Securities code: 300035 securities abbreviation: Hunan Zhongke Electric Co.Ltd(300035) Announcement No.: 2022-008 Hunan Zhongke Electric Co.Ltd(300035)
Announcement on the resolution of the 10th 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
1. The notice of the 10th meeting of the 5th board of directors (hereinafter referred to as “the meeting”) of Hunan Zhongke Electric Co.Ltd(300035) (hereinafter referred to as “the company”) was sent by hand and e-mail on February 16, 2022. 2. The meeting was held on site at 10:30 on February 19, 2022. The site of the meeting is in the conference room of the company’s office building.
3. There were 9 directors who should attend the meeting and 9 actually attended the meeting. No director entrusted other directors to attend or be absent from the meeting. The directors present at the meeting voted on the proposals considered at the meeting by open ballot.
4. The meeting was presided over by Ms. Yu Xin, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. 5. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the meeting
1. The proposal on the achievement of the conditions for lifting the restrictions on sales in the third lifting period of the first granting part of the restricted stock incentive plan in 2018 was reviewed and approved
The board of Directors believes that the company’s restricted stock incentive plan in 2018 granted part of the third lifting period for the first time, and the conditions for lifting the restrictions have been met. According to the authorization of the third extraordinary general meeting of the company in 2018 to the board of directors, it is agreed that the company will handle the matters related to the lifting of restrictions on the sale of restricted shares in the third lifting period of the first grant in accordance with the relevant provisions of the 2018 restricted stock incentive plan (Draft). A total of 115 incentive objects who met the conditions for the lifting of restrictions in the third lifting period were granted for the first time, and a total of 5.079 million restricted shares could apply for the lifting of restrictions, accounting for about 0.79% of the current total share capital of the company.
The independent directors of the company have expressed their independent opinions on this proposal, and the independent financial consultant has issued a special report. For details, please refer to the announcement on the achievement of the conditions for the release of the restrictions in the third release period of the first grant part and the second release period of the reserved grant part of the restricted stock incentive plan in 2018 disclosed on the gem information disclosure website designated by the CSRC.
The proposal was adopted with 5 affirmative votes, 0 negative votes and 0 abstention. The directors, Mr. PI Tao, Mr. Zhang Bin, Mr. Huang Xiongjun and Mr. Tao Zhenyou, as the incentive objects of this restricted stock incentive plan, have avoided voting. Other non affiliated directors shall participate in the voting of this proposal.
2. The proposal on the achievement of the conditions for lifting the restrictions in the second lifting period of the reserved grant part of the restricted stock incentive plan in 2018 was reviewed and approved
The board of Directors believes that the conditions for the release of restrictions in the second release period of the reserved grant part of the company’s restricted stock incentive plan in 2018 have been achieved. According to the authorization of the third extraordinary general meeting of shareholders of the company in 2018 to the board of directors, it is agreed that the company shall handle the matters related to the lifting of restrictions on the sale of restricted shares in the second lifting period of reserved grant in accordance with the relevant provisions of the 2018 restricted stock incentive plan (Draft). In the second release period of the reserved grant part, there are 24 incentive objects who meet the conditions for the release of restrictions, and the number of restricted shares that can apply for the release of restrictions is 98000 shares, accounting for about 0.15% of the current total share capital of the company.
The independent directors of the company have expressed their independent opinions on this proposal, and the independent financial consultant has issued a special report. For details, please refer to the announcement on the achievement of the conditions for the release of the restrictions in the third release period of the first grant part and the second release period of the reserved grant part of the restricted stock incentive plan in 2018 disclosed on the gem information disclosure website designated by the CSRC.
The proposal was adopted with 5 affirmative votes, 0 negative votes and 0 abstention. The directors, Mr. PI Tao, Mr. Zhang Bin, Mr. Huang Xiongjun and Mr. Tao Zhenyou, as the incentive objects of this restricted stock incentive plan, have avoided voting. Other non affiliated directors shall participate in the voting of this proposal.
3. The proposal on repurchasing and cancelling some restricted shares in the 2018 restricted stock incentive plan was reviewed and approved. In view of the fact that the company’s 2018 restricted stock incentive plan granted some 5 incentive objects for the first time and reserved one incentive object for the grant part resigned for personal reasons and no longer met the conditions for becoming an incentive object, According to the company’s 2018 restricted stock incentive plan (Draft), the company plans to repurchase and cancel 158000 restricted shares granted to the above-mentioned resigned personnel but not lifted, accounting for about 0.02% of the company’s current total share capital.
The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to the announcement on repurchase and cancellation of some restricted shares under the 2018 restricted stock incentive plan disclosed by the company on the gem information disclosure website designated by the CSRC.
The proposal was adopted with 5 affirmative votes, 0 negative votes and 0 abstention. The directors, Mr. PI Tao, Mr. Zhang Bin, Mr. Huang Xiongjun and Mr. Tao Zhenyou, as the incentive objects of this restricted stock incentive plan, have avoided voting. Other non affiliated directors shall participate in the voting of this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4. The proposal on adjusting the repurchase price of restricted shares in the 2018 restricted stock incentive plan was reviewed and approved. In view of the fact that the company implemented the 2018 annual equity distribution plan on May 28, 2019, based on the total 535706058 shares of the company, the company distributed cash bonus of RMB 0.3 (including tax) to all shareholders for every 10 shares; The 2019 equity distribution plan was implemented on June 30, 2020, and a cash dividend of RMB 0.6 (including tax) was distributed to all shareholders for every 10 shares based on the total registered share capital of 641952824 shares of the company; The 2020 equity distribution plan was implemented on June 23, 2021. Based on the total number of 642365824 shares of the company’s share capital on the day when the profit distribution plan was considered by the board of directors, a cash dividend of RMB 1.00 (including tax) was distributed to all shareholders for every 10 shares.
In accordance with the relevant provisions of the company’s 2018 restricted stock incentive plan (Draft) and the authorization of the company’s third extraordinary general meeting in 2018, it is decided to adjust the repurchase price of restricted shares, The adjustment method is as follows: P = p0-v (where P0 is the repurchase price of restricted shares per share before adjustment; V is the dividend per share; P is the repurchase price of restricted shares per share after adjustment).
After the above dividend distribution adjustment, the repurchase price of the first grant part is adjusted to 2.27 yuan / share (the repurchase price of the restricted shares that need to be repurchased and cancelled due to the resignation of the incentive object for personal reasons is 2.27 yuan / share).
The repurchase price of the reserved grant part is proposed to be adjusted to 3.51 yuan / share (the repurchase price of the restricted shares that need to be repurchased and cancelled due to the resignation of the incentive object of the reserved grant part for personal reasons is 3.51 yuan / share).
The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to the announcement on adjusting the repurchase price of restricted shares under the 2018 restricted stock incentive plan disclosed by the company on the gem information disclosure website designated by the CSRC.
The proposal was adopted with 5 affirmative votes, 0 negative votes and 0 abstention. The directors, Mr. PI Tao, Mr. Zhang Bin, Mr. Huang Xiongjun and Mr. Tao Zhenyou, as the incentive objects of this restricted stock incentive plan, have avoided voting. Other non affiliated directors shall participate in the voting of this proposal.
5. The proposal on changing the registered capital of the company and amending the corresponding provisions of the articles of association was deliberated and adopted
In view of the fact that the company’s 2018 restricted stock incentive plan granted 5 incentive objects for the first time and 1 incentive object reserved for grant resigned for personal reasons and no longer met the conditions for becoming an incentive object, a total of 158000 restricted shares granted but not yet lifted will be repurchased and cancelled by the company. After the repurchase and cancellation of the above restricted shares are completed, The registered capital of the company will be changed from 642365824.00 yuan to 642207824.00 yuan, and the total number of shares will be changed from 642365824 shares to 642207824 shares.
The board of directors agreed to revise the relevant contents of the articles of association according to the above changes in registered capital and total shares, and requested the general meeting of shareholders to authorize the board of directors to handle matters related to changes in industrial and commercial registration.
For details, please refer to the announcement on changing the registered capital of the company and amending the corresponding provisions of the articles of association and the revised articles of Association disclosed by the company on the gem information disclosure website designated by the CSRC.
The proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
6. The proposal on confirming the excess of daily related party transactions between the holding subsidiary and Shimian County Jineng new materials Co., Ltd. in 2021 was reviewed and approved
The fourth meeting of the Fifth Board of directors of the company and the first extraordinary general meeting of shareholders in 2021 respectively considered and approved the proposal on the prediction of daily related party transactions between the holding subsidiary and Shimian County Jineng new materials Co., Ltd. in 2021, The company estimates that the amount of daily operating related party transactions between Hunan Zhongke Xingcheng graphite Co., Ltd. (hereinafter referred to as “Hunan Zhongke Xingcheng”) and Shimian Jineng new materials Co., Ltd. (hereinafter referred to as “Jineng new materials”) in 2021 will not exceed 153 million yuan, The content of related party transaction is the graphitization process in the production process of Hunan Zhongke Xingcheng lithium battery cathode material, and the processing of new energy collection materials is entrusted. In 2021, affected by the growth of downstream demand, the tight supply of graphitization in the industry and the rise of processing unit price, Hunan Zhongke Xingcheng increased the amount of graphitization entrusted processing of new energy gathering materials. The actual amount of graphitization processing was 180057900 yuan, exceeding the expected amount by 27.0579 million yuan. The board of directors of the company shall additionally confirm the excess of daily operating related party transactions in 2021.
The independent directors of the company recognized this in advance and issued independent opinions, and the sponsor Huatai United Securities issued verification opinions.
For details, see the announcement on confirming the excess of daily related party transactions between the holding subsidiary and Shimian County Jineng new materials Co., Ltd. in 2021 and the forecast of daily related party transactions in 2022 published on the gem information disclosure website designated by the CSRC.
The proposal was adopted by 8 votes in favor, 0 against and 0 abstention. As a director of Shimian Jineng new materials Co., Ltd., director Tao Zhenyou has avoided voting. Other non affiliated directors shall participate in the voting of this proposal.
7. The proposal on the prediction of daily related party transactions between the holding subsidiary and Shimian County Jineng new materials Co., Ltd. in 2022 was reviewed and approved
Whereas Shimian Jineng New Material Co., Ltd. (hereinafter referred to as “Jineng new material”) is a joint-stock company of the company, the company holds 37.50% of its equity, and Tao Zhenyou, the director of the company, is also the director of Jineng new material. As Jineng new material is engaged in graphitization processing of negative electrode materials, it is the supplier of Hunan Zhongke Xingcheng graphite Co., Ltd. (hereinafter referred to as “Hunan Zhongke Xingcheng”), the holding subsidiary of the company. Therefore, the board of directors of the company recognized the daily operating transactions between Hunan Zhongke Xingcheng and Jineng new materials as daily connected transactions. It is estimated that the transaction amount between Hunan Zhongke Xingcheng and Jineng new materials will not exceed 520 million yuan in 2022.
The independent directors of the company recognized this in advance and issued independent opinions, and the sponsor Huatai United Securities issued verification opinions.
For details, see the announcement on confirming the excess of daily related party transactions between the holding subsidiary and Shimian County Jineng new materials Co., Ltd. in 2021 and the forecast of daily related party transactions in 2022 published on the gem information disclosure website designated by the CSRC.
The proposal was adopted by 8 votes in favor, 0 against and 0 abstention. As a director of Shimian Jineng new materials Co., Ltd., director Tao Zhenyou has avoided voting. Other non affiliated directors shall participate in the voting of this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
8. The proposal on capital increase and share expansion of the subsidiary Zhongke Xingcheng graphite Co., Ltd. in Gui’an New District and cooperation with Contemporary Amperex Technology Co.Limited(300750) was deliberated and adopted
The company, Hunan Zhongke Xingcheng Holding Co., Ltd. (hereinafter referred to as “Zhongke Xingcheng holding”) and Gui’an New Area Zhongke Xingcheng graphite Co., Ltd. (hereinafter referred to as “Gui’an New Area Zhongke Xingcheng”) intend to sign the capital increase agreement on Gui’an New Area Zhongke Xingcheng graphite Co., Ltd. with Contemporary Amperex Technology Co.Limited(300750) (hereinafter referred to as ” Contemporary Amperex Technology Co.Limited(300750) “), Zhongkexing City Holdings and Contemporary Amperex Technology Co.Limited(300750) plan to increase the capital of zhongkexing city in Gui’an new area. Among them, zhongkexing City Holdings will increase the capital of zhongkexing city in Gui’an New Area by 420 million yuan, obtain the newly increased registered capital of zhongkexing city in Gui’an New Area by 420 million yuan, and Contemporary Amperex Technology Co.Limited(300750) or its wholly-owned subsidiaries will increase the capital of zhongkexing city in Gui’an New Area by 280 million yuan, The newly increased registered capital of zhongkexing city in Gui’an new area is RMB 280 million. After the capital increase, the registered capital of zhongkexing city in Gui’an new area will be increased from RMB 100 million to RMB 80 million. Zhongkexing City Holdings holds 65% of the equity of zhongkexing city in Gui’an new area, Contemporary Amperex Technology Co.Limited(300750) or its wholly-owned subsidiary holds 35% of the equity of zhongkexing city in Gui’an new area. After the completion and operation of the “100000 ton / year lithium battery cathode material integration project” in zhongkexing City, Gui’an new area, Contemporary Amperex Technology Co.Limited(300750) enjoys the priority purchase right of the project’s production capacity.
See China Securities Regulatory Commission for details
