Securities code: 600525 securities abbreviation: Changyuan Technology Group Ltd(600525) Announcement No.: 2022006 Changyuan Technology Group Ltd(600525)
Announcement of resolutions of the 10th meeting of the 8th 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.
The 10th meeting of the 8th board of directors of Changyuan Technology Group Ltd(600525) (hereinafter referred to as “the company”) was held on February 15, 2022 by on-site combined communication, and the meeting notice was sent by e-mail on February 8, 2022. 9 directors shall attend the meeting and 9 directors shall attend the meeting in person. The convening procedure of this meeting complies with the provisions of the articles of association and the company law. The following proposals were considered and adopted at this meeting:
1、 The proposal on the company’s development strategic planning was deliberated and adopted
After development in recent years, the company focuses on the strategic goal of intelligent digitization of industry and power system, mainly including smart grid and smart equipment. The company will further implement the industry focus and implement the “new main and auxiliary” development strategy focusing on smart grid equipment system and energy science and technology equipment and technical services, supplemented by consumer electronic intelligent equipment.
Voting results: 9 in favor, 0 against and 0 abstention.
2、 The proposal on terminating non-public offering of shares was deliberated and adopted
On February 25, 2021, the company held the second extraordinary general meeting of shareholders in 2021 to consider and approve the company’s application for non-public issuance of a shares. Considering many factors such as the company’s operation and development strategy, after careful research and demonstration with intermediaries, it is agreed to terminate the company’s non-public offering of A-Shares in 2021. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 16, 2022 Announcement on termination of non-public Development Bank shares (Announcement No.: 2022007).
Voting results: 9 in favor, 0 against and 0 abstention.
3、 The proposal on the absorption and merger of Hongguang electronics by its subsidiary Daming technology was deliberated and adopted
Zhuhai Hongguang Electronics Co., Ltd. (hereinafter referred to as “Hongguang Electronics”) is a wholly-owned subsidiary of Zhuhai Daming Technology Co., Ltd. (hereinafter referred to as “Daming technology”, the company holds 70% equity of Daming Technology), and its plant is adjacent to the company’s intelligent equipment technology park. Since Hongguang Electronics was incorporated into the company in November 2020, its main business is plant rental and has not carried out other business activities. It is agreed that the subsidiary Daming technology will absorb and merge Hongguang electronics, dissolve and cancel Hongguang electronics, and the land under Hongguang Electronics will be transferred to Daming technology. Subsequent land investment and construction matters will be submitted to the deliberation procedures separately in accordance with the provisions of the articles of association.
This absorption and merger involves the transfer of land and real estate, which is expected to pay a land price difference of 2.075 million yuan, and there is no major tax risk. This transaction occurred within the scope of the company’s merger and is not expected to have a significant impact on the company’s operation and financial status.
Voting results: 9 in favor, 0 against and 0 abstention.
4、 The proposal on the establishment of a wholly-owned subsidiary of Chengdu by Zhuhai yuntaili, a subsidiary, was deliberated and adopted
It is agreed that Zhuhai yuntaili automation equipment Co., Ltd. (hereinafter referred to as “yuntaili”), a wholly-owned subsidiary of the company, will establish Chengdu yuntaili Automation Co., Ltd. (name to be determined, hereinafter referred to as “Chengdu yuntaili”) in Chengdu Tianfu new area, and transfer the team of yuntaili Chengdu branch to Chengdu yuntaili. Chengdu yuntaili, with a registered capital of 10 million yuan, is mainly engaged in R & D, production and sales of automatic test equipment.
There were no affirmative votes and 9 abstentions.
5、 The proposal on acquiring part of the equity of Jinli Technology and increasing its capital was deliberated and adopted
Jiangxi Jinli Technology Co., Ltd. (hereinafter referred to as “Jinli Technology”) is a joint-stock subsidiary of the company, with a shareholding ratio of 17.0039%. It is mainly engaged in the R & D, production and sales of lithium iron phosphate, the cathode material of lithium battery, with a total share capital of 93.795840 million yuan. The controlling shareholder Shenzhen ankaiyuan Industrial Development Co., Ltd. (hereinafter referred to as “ankaiyuan”) holds 36.6754%. By the end of August 2021, Jinli Technology had total assets of 96.101 million yuan and net assets of 17.0312 million yuan; From January to August 2021, the operating income of Jinli Technology was 63.5582 million yuan and the net profit was -5.9710 million yuan. With reference to the asset appraisal report (Huaxia Jinxin pingbao Zi [2021] No. 258) issued by Jinhua Jinxin Asset Appraisal Co., Ltd., the appraisal is conducted by using the asset-based method. As of August 31, 2021, the net asset appraisal value of Jinli Technology is RMB 32.3152 million. It is agreed that the company will accept 15 million shares of Jinli Technology held by ankeyuan at the price of 5.1 million yuan, and the company and ankeyuan will increase the capital of Jinli Technology by 39.771262 million yuan and 5.1 million yuan respectively at the price of 1 yuan / share. After the completion of this transaction, the total share capital of Jinli Technology was changed to 138667102 yuan, and the shares of Jinli Technology held by the company increased to 70720222 shares, accounting for 51%. The counterparty an Kaiyuan has no related relationship with the company, and this transaction does not constitute a related party transaction.
After the acquisition and capital increase are completed, the company will control Jinli Technology and consolidate its financial statements, which is expected to form a goodwill of 8.8 million yuan (the actual audit results of accountants shall prevail).
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Changyuan Technology Group Ltd(600525) board of directors
February 16, 2002
