Securities code: 603988 securities abbreviation: Sec Electric Machinery Co.Ltd(603988) Announcement No.: pro 2022-009
Sec Electric Machinery Co.Ltd(603988)
Announcement on the resolutions of the 16th meeting of the 4th board of supervisors
The board of supervisors and all supervisors 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.
1、 Meetings of the board of supervisors
The 16th meeting of the 4th board of supervisors of Sec Electric Machinery Co.Ltd(603988) (hereinafter referred to as “the company”) was held at 15:00 p.m. on February 25, 2022 in the conference room of the company at No. 777, gaolang East Road, Wuxi by means of on-site combined communication. The notice of this meeting was notified to all supervisors by e-mail and SMS on February 18, 2022. The meeting was presided over by Ms. Liu Hui, chairman of the board of supervisors. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The convening and convening procedures of this meeting comply with the provisions of the company law of the people’s Republic of China and the Sec Electric Machinery Co.Ltd(603988) articles of association, and the meeting is legal and effective.
2、 Deliberation at the meeting of the board of supervisors
(I) the proposal on terminating major asset restructuring was deliberated and adopted
The company plans to purchase all the equity held by all shareholders of Tianjin Beiqing power smart energy Co., Ltd. by means of asset replacement and share issuance, and plans to raise supporting funds by non-public offering of shares to no more than 35 qualified specific investors (hereinafter referred to as “this transaction” or “this major asset reorganization”).
This transaction involves the spin off of Beikong Clean Energy Group Co., Ltd. (01250. HK, hereinafter referred to as “Beikong clean energy group”) listed on the stock exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Stock Exchange”). One of the preconditions of this transaction is that the Hong Kong Stock Exchange approves the spin off of Beikong clean energy group and exempts Beikong clean energy group from complying with the applicable provisions of guarantee quota. As the spin off failed to obtain the approval of the stock exchange of Hong Kong, the preconditions of this transaction could not be reached. After careful study, the company decided to terminate this major asset restructuring.
The company promises not to plan any major asset restructuring within one month from the date of the announcement of the termination of the major asset restructuring.
The voting content of Liu Hui and supervisor related party transactions is related party transactions, and the voting content of this proposal is related party transactions. Voting results: 1 in favor, 0 against and 0 abstention.
(II) the proposal on the termination of reorganization related agreements signed between the company and the counterparty was deliberated and adopted
According to the termination of this transaction, the company decided to sign the termination agreement of the reorganization related agreement with the counterparty.
The content of this proposal involves related party transactions. Supervisors Chen Di and Liu Hui are related supervisors and avoid voting. Voting results: 1 in favor, 0 against and 0 abstention.
It is hereby announced.
Sec Electric Machinery Co.Ltd(603988) board of supervisors February 26, 2022
