Securities code: 601727 securities abbreviation: Shanghai Electric Group Company Limited(601727) No.: pro 2022-008 Shanghai Electric Group Company Limited(601727)
Announcement of resolutions of the 64th meeting of the 5th session of the board of directors
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. Shanghai Electric Group Company Limited(601727) (hereinafter referred to as “the company”) held the 64th meeting of the 5th session of the board of directors of the company in the conference room of the company at No. 110, Middle Sichuan Road, Shanghai on February 10, 2022. Nine directors shall be present at the meeting, and nine directors shall actually be present. The company’s supervisors Cai Xiaoqing, Han Quanzhi and Yuan Shengzhou attended the meeting as nonvoting delegates. The meeting was presided over by Leng Weiqing, chairman of the board of directors. The meeting complied with the relevant provisions of the company law and the articles of association. The meeting considered and adopted the following resolutions:
1、 Proposal on raising 100% equity of Shanghai Boiler Co., Ltd. {0024}
In order to further promote the integration of the company’s resources and support the development of the company’s holding subsidiary Suzhou Thvow Technology Co.Ltd(002564) (hereinafter referred to as ” Suzhou Thvow Technology Co.Ltd(002564) “), it is agreed to transfer 100% of the equity of Shanghai Boiler Plant Co., Ltd. (hereinafter referred to as “target assets” or “shangguo plant”) held by the company to Suzhou Thvow Technology Co.Ltd(002564) , which will be acquired by Suzhou Thvow Technology Co.Ltd(002564) by issuing shares, And raise matching funds (hereinafter referred to as “this asset restructuring”).
The final transaction price of the subject assets of this asset restructuring is based on the appraisal value specified in the asset appraisal report issued by the asset appraisal institution that meets the requirements of relevant laws and regulations and filed by the competent State-owned Assets Supervision and administration department, which shall be determined by the company through consultation with Suzhou Thvow Technology Co.Ltd(002564) . The number of Suzhou Thvow Technology Co.Ltd(002564) shares subscribed by the company through this asset restructuring will be determined according to the transaction price of the underlying assets and the stock issuance price of Suzhou Thvow Technology Co.Ltd(002564) this asset restructuring. The final number of shares subscribed shall be subject to the number approved by the China Securities Regulatory Commission.
Agree to submit the relevant application documents of this asset restructuring to Shanghai state owned assets supervision and Administration Commission, including but not limited to the feasibility study report of this asset restructuring.
Agree to authorize the management of the company to fully handle the relevant matters involved in this asset restructuring, including but not limited to further refining the specific implementation of the relevant plans and relevant transaction documents of this asset restructuring according to the implementation progress of this asset restructuring; Make necessary amendments and adjustments to the specific scheme of this transaction in combination with the audit opinions of the competent State-owned Assets Supervision and administration department and China Securities Regulatory Commission; Sign, modify, supplement, submit, report and execute the agreements and documents related to the asset restructuring, and handle the necessary or appropriate application, approval, registration and filing procedures related to the asset restructuring. The authorization period is from the date of approval by the board of directors to the date of completion of Suzhou Thvow Technology Co.Ltd(002564) the matters related to the asset restructuring.
Voting results: 9 in favor, 0 against and 0 abstention.
2、 Proposal on Suzhou Thvow Technology Co.Ltd(002564) raising supporting funds and related party transactions from Shanghai Lixin Industrial Co., Ltd
The company’s holding subsidiary Suzhou Thvow Technology Co.Ltd(002564) plans to issue shares to the company to purchase 100% of the equity of shangguo plant held by the company, and raise matching funds from the non-public offering of shares of Shanghai Lixin Industrial Co., Ltd. (hereinafter referred to as “Shanghai Lixin”), a subsidiary of the company’s controlling shareholder Shanghai Electric Group Company Limited(601727) Holding Group Co., Ltd. (hereinafter referred to as “electrical holding”). It is agreed that Suzhou Thvow Technology Co.Ltd(002564) will raise supporting funds from Shanghai Lixin’s non-public offering of shares for the purpose of the above transaction. The number of shares to be issued shall not exceed 30% of the total share capital of Suzhou Thvow Technology Co.Ltd(002564) before the non-public offering, and the total amount of supporting funds raised shall not exceed RMB 959790309.12, At the same time, the total amount of supporting funds raised shall not exceed 100% of the transaction price of purchasing assets by issuing shares in this transaction. Suzhou Thvow Technology Co.Ltd(002564) the final number of shares issued to Shanghai Lixin shall be subject to the number approved by the China Securities Regulatory Commission.
This proposal involves related party transactions. The related directors Ms. Leng Weiqing, Mr. Gan pin, Mr. Liu Ping and Mr. Zhu Zhaokai abstained from voting, and the other directors agreed to this proposal.
Voting results: 5 in favor, 0 against and 0 abstention.
3、 The proposal on the transfer of Suzhou Thvow Technology Co.Ltd(002564) part of the equity by agreement agrees that the company will transfer Suzhou Thvow Technology Co.Ltd(002564) 116 million shares held by the natural person Mr. Chen Yuzhong (hereinafter referred to as “the transfer by agreement”) at the price of RMB 3.69/share and a total consideration of RMB 428040000, For the remaining Suzhou Thvow Technology Co.Ltd(002564) shares held by Chen Yuzhong, the arrangement of the voting right entrustment agreement signed by both parties on August 3, 2018 is continued, and the proportion of Suzhou Thvow Technology Co.Ltd(002564) voting rights owned by the company remains unchanged.
Agree to authorize the management of the company to deal with the relevant matters involved in the transfer of this agreement, including but not limited to signing, modifying, supplementing, submitting, submitting and executing the agreements and documents related to the transfer of this agreement, and go through the share transfer registration procedures related to the transfer of this agreement, The authorization period starts from the date of approval by the board of directors of the company to the date of completing the registration procedures for the transfer of shares under this agreement.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Shanghai Electric Group Company Limited(601727) board of directors February 11, 2002
