Securities abbreviation: Aotecar New Energy Technology Co.Ltd(002239) securities code: Aotecar New Energy Technology Co.Ltd(002239) Announcement No.: 2022015
Aotecar New Energy Technology Co.Ltd(002239)
Notice on convening the first extraordinary general meeting of shareholders in 2022
The company and all members of the board of directors guarantee that the contents of this information disclosure are true, accurate and complete,
There are no false records, misleading statements or major omissions.
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on March 16, 2022. The relevant matters are hereby notified as follows:
1、 Basic information
(I) session of the general meeting of shareholders: Aotecar New Energy Technology Co.Ltd(002239) the first extraordinary general meeting of shareholders in 2022.
(II) convener of the general meeting of shareholders: the board of directors of the company.
(III) legality and compliance of the organization and convening procedures of the meeting: the organization and convening procedures of the general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
(IV) date and time of the meeting
On site meeting time: 14:00 on Wednesday, March 16, 2022.
Online voting time: the specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 16, 2022; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on March 16, 2022. See Annex 4 of this notice for the specific method and operation process of online voting.
(V) convening method of the meeting
The general meeting of shareholders was held by combining on-site voting and online voting. The company will use the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide online voting platform for shareholders. The same voting right of shareholders can only be selected from on-site voting or online voting. In case of repeated voting, the first voting result shall prevail.
(VI) equity registration date: Wednesday, March 9, 2022.
(VII) attendees
1. At the closing of the afternoon of the equity registration date of this meeting (March 9, 2022), all ordinary shareholders of the company registered in CSDCC Shenzhen Branch have the right to attend the general meeting of shareholders and can entrust an agent to attend the meeting and vote in writing. The agent of the shareholder does not have to be a shareholder of the company;
2. Directors, supervisors and senior managers of the company;
3. Lawyers employed by the company.
(VIII) meeting place
Conference room 9, 5th floor, office building, No. 8, mozhou East Road, Jiangning District, Nanjing, Jiangsu Province
2、 Matters considered at the meeting
(I) the following proposals will be considered at this meeting:
Proposal code proposal name
100 total proposals: all proposals except cumulative voting proposals
Cumulative voting motion
1.00 proposal on the general election of the board of directors of the company and the election of non independent directors of the sixth board of directors (6 persons shall be elected, and this item cannot be voted)
1.01 proposal on electing Zhang Yongming as a director of the sixth board of directors
1.02 proposal on electing Ding Tao as a director of the sixth board of directors
1.03 proposal on electing Zhou Jianguo as a director of the sixth board of directors
1.04 proposal on electing Zhu Guang as a director of the sixth board of directors
1.05 proposal on electing Tian Shichao as a director of the sixth board of directors
1.06 proposal on electing Tian Dan as a director of the sixth board of directors
2.00 proposal on the general election of the board of directors of the company and the election of independent directors of the sixth board of directors (3 persons shall be elected, and this item cannot be voted)
2.01 proposal on electing Xu Zhiyong as an independent director of the sixth board of directors
2.02 proposal on electing Feng Ke as an independent director of the sixth board of directors
2.03 proposal on electing Fu Shaojun as an independent director of the sixth board of directors
3.00 proposal on the general election of the board of supervisors of the company and the election of supervisors of the sixth board of supervisors (2 persons shall be elected, and this item cannot be voted)
3.01 proposal on the election of Zhao Jianyi as a supervisor of the sixth board of supervisors
3.02 proposal on electing Li Xingchen as the supervisor of the sixth board of supervisors
Non cumulative voting motion
4.00 proposal on permanently replenishing working capital with surplus raised funds after the implementation of individual raised investment projects
5.00 proposal on using the surplus raised funds for the implementation of new projects after the implementation of individual raised investment projects
6.00 proposal on changing the implementation mode of individual raised investment projects
(II) disclosure of proposals
The above proposal has been deliberated and adopted at the 37th meeting of the 5th board of directors and the 23rd Meeting of the 5th board of supervisors. Please refer to the announcement issued by the company on cninfo.com, China Securities News, securities times, Shanghai Securities News, securities daily and other media on March 1, 2022. See Annex 1 of this notice for the specific contents of the proposal.
4、 Registration method of on-site meeting
(I) registration time: March 12, 2022, from 8:30 to 17:00. (II) registration method
Shareholders may register by on-site delivery, mail or fax. The registration form of on-site participation shall be filled in for registration (see Annex 2 of this notice for details).
If the registration is handled by on-site delivery, the natural person shareholder shall submit his own shareholder account card and the identity card used to open the shareholder account card to the company. If a natural person shareholder entrusts another person to attend the meeting, in addition to the above materials, the agent shall also hold his own ID card and the power of attorney signed by the principal; If a legal person shareholder is represented at the meeting by its legal representative, it shall submit to the company the shareholder account card of the legal person, a copy of the certificate (such as business license) used to open the shareholder account card (with the official seal of the legal person) and the identity certificate of the legal representative. If the legal representative entrusts another person to attend the meeting, in addition to the above materials, the agent must also hold his own ID card and the power of attorney issued by the legal person (see Annex 3 of this notice for details).
If the registration is made by letter, mail or fax, the shareholders are requested to provide the company with copies of relevant certificates (signed or sealed by the shareholders) and the original power of attorney (if any) or its electronic version, and submit the original of relevant certificates and power of attorney (if any) when attending the meeting on site.
(III) registered address and contact information
Address: Office of Aotecar New Energy Technology Co.Ltd(002239) board of directors, 5th floor, office building, No. 8, mozhou East Road, Jiangning District, Nanjing, Jiangsu
Tel: 02552 Cssc Science & Technology Co.Ltd(600072)
Fax: 02552 Cssc Science & Technology Co.Ltd(600072)
Postal Code: 211111
Contact: Li Lipei
(IV) all expenses of shareholders who register and attend the meeting shall be borne by themselves.
It is hereby notified.
Attachment: 1 Aotecar New Energy Technology Co.Ltd(002239) proposal of the first extraordinary general meeting of shareholders in 2022;
2. Registration form of on-site participation;
3. Power of attorney;
4. Specific operation process of participating in online voting;
5. Aotecar New Energy Technology Co.Ltd(002239) the resume of the candidates of the sixth board of directors;
6. Aotecar New Energy Technology Co.Ltd(002239) the resume of candidates for supervisors of the sixth board of supervisors.
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Aotecar New Energy Technology Co.Ltd(002239) board of directors
March 1, 2022
Annex 1:
Aotecar New Energy Technology Co.Ltd(002239)
Proposal of the first extraordinary general meeting of shareholders in 2022
Please consider the following proposals:
1、 Proposal on the general election of the company’s board of directors and the election of non independent directors of the sixth board of directors
Aotecar New Energy Technology Co.Ltd(002239) the Fifth Board of directors was established on October 12, 2018. According to the articles of association, the term of the board of directors has expired. Recently, the controlling shareholders have nominated candidates for the new board of directors, so they decided to conduct the general election of the board of directors.
The controlling shareholder Beijing Tianyou Investment Co., Ltd. (hereinafter referred to as the controlling shareholder) nominated Zhang Yongming, Ding Tao, Zhou Jianguo, Tian Shichao, Zhu Guang and Tian Dan as candidates for non independent directors of the sixth board of directors of the company. Please refer to Annex 5 for the resumes of each director candidate. Shareholders are requested to consider this proposal and elect non independent directors of the sixth board of directors by cumulative voting.
2、 Proposal on the general election of the company’s board of directors and the election of independent directors of the sixth board of directors
The controlling shareholders nominated Feng Ke, Fu Shaojun and Xu Zhiyong as candidates for independent directors of the sixth board of directors of the company. Please refer to Annex 5 for the resumes of each director candidate. Shareholders are requested to consider this proposal and elect independent directors of the sixth board of directors by cumulative voting.
Among the above candidates for independent directors, Feng Ke and Xu Zhiyong are the current independent directors of the company, and their qualifications and independence have been reviewed by Shenzhen Stock Exchange. At present, Fu Shaojun has not obtained the qualification of independent directors of listed companies on Shenzhen Stock Exchange, and promises to participate in the training and obtain the qualification as soon as possible. After this notice is issued, his qualification and independence will be reviewed by Shenzhen Stock Exchange.
3、 Proposal on the general election of the company’s board of supervisors and the election of supervisors of the sixth board of supervisors
The controlling shareholders nominated Zhao Jianyi and Li Xingchen as candidates for supervisors of the sixth board of supervisors of the company. Please refer to Annex 6 for the resume of each supervisor candidate. Shareholders are requested to review the proposal and elect independent supervisors of the sixth board of supervisors by cumulative voting.
4、 Proposal on permanently replenishing working capital with surplus raised funds after the implementation of individual raised investment projects
With the approval of the reply on approving Aotecar New Energy Technology Co.Ltd(002239) non-public shares issued by China Securities Regulatory Commission (zjxk [2020] No. 3355), the company issued 111898727 ordinary shares in January 2021, with a par value of 1 yuan per share and an issue price of 3.95 yuan per share. The total amount of funds raised was 442 million yuan, after deducting the issuance expenses, The net amount of raised funds is 426481100 yuan (hereinafter referred to as the previous raised funds). The verification report of ZTZ (202007) No. 0201 issued by the partnership certified public accountants confirms that the above raised funds have been in place. The company adopts the special account storage system for the raised funds, and has signed the tripartite supervision agreement on the special account storage of raised funds and the Quartet supervision agreement on the special account storage of raised funds with the recommendation institution and the deposit bank of raised funds.
In view of the construction and implementation of the “new energy vehicle heat pump air conditioning system project” invested by the previous raised funds, which has reached the predetermined usable state, in order to meet the development needs of the company and improve the use efficiency of the raised funds, combined with the actual operation of the company, It is decided to permanently supplement the working capital with the surplus raised capital of 382975 million yuan (including the financial income of the deposit account and the interest of bank deposits, and the actual amount shall be subject to the balance of the special deposit account on the day of fund transfer out) for the daily operation and business development of the company.
The company still has outstanding temporary supplementary working capital. After the company returns the temporary supplementary flow funds on schedule, the above permanent supplementary flow can be implemented.
5、 Proposal on using the surplus raised funds for the implementation of new projects after the implementation of individual raised investment projects
In view of the construction and implementation of the ” Shanghai Pudong Development Bank Co.Ltd(600000) new energy vehicle electric compressor project with an annual output” invested by the previous raised funds, which has reached the predetermined usable state, in order to meet the development needs of the company and improve the use efficiency of the raised funds, combined with the actual operation situation of the company, It is decided to use the surplus raised fund of 1.8444 million yuan (excluding the balance of the project to be paid) after the implementation of the project for the company’s new “electric compressor project with an annual output of 1 million new energy vehicles”.
6、 Proposal on changing the implementation mode of individual raised investment projects
When planning the previous fund-raising, the company set the original investment plan of the raised investment project “15 million compressor pistons per year” (hereinafter referred to as the piston project) as 195 million yuan, and plans to invest 180 million yuan. Since the overall actual amount of the previous raised funds was much lower than the original fund-raising plan, the company adjusted the amount of the raised funds invested in the project in February 2021 and reduced the amount of the raised funds invested in the piston project from 180 million yuan to 51.87 million yuan. Due to the small amount of funds allocated, it is difficult to complete all production capacity only by raising investment funds. The company was originally prepared to make up the gap with its own funds.
After construction, the project has achieved a production capacity of 3.6 million units, and the above allocated raised funds have been basically used up. According to the analysis and reasonable prediction of the current market sales of the company’s piston compressor, the above production capacity can meet the current and future production capacity and market demand of the company’s piston compressor. At this stage, it is not necessary to continuously invest its own funds to realize the self-production scale of 15 million compressor pistons. To this end, the company plans to change the piston project to “annual output of 3.6 million compressor pistons project”, and confirms that the project has been completed, and the surplus fund of the project is 1.1243 million yuan for permanent replenishment of working capital.
The company still has outstanding temporary supplementary working capital. To be returned by the company on schedule
