Securities code: 002997 securities abbreviation: Rayhoo Motor Dies Co.Ltd(002997) Announcement No.: 2021-100 Rayhoo Motor Dies Co.Ltd(002997)
Announcement of the resolution of the 25th 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.
1、 Convening of board meeting
Rayhoo Motor Dies Co.Ltd(002997) (hereinafter referred to as “the company”) ）The 25th meeting of the second board of directors was held on December 29, 2021 by combining on-site and communication voting. The notice of the meeting was sent to all directors by hand or mail on December 24, 2021. The meeting was convened and presided over by Mr. Chai Zhen, chairman of the company. 9 directors should attend the meeting, 9 directors actually attended the meeting, and some supervisors and senior executives attended the meeting as nonvoting delegates. The notice, convening and convening of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and the Rayhoo Motor Dies Co.Ltd(002997) articles of association, and are legal and effective.
2、 Deliberations of the board meeting
1. The proposal on changing the board of directors and electing non independent directors of the third board of directors of the company was deliberated and adopted
The board of directors nominated Mr. Chai Zhen, Mr. Li Lizhong, Mr. Yang benhong, Mr. Wu Chunsheng, Mr. Pang Xianwei and Mr. Luo Haibao as candidates for non independent directors of the third board of directors of the company. The independent directors of the company have expressed their independent opinions on the proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
For details, see the announcement on the general election of the board of directors disclosed by the company on the designated information disclosure media and cninfo.com.cn on the same day.
2. The proposal on changing the board of directors of the company and electing independent directors of the third board of directors of the company was deliberated and adopted
The board of directors nominated Mr. Chen Yingzhi, Ms. Wang Huixia and Mr. Zhang Dalin as candidates for independent directors of the third board of directors of the company. The independent directors of the company have expressed their independent opinions on the proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
For details, see the announcement on the general election of the board of directors disclosed by the company on the designated information disclosure media and cninfo.com.cn on the same day.
3. The proposal on the allowance of external directors (including independent directors) of the board of directors of the company was deliberated and adopted
The independent directors of the company have expressed their independent opinions on the proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the announcement on the allowance standard for external directors (including independent directors) and external supervisors disclosed by the company on the designated information disclosure media and cninfo.com.cn on the same day.
4. The proposal on the application for credit line and guarantee from the bank by the company and its holding subsidiaries in 2022 was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
For details, see the announcement on the company and its holding subsidiaries applying for credit line and guarantee from banks in 2022 disclosed by the company on the designated information disclosure media and cninfo.com.cn on the same day.
5. The proposal on the prediction of daily connected transactions in 2022 was deliberated and adopted
After deliberation, the board of directors unanimously agreed that the estimated amount of daily connected transactions of the company in 2022 is a reasonable prediction made in advance according to the actual transactions in the daily production and operation process of the company, which will not have a significant adverse impact on the current and future financial status and operating results of the company, and will not form the possibility of relying on or being controlled by connected persons due to such connected transactions. The daily connected transactions in 2022 are expected to follow the market transaction principle of “openness, fairness and impartiality”, and there is no damage to the interests of the company and non connected shareholders. The independent directors of the company expressed their prior approval opinions and agreed independent opinions, and the sponsor Anxin Securities Co., Ltd. issued verification opinions.
Voting results: 6 in favor, 0 against and 0 abstention. Related directors Mr. Chai Zhen, Mr. Li Lizhong and Mr. Wu Chunsheng abstained from voting.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
For details, see the announcement on the forecast of daily connected transactions in 2022 disclosed by the company on the designated information disclosure media and cninfo.com.cn on the same day
6. The proposal on using idle self owned funds for cash management was deliberated and adopted
After deliberation, it is agreed that the company will use idle self owned funds of no more than 200 million yuan for cash management. The independent directors of the company have expressed clear consent to the proposal, and the sponsor Anxin Securities Co., Ltd. has issued verification opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the announcement on cash management with idle self owned funds disclosed by the company on the designated information disclosure media and cninfo.com.cn on the same day. 7. The proposal on foreign investment and related party transactions was deliberated and adopted
Independent directors have expressed their prior approval opinions and agreed independent opinions on this proposal. The sponsor Anxin Securities Co., Ltd. issued verification opinions.
Voting results: 8 in favor, 0 against and 0 abstention. Related director Li Lizhong needs to avoid voting. See the announcement on foreign investment and related party transactions disclosed by the company on the same day on the designated information disclosure media and cninfo.com.cn.
8. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was reviewed and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
See the notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed by the company on the designated information disclosure media and cninfo.com.cn on the same day. III. documents for future reference
1. Resolutions of the 25th meeting of the second board of directors of the company;
2. Prior approval opinions of independent directors on matters related to the 25th meeting of the second board of directors; 3. Independent opinions of independent directors on matters related to the 25th meeting of the second board of directors;
4. Verification opinions of Anxin Securities Co., Ltd. on the forecast of daily connected transactions in Rayhoo Motor Dies Co.Ltd(002997) 2022;
5. Verification opinions of Anxin Securities Co., Ltd. Rayhoo Motor Dies Co.Ltd(002997) on cash management with idle self owned funds;
6. Verification opinions of Anxin Securities Co., Ltd. Rayhoo Motor Dies Co.Ltd(002997) on foreign investment and related party transactions.
It is hereby announced.
Rayhoo Motor Dies Co.Ltd(002997)
Board of directors
December 30, 2021
