Announcement of resolutions of the 18th meeting of the 5th board of directors
Securities code: 300048 securities abbreviation: Hiconics Eco-Energy Technology Co.Ltd(300048) No.: 2022-015 Hiconics Eco-Energy Technology Co.Ltd(300048)
Announcement of resolutions of the 18th 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、 Convening of the board of directors
The 18th meeting of the 5th board of directors of Hiconics Eco-Energy Technology Co.Ltd(300048) (hereinafter referred to as “the company”) was held on February 18, 2022 by combining on-site and communication meetings, and the meeting notice was delivered by mail and telephone on February 15, 2022. There are 7 directors who should attend the meeting and 7 directors who actually attend the meeting. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Fu Yongjun, chairman of the board. The convening and procedures of the meeting comply with the provisions of relevant national laws, administrative regulations, departmental rules and the articles of association. After careful deliberation, the directors attending the meeting formed the following resolutions:
2、 Deliberations of the board meeting
1. Deliberated and passed the proposal on equity transfer, debt restructuring and related party transactions of subsidiaries
The company plans to transfer the 4% equity of Hangzhou HENGLING Technology Co., Ltd. (hereinafter referred to as “Hangzhou Hengling”) to Shanghai Shangfeng Group Co., Ltd. (hereinafter referred to as “Shangfeng group”) and Mr. Ye Jinwu for RMB 9.52 million. It is proposed to transfer 71.25% of the equity of Wuhan Hekang Electric Drive Technology Co., Ltd. (hereinafter referred to as “electric drive”) to Mr. Li Shunzhang for 1 yuan. After the completion of the above transactions, the company will no longer hold the equity of Hangzhou Hengling and electric drive, and electric drive will no longer be the holding subsidiary of the company and will no longer be included in the scope of the company’s consolidated statements.
By the end of 2021, the net assets of electric drive were -12.13 million and the liability to the company was 14.43 million yuan. The company plans to partially exempt the debt of electric drive. After Exemption, the liability of electric drive to the company is 9.18 million yuan, and Shangfeng group and ye Jinwu shall be jointly and severally liable for payment.
Announcement of resolutions of the 18th meeting of the 5th board of directors
This proposal has been approved and approved by independent directors in advance. For details, see the announcement on equity transfer and related party transactions of subsidiaries disclosed by the company on the same day on the information disclosure website designated by the CSRC.
The proposal was adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
2. Deliberated and adopted the proposal on by election of members of the audit committee of the Fifth Board of directors
According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, self regulatory guidelines for listed companies No. 2 – standardized operation of companies listed on the gem, and the articles of association, the audit committee of the board of directors of the company shall be composed of three directors. Mr. Zhao Dongye, the former director, resigned as a member of the audit committee of the board of directors due to job transfer, One director is currently vacant. In order to ensure the normal operation of the company’s board of directors, upon nomination by the nomination committee of the board of directors, the board of directors agreed to elect Mr. Wu Dehai, a director of the company, as a member of the audit committee of the Fifth Board of directors of the company. His term of office starts from the date of adoption of the election by the board of directors to the date of expiration of the Fifth Board of directors of the company. His duties, authorities, decision-making procedures and rules of procedure shall be implemented in accordance with the relevant rules of procedure.
The proposal was adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
3、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting;
Hiconics Eco-Energy Technology Co.Ltd(300048) board of directors
February 18, 2022
