Securities code: 603988 securities abbreviation: Sec Electric Machinery Co.Ltd(603988) Announcement No.: pro 2022-008 Sec Electric Machinery Co.Ltd(603988)
Announcement on the resolution of the 17th meeting of the Fourth 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.
1、 Meetings of the board of directors
The 17th meeting of the 4th board of directors of Sec Electric Machinery Co.Ltd(603988) (hereinafter referred to as “the company”) was held at 14:00 p.m. on February 25, 2022 in the conference room of the company at No. 777, gaolang East Road, Wuxi City. The notice of this meeting was notified to all directors and supervisors by email and SMS on February 18, 2022. The meeting was convened and presided over by Mr. Xiong Xiaobing, chairman of the board of directors. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. All supervisors of the company attended the meeting as nonvoting delegates. 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、 Deliberations of the board meeting
(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 independent directors of the company approved the proposal in advance and expressed their independent opinions.
This proposal involves related party transactions, and related directors Wang Jianyu, Chen Quan, Xiong Xiaobing and Ren Sitong avoided voting.
Voting results: 3 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.
This proposal involves related party transactions, and related directors Wang Jianyu, Chen Quan, Xiong Xiaobing and Ren Sitong avoided voting.
Voting results: 3 in favor, 0 against and 0 abstention.
(III) the proposal on canceling the first extraordinary general meeting of shareholders in 2021 was deliberated and adopted
The company disclosed the notice on convening the first extraordinary general meeting in 2021 (Announcement No.: 2021-066) on September 25, 2021 and the announcement on the extension of the first extraordinary general meeting in 2021 (Announcement No.: 2021-076) on December 3, 2021.
According to the termination of this transaction, the company decided to cancel the first extraordinary general meeting of shareholders in 2021 originally scheduled to be held on March 8, 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
It is hereby announced.
Sec Electric Machinery Co.Ltd(603988) board of directors February 26, 2022
