Securities code: Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) securities abbreviation: Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) Announcement No.: 2022010 Shanghai Taisheng Wind Power Equipment Co.Ltd(300129)
Announcement on the resolution of the 22nd Meeting of the 4th 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.
Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) (hereinafter referred to as "the company") the 22nd Meeting of the Fourth Board of directors was convened by Mr. Zhang Fulin, chairman of the company. The meeting notice was sent by hand and e-mail on February 23, 2022, and was held in the company's conference room on March 1, 2022. 11 directors should attend the meeting of the board of directors, 11 directors in person, including 4 independent directors; All independent directors attended the meeting by means of communication. Mr. Zhang Fulin, chairman and senior supervisor of the company, presided over the meeting as nonvoting delegates. The meeting of the board of directors was held in accordance with the company law of the people's Republic of China and other relevant laws and regulations, departmental rules, normative documents, the articles of association, rules of procedure of the board of directors and other company rules and regulations. The meeting voted item by item by means of on-site written open ballot and communication voting, and considered and adopted the following resolutions: first, the proposal on Revising the company's plan for issuing A-Shares to specific objects in 2021 was considered and adopted
Considering the actual situation of the company issuing A-Shares to specific objects in 2021, the company revised the relevant statements of the plan for issuing A-Shares to specific objects in Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) 2021, the financial data of the issuer, the industrial and commercial registration and financial information of the issuing objects. After deliberation, the board of directors agreed that in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, Prepare the plan for issuing A-Shares to specific objects in Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) 2021 (Revised Version).
According to the authorization of the second extraordinary general meeting of shareholders in 2021, this proposal does not need to be submitted to the general meeting of shareholders for deliberation. The independent directors of the company approved the matter in advance and expressed clear independent opinions on the matter.
The bill was passed by 6 votes in favor, 0 against and 0 abstention. Related directors Mr. Liu Zhicheng, Mr. Huang Jingming, Mr. Zhang Jinnan, Mr. Xia quanguang and Mr. Zhang Fulin have avoided voting on this proposal.
The relevant reports involved in this proposal were disclosed on the same day on the gem information disclosure website designated by the CSRC. 2、 The proposal on Revising the demonstration and analysis report of the company's stock issuance plan to specific objects in 2021 was deliberated and adopted
Due to the need to adjust the financial data involved in the demonstration and analysis report of the stock issuance scheme to specific objects and the relevant statements on the "transfer of stock shares", after deliberation, The board of directors agreed to prepare the demonstration and analysis report on the issuance plan of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) to specific objects (Revised Version) in accordance with the administrative measures for the registration of securities issuance of companies listed on the gem (for Trial Implementation) and other relevant provisions.
According to the authorization of the second extraordinary general meeting of shareholders in 2021, this proposal does not need to be submitted to the general meeting of shareholders for deliberation. The independent directors of the company approved the matter in advance and expressed clear independent opinions on the matter.
The bill was passed by 6 votes in favor, 0 against and 0 abstention. Related directors Mr. Liu Zhicheng, Mr. Huang Jingming, Mr. Zhang Jinnan, Mr. Xia quanguang and Mr. Zhang Fulin have avoided voting on this proposal.
The relevant reports involved in this proposal were disclosed on the same day on the gem information disclosure website designated by the CSRC. 3、 The proposal on Revising the feasibility analysis report on the use of funds raised by the company's issuance of shares to specific objects was deliberated and adopted
Due to the need to update the relevant financial data involved in the feasibility analysis report on the use of raised funds, after deliberation, the board of directors approved the company to prepare the feasibility analysis report on the use of raised funds by issuing shares to specific objects (Revised Version).
According to the authorization of the second extraordinary general meeting of shareholders in 2021, this proposal does not need to be submitted to the general meeting of shareholders for deliberation. The independent directors of the company approved the matter in advance and expressed clear independent opinions on the matter.
The bill was passed by 6 votes in favor, 0 against and 0 abstention. Related directors Mr. Liu Zhicheng, Mr. Huang Jingming, Mr. Zhang Jinnan, Mr. Xia quanguang and Mr. Zhang Fulin have avoided voting on this proposal.
The relevant reports involved in this proposal were disclosed on the same day on the gem information disclosure website designated by the CSRC. 4、 The proposal on signing the supplementary agreement of the conditional effective share subscription agreement between the company and specific objects was deliberated and adopted
Considering the actual situation of the company issuing A-Shares to specific objects in 2021, the company plans to sign the supplementary agreement of the conditional effective share subscription agreement with Guangzhou Kaide Investment Holding Co., Ltd. to revise the subscription price payment, stock delivery and effective conditions of the original share subscription agreement. After deliberation, the board of directors agreed that the company and Guangzhou Kaide Investment Holding Co., Ltd. signed the supplementary agreement to the conditional effective share subscription agreement.
According to the authorization of the second extraordinary general meeting of shareholders in 2021, this proposal does not need to be submitted to the general meeting of shareholders for deliberation. The independent directors of the company approved the matter in advance and expressed clear independent opinions on the matter.
The bill was passed by 6 votes in favor, 0 against and 0 abstention. Related directors Mr. Liu Zhicheng, Mr. Huang Jingming, Mr. Zhang Jinnan, Mr. Xia quanguang and Mr. Zhang Fulin have avoided voting on this proposal.
For details, see the announcement on signing the supplementary agreement to the conditional effective share subscription agreement and related party transactions with specific objects (2022013) published on the gem information disclosure website designated by the CSRC on the same day. 5、 The proposal on Revising the company's diluted immediate return, filling measures and commitments of relevant subjects by issuing shares to specific objects was deliberated and adopted
After the issuance, Kaide investment holding will hold about 23.08% of the shares of the company and become the controlling shareholder of the company. According to several opinions of the State Council on further promoting the healthy development of the capital market, the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market and the guiding opinions on matters related to initial public offering, refinancing, major asset restructuring and dilution of immediate return And other relevant regulations have carefully analyzed the diluted immediate return of this issuance and formulated the filling measures to be taken. Kaide investment control, the directors and senior managers of the company have made relevant commitments that the filling return measures of the company's issuance of shares to specific objects can be effectively implemented.
As the company plans to adjust the assumed time of this issuance, the contents of diluted immediate return and filling measures are modified accordingly. The commitments of relevant subjects remain unchanged.
According to the authorization of the second extraordinary general meeting of shareholders in 2021, this proposal does not need to be submitted to the general meeting of shareholders for deliberation. The bill was passed by 6 votes in favor, 0 against and 0 abstention. Related directors Mr. Liu Zhicheng, Mr. Huang Jingming, Mr. Zhang Jinnan, Mr. Xia quanguang and Mr. Zhang Fulin have avoided voting on this proposal.
For details, please refer to the announcement on diluting immediate return, filling measures and commitments of relevant subjects by issuing shares to specific objects (2022014) published on the gem information disclosure website designated by the CSRC on the same day. Documents for future reference:
1. The resolution of the board of directors signed by the attending directors and stamped with the seal of the board of directors;
2. Prior approval opinions of independent directors on matters related to the 22nd Meeting of the Fourth Board of directors;
3. Independent opinions of independent directors on matters related to the 22nd Meeting of the Fourth Board of directors;
4. Other documents required by SZSE.
It is hereby announced.
Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) board of directors
March 2, 2022
