Securities code: 300863 securities abbreviation: Ningbo Kbe Electrical Technology Co.Ltd(300863) Announcement No.: 2022-010
Bond Code: 123134 bond abbreviation: Kabei convertible bond
Ningbo Kbe Electrical Technology Co.Ltd(300863)
Announcement of resolutions of the 24th Meeting of the second board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Ningbo Kbe Electrical Technology Co.Ltd(300863) (hereinafter referred to as “the company”) sent a notice of convening the 24th Meeting of the second board of directors to all directors, supervisors and senior managers by e-mail on February 16, 2022. The meeting was held at 10:00 a.m. on February 22, 2022 in the company’s conference room in a combination of on-site and communication. There are 7 directors who should attend the meeting, 7 directors who actually participate in the voting, and the company’s supervisors and senior managers attend the meeting as nonvoting delegates. The meeting is presided over by the chairman, Mr. Lin Guangyao. The meeting was held in accordance with relevant national laws, regulations and the articles of association.
The meeting considered and adopted the following proposals:
1、 Deliberated and passed the proposal on Amending the articles of Association
The company plans to revise the articles of association in accordance with the relevant provisions of the guidelines for the articles of association of listed companies (revised in 2022) recently issued by the CSRC and in combination with the actual situation of the company. For details, please refer to cninfo (www.cn. Info. Com. CN.), the gem information disclosure website designated by the CSRC Amendment to the articles of association on.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 The proposal on downward revision of convertible corporate bond conversion price proposed by the board of directors was deliberated and adopted. According to the relevant provisions in the prospectus for the issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as the “prospectus”), the conditions for downward revision of convertible corporate bond conversion price of the company have been met. In order to optimize the capital structure of the company, safeguard the rights and interests of investors and support the long-term development of the company, the board of directors of the company agreed to revise the conversion price of convertible corporate bonds downward. The revised conversion price shall not be lower than the higher of the average trading price of the company’s shares 20 trading days before the date of the first extraordinary general meeting of shareholders in 2022 and the average price of the previous trading day, and shall not be lower than the latest audited net assets per share and the par value of the shares. Meanwhile, the general meeting of shareholders is requested to authorize the board of directors to determine the conversion price, effective date and other necessary matters after this amendment in accordance with the relevant provisions of the prospectus, and fully handle the relevant procedures. The validity of the authorization is from the date of deliberation and approval by the general meeting of shareholders to the date of completion of the relevant work of the amendment.
If the higher one between the average trading price of the company’s shares 20 trading days before the date of the shareholders’ meeting and the average price of the previous trading day is higher than the conversion price of “carby convertible bonds” before the adjustment (i.e. 92.5 yuan / share), the conversion price of “carby convertible bonds” does not need to be adjusted.
Mr. Lin Guangyao, chairman of the board of directors of the company, Mr. Xu Xiaoqiao and Mr. Jiang Zhenhua held the convertible corporate bonds issued by the company this time, and avoided voting during the deliberation of this proposal.
For details, please refer to cninfo (www.cn. Info. Com. CN.), the gem information disclosure website designated by the CSRC Announcement on the proposal of the board of directors to revise the conversion price of convertible corporate bonds downward.
Voting result: 4 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The board of directors of the company proposes to hold the first extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting on March 10, 2022.
For details, please refer to cninfo (www.cn. Info. Com. CN.), the gem information disclosure website designated by the CSRC Notice on convening the first extraordinary general meeting of shareholders in 2022.
Voting results: 7 votes in favor; No negative vote; There were no abstentions.
It is hereby announced.
Ningbo Kbe Electrical Technology Co.Ltd(300863) board of directors February 22, 2022
