Securities code: 300444 securities abbreviation: Beijing Sojo Electric Co.Ltd(300444) Announcement No.: 2022-002
Beijing Sojo Electric Co.Ltd(300444)
Announcement on the resolution of the second meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings held
The notice of the second meeting of the Fifth Board of directors of Beijing Sojo Electric Co.Ltd(300444) (hereinafter referred to as “the company”) has been sent to all directors by telephone and e-mail on February 9, 2022. The notice of the meeting of the board of directors includes relevant materials of the meeting and lists the time, place, content and method of the meeting. The meeting was held in the conference room of the company’s headquarters by means of communication and on-site at 10:00 on February 14, 2022. 9 directors should attend the meeting, 9 actually attended the meeting, and the Secretary of the board of directors, some supervisors and senior managers attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Zhao Zhihong, chairman of the board. The convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other laws and regulations and the relevant provisions of the articles of association.
2、 Voting at the meeting
The following proposals were considered and adopted by open ballot at this meeting:
1. The proposal on providing guarantee for the development of distributed photovoltaic business was deliberated and adopted
In order to seize the opportunity of the vigorous development of the photovoltaic industry, keep up with the pace of the development of the intelligent photovoltaic industry and contribute to the realization of the national goal of “carbon peak and carbon neutralization”, the company’s secondary subsidiary Shuangjie (Shandong) new energy Co., Ltd. (hereinafter referred to as “Shuangjie Shandong”) plans to vigorously promote the distributed photovoltaic business in various regions of Shandong. In order to promote the business development of Shuangjie Shandong, the company and Shuangjie Shandong plan to cooperate with Qilu Bank Co.Ltd(601665) (hereinafter referred to as ” Qilu Bank Co.Ltd(601665) “), and Qilu Bank Co.Ltd(601665) will provide loans to end users (hereinafter referred to as “borrower” or “end users”) who meet the installation conditions of distributed photovoltaic power stations, and the loans are specially used for the purchase and construction of roof distributed photovoltaic power generation system, And take the electricity fee income and subsidy income generated by grid connected power generation of photovoltaic power stations as the main source of repayment. The total loan amount shall not exceed 40 million yuan. The company shall provide joint and several liability guarantee for the borrower to the extent of the actual loan balance, and the total guarantee is expected to not exceed 40 million yuan. The guarantee period is three years from the effective date of the main contract to the expiration of the effective period of the loan limit agreed in the main contract. The board of directors agreed to authorize the management of the company to handle matters related to this guarantee.
In order to protect the rights and interests of the company, the dealer designated by Shuangjie Shandong provides counter guarantee to the company, and the end user provides joint and several liability counter guarantee to the dealer with all the property and usufruct of the household photovoltaic system. When the end user breaches the contract or other risks, and the company is notified by the banking institution to assume the guarantee liability, the Distributor shall bear the guarantee liability and compensation liability to the company, and the company has the right to require the distributor to transfer its counter guarantee recovery right against the farmers to the company free of charge, and the company has the right to recover from the farmers according to the contract signed between the distributor and the farmers.
As the guarantee amount of the company has exceeded 30% of the total assets audited in the latest period for 12 consecutive months, the proposal needs to be submitted to the general meeting of shareholders for deliberation in accordance with the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules (revised in December 2020), the articles of Association and the external guarantee management system.
Independent directors expressed independent opinions on this. The recommendation institution Dongxing Securities Corporation Limited(601198) issued verification opinions.
Voting results: nine votes in favor, no abstention, no objection and no avoidance, with a passing rate of 100%. 2. The proposal on providing guarantee for the subsidiary Beijing Sojo Electric Co.Ltd(300444) Hefei Co., Ltd. to apply for loan credit was deliberated and adopted
Due to actual operation needs, the company’s wholly-owned subsidiary Beijing Sojo Electric Co.Ltd(300444) Hefei Co., Ltd. (hereinafter referred to as “Shuangjie Hefei”) plans to apply for loan credit from banks, financial leasing companies or other financial institutions, with a total principal of no more than 400 million yuan (including 400 million yuan), The validity period of the credit line is one year from the date of deliberation and approval by the general meeting of shareholders (the specific credit date, amount and guarantee period shall be subject to the actual approval of the above institutions). The company provides guarantee for Shuangjie Hefei’s application for loan credit.
As the guarantee amount of the company has exceeded 30% of the total assets audited in the latest period for 12 consecutive months, the proposal needs to be submitted to the general meeting of shareholders for deliberation in accordance with the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules (revised in December 2020), the articles of Association and the external guarantee management system.
Voting results: nine votes in favor, no abstention, no objection and no avoidance, with a passing rate of 100%. 3. The proposal on the company’s application for comprehensive credit line from banks and other institutions in 2022 was reviewed and passed. According to the company’s business needs, in order to meet the capital needs of the company’s daily operation, the company and its wholly-owned subsidiaries plan to apply for comprehensive credit line of no more than RMB 5 billion from banks and other institutions. The actual comprehensive credit line shall be subject to the actual approval line of banks and other institutions. Within the authorization period, the credit line can be recycled. The specific amount of funds will be determined according to the actual needs of working capital, and the board of directors will not be held separately to consider the application for credit from banks and other institutions. The board of directors of the company authorizes the legal representative of the company or the authorized agent designated by the legal representative to handle relevant procedures on behalf of the company within the above credit line and sign various legal documents such as contracts, agreements and vouchers related to the above comprehensive credit with banks and other institutions.
The term of the above comprehensive credit matters shall be valid within 12 months from the date of deliberation and approval by the board of directors.
Voting results: nine votes in favor, no abstention, no objection and no avoidance, with a passing rate of 100%. 4. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The specific contents of the proposal are detailed in the notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed by the company on cninfo.com on the same day.
Voting results: nine votes in favor, no abstention, no objection and no avoidance, with a passing rate of 100%. 3、 Documents for future reference
1. Resolutions of the board of directors signed and confirmed by the directors attending the meeting;
2. Independent opinions expressed by independent directors;
3. Other documents required by Shenzhen Stock Exchange.
It is hereby announced
Beijing Sojo Electric Co.Ltd(300444)
Board of directors
February 14, 2022
