules for the general meeting of shareholders of listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of Association; The voting result is legal and valid. 4、 List of documents for future reference 1. Resolutions of the general meeting of shareholders signed and confirmed by the attending directors and recorders and stamped with the seal of the board of directors; 2. Witnessed law firm owner
