Securities code: Qingdao Tgood Electric Co.Ltd(300001) securities abbreviation: Qingdao Tgood Electric Co.Ltd(300001) Announcement No.: 2022012 Qingdao Tgood Electric Co.Ltd(300001)
Announcement on the resolution of the third meeting of the Fifth 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.
The third meeting of the Fifth Board of directors of Qingdao Tgood Electric Co.Ltd(300001) (hereinafter referred to as "the company" or " Qingdao Tgood Electric Co.Ltd(300001) ") was held on March 7, 2022 in the conference room of the office building of the company's Industrial Park, No. 336 Songling Road, Laoshan District, Qingdao by means of communication and on-site voting. The meeting should be attended by 9 directors, and the actual number of directors is 9, which meets the quorum specified in the articles of association. The notice of this meeting was issued to all directors on February 25, 2022. The convening of the meeting complies with the provisions of the company law, the articles of association, the rules of procedure of the board of directors and other laws and regulations, normative documents and the company's system. After deliberation and voting by the directors present, the following proposals were adopted:
1、 Deliberated and adopted the 2021 annual report and its summary
Voting results: 9 votes in favor, 0 against and 0 abstention. The proposal was adopted.
The full text and abstract of the 2021 annual report are detailed in the gem information disclosure website designated by the CSRC. The suggestive announcement of the annual report disclosure was published in China Securities Journal, securities times and Shanghai Securities News on March 8, 2022.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Deliberated and adopted the work report of the board of directors in 2021
Voting results: 9 votes in favor, 0 against and 0 abstention. The proposal was adopted.
See the company's annual report published on the gem information disclosure website designated by the CSRC on the same day as this announcement. The independent directors of the company submitted the 2021 annual report to the board of directors (which has been published on the gem information disclosure website designated by the CSRC on the same day as this announcement), and will report on their work at the 2021 annual general meeting of shareholders of the company.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Deliberated and adopted the 2021 president's work report
Voting results: 9 votes in favor, 0 against and 0 abstention. The proposal was adopted.
The board of directors listened to the president's work report for 2021 made by the president of the company, and believed that the company's management effectively implemented the resolutions of the board of directors and the general meeting of shareholders in 2021, better completed the business objectives in 2021, and made detailed planning and arrangement for the work plan in 2022 in combination with the actual situation of the company.
4、 Deliberated and adopted the financial final accounts report of 2021
Voting results: 9 votes in favor, 0 against and 0 abstention. The proposal was adopted.
The 2021 financial report of the company has been audited by Hexin Certified Public Accountants (special general partnership). In 2021, the company realized an operating revenue of 944107594585 yuan, an increase of 26.48% over the same period last year; The net profit attributable to the owners of the parent company was 18717423250 yuan, a decrease of 8.40% over the same period last year.
For detailed financial data, please refer to the company's 2021 annual report published on the gem information disclosure website designated by the CSRC on the same day as this announcement.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Reviewed and approved the profit distribution plan for 2021
Voting results: 9 votes in favor, 0 against and 0 abstention. The proposal was adopted.
According to the audit of Hexin Certified Public Accountants (special general partnership), as of December 31, 2021, the profit available for distribution in the company's consolidated statements is 152743634556 yuan, the balance of the company's capital reserve at the end of the year is 326805878227 yuan, and the surplus reserve is 16841964270 yuan; As of December 31, 2021, the distributable profit of the parent company was 117563552398 yuan, the balance of capital reserve at the end of the year was 179810736903 yuan, and the surplus reserve was 16841964270 yuan.
In combination with the operation and financial situation of 2021 and the development plan of 2022, the board of directors of the company decided that the distribution plan of 2021 is: take the 1040710713 shares of the company's share capital at the end of 2021 as the base, distribute cash dividends of RMB 0.2 (including tax) to all shareholders for every 10 shares, and distribute cash dividends of RMB 2081421426 in total, and carry forward the remaining undistributed profits to the next year. Capital reserve will not be converted into share capital in 2021. Between the disclosure date of the profit distribution plan and the date of equity distribution and equity registration, if the company's share capital changes due to the listing of new shares, the company will adjust the total distribution according to the principle of unchanged distribution proportion, and adjust the total converted shares according to the principle of unchanged conversion proportion, that is, maintain the cash dividend of 0.2 yuan (including tax) for every 10 shares, Change the total profit distribution accordingly.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 The proposal on the special report on the deposit and use of raised funds in 2021 was deliberated and adopted
Voting results: 9 votes in favor, 0 against and 0 abstention. The proposal was adopted.
Independent directors of the company have expressed independent opinions; The board of supervisors of the company issued verification opinions; The recommendation institution China Merchants Securities Co.Ltd(600999) issued verification opinions and Hexin Certified Public Accountants (special general partnership) issued assurance report. See the specific information disclosed on the website designated by the CSRC.
7、 Deliberated and passed the proposal on the self-evaluation report on internal control in 2021
Voting results: 9 votes in favor, 0 against and 0 abstention. The proposal was adopted.
The independent directors of the company issued independent opinions and the board of supervisors of the company issued verification opinions. For details, see the gem information disclosure website designated by the CSRC.
8、 Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
Voting results: 9 votes in favor, 0 against and 0 abstention. The proposal was adopted.
With the prior approval of the independent directors, the company plans to reappoint Hexin Certified Public Accountants (special general partnership) as the company's audit institution in 2022.
For details, see the announcement on the proposed renewal of accounting firms (Announcement No.: 2022015) published on the gem information disclosure website designated by the CSRC on the same day as this announcement.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 The proposal on providing guarantee for subsidiaries' additional application for comprehensive credit was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention. This proposal has been approved by more than two-thirds of the directors of the company and more than two-thirds of the independent directors.
According to the actual business requirements of Chengdu teday new energy Co., Ltd. (hereinafter referred to as "Chengdu teday"), Chongqing teday new energy Co., Ltd. (hereinafter referred to as "Chongqing teday") and Shanghai teday new energy Co., Ltd. (hereinafter referred to as "Shanghai teday"), it is proposed to apply for no more than 50 million yuan, 30 million yuan RMB 20 million comprehensive financing credit line and project loan. The company provides guarantee for the above additional comprehensive financing credit line and project loan, and the guarantee period shall not exceed 36 months, 36 months and 60 months respectively.
The above comprehensive financing credit lines and project loans can be recycled, which are mainly used for bank loans, opening and discounting of acceptance bills, letter of guarantee and other credit businesses. The above comprehensive financing credit line and project loan are not equal to the actual financing amount of Chengdu special call, Chongqing special call and Shanghai special call. The specific financing amount will be determined according to the actual needs of its own operation.
In order to facilitate the smooth progress of comprehensive credit financing business of subsidiaries, the board of directors of the company authorizes the chairman of the board of directors to sign relevant documents, and all the legal and economic responsibilities arising therefrom shall be borne by the company. The validity period of the above authorization is 24 months, calculated from the date when the proposal is deliberated and adopted by the general meeting of shareholders of the company.
For details of this guarantee, please refer to the announcement on providing guarantee for subsidiaries' additional application for comprehensive credit (Announcement No.: 2022016) published on the information disclosure website designated by the gem of the CSRC on the same day as this announcement.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 The proposal on the compliance with relevant laws and regulations for the spin off of its subsidiary, special call New Energy Co., Ltd. to be listed on the science and Innovation Board was deliberated and adopted
Directors Yu Dexiang and Chen Zhongqiang, as affiliated directors, avoided voting on this proposal, and the other 7 directors participated in the voting. Voting results: 7 votes in favor, 0 against and 0 abstention. The proposal was adopted.
The company plans to spin off its subsidiary, special call New Energy Co., Ltd. (hereinafter referred to as "special call") to be listed on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") (hereinafter referred to as "this spin off"). In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the spin off rules, the spin off rules of listed companies (Trial) (hereinafter referred to as the "spin off rules") and other laws, regulations and normative documents, After careful self-examination and demonstration of the actual situation and relevant matters of the company, the board of Directors believes that the listing of the subsidiary of the company in this spin off is in line with the provisions of relevant laws and regulations.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 Deliberated and passed the proposal on the plan of spin off of its subsidiary Tedian new energy Co., Ltd. to be listed on the science and innovation board
The company plans to spin off its holding subsidiary and specially calls to be listed on the science and Innovation Board of Shanghai Stock Exchange. The completion of this spin off will not affect the company's control over the special call. The board of directors of the company initially drew up the split listing plan. The directors Yu Dexiang and Chen Zhongqiang, as related directors, avoided voting on this proposal, and the other seven Directors voted on the following matters one by one: 1. Listing place
Voting results: 7 votes in favor, 0 against and 0 abstention. The proposal was adopted.
The listing place of this split listing is the science and Innovation Board of Shanghai Stock Exchange.
2. Types of shares issued
Voting results: 7 votes in favor, 0 against and 0 abstention. The proposal was adopted.
3. Par value of shares
Voting results: 7 votes in favor, 0 against and 0 abstention. The proposal was adopted.
The par value of the shares issued in this split listing is 1.00 yuan per share.
4. Distribution object
Voting results: 7 votes in favor, 0 against and 0 abstention. The proposal was adopted.
The issuing objects of this split listing are inquiry objects that meet the relevant qualification requirements of the CSRC and other regulatory institutions, as well as natural persons, legal persons and other investors who have opened A-share securities accounts in the Shanghai Stock Exchange (except for buyers prohibited by national laws, regulations, rules and normative documents).
5. Time of issuance and listing
Voting results: 7 votes in favor, 0 against and 0 abstention. The proposal was adopted.
The special call will be issued at an appropriate time after the approval of the Shanghai Stock Exchange and the registration of the CSRC. The specific issuance date will be determined by the board of directors authorized by the general meeting of shareholders of the special call after the approval of the Shanghai Stock Exchange and the registration of the CSRC; After the public offering of special call shares, we will apply for the listing and trading of special call shares on the science and Innovation Board of Shanghai Stock Exchange as soon as possible.
6. Distribution mode
Voting results: 7 votes in favor, 0 against and 0 abstention. The proposal was adopted.
This split listing adopts the combination of offline placement and online capital subscription and issuance, or other issuance methods recognized by the CSRC and the Shanghai Stock Exchange.
7. Issuance scale
Voting results: 7 votes in favor, 0 against and 0 abstention. The proposal was adopted.
The number of shares issued this time shall account for no less than 10% of the total share capital after the issuance of special calls. The general meeting of Shareholders hereby authorizes the board of directors to negotiate with the lead underwriter to determine the final issuance quantity according to the requirements of relevant regulatory authorities, the actual situation of the securities market, the amount of share capital before issuance and the capital demand of the raised funds.
8. Pricing method
Voting results: 7 votes in favor, 0 against and 0 abstention. The proposal was adopted.
The issue price will be determined through inquiry from professional institutional investors such as securities companies, fund management companies, trust companies, finance companies, insurance companies, qualified foreign investors and private fund managers registered with the China Securities Association. The issuer and the lead underwriter may determine the issue price through preliminary inquiry, or determine the issue price through cumulative bidding inquiry after the initial inquiry determines the issue price range.
9. Other matters related to the issuance
Voting results: 7 votes in favor, 0 against and 0 abstention. The proposal was adopted.
The strategic placement, purpose of raised funds, underwriting method, over allotment option (if applicable) and other matters involved in this issuance will be further confirmed and adjusted according to the implementation of the listing plan of this spin off issuance, market conditions, policy adjustment and the opinions of regulatory authorities.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 Deliberated and approved the plan for the spin off of its subsidiary, special call New Energy Co., Ltd. to be listed on the science and innovation board
Directors Yu Dexiang and Chen Zhongqiang, as affiliated directors, avoided voting on this proposal, and the other 7 directors participated in the voting. Voting results: 7 votes in favor, 0 against and 0 abstention. The proposal was adopted.
The company plans to spin off its subsidiaries, and hereby calls Shanghai Stock Exchange to be listed on the science and innovation board. In accordance with the company law, securities law, spin off rules and other laws and regulations as well as the relevant provisions of normative documents, the company has prepared the Qingdao Tgood Electric Co.Ltd(300001) plan for the spin off of its subsidiaries to call New Energy Co., Ltd. to list on the science and innovation board.
For details, please refer to the Qingdao Tgood Electric Co.Ltd(300001) plan for the spin off of its subsidiaries and the listing of new energy Co., Ltd. on the science and Innovation Board published on the gem information disclosure website designated by the CSRC on the same day of this announcement.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13、 The proposal on the compliance of the spin off and listing of its subsidiary, special call New Energy Co., Ltd., with the rules for the spin off of listed companies (for Trial Implementation) was deliberated and adopted
Directors Yu Dexiang and Chen Zhongqiang, as affiliated directors, avoided voting on this proposal, and the other 7 directors participated in the voting. Voting results: 7 in favor, 0 against and 0 abstention
