Securities abbreviation: Aotecar New Energy Technology Co.Ltd(002239) securities code: Aotecar New Energy Technology Co.Ltd(002239) Announcement No.: 2022011
Aotecar New Energy Technology Co.Ltd(002239)
Announcement on the resolution of the 37th meeting of the 5th board of directors
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 37th meeting of the 5th board of directors of the company was held by on-site (Nanjing) and communication on February 28, 2022. The notice of the meeting was sent to all directors by e-mail on February 23.
The meeting was presided over by Mr. Zhang Yongming, chairman of the board. There were 9 directors who should attend the meeting, 9 directors who actually attended the meeting, and some senior managers of the company attended the meeting as nonvoting delegates. The number of directors attending the meeting and the convening procedures comply with the relevant provisions of the company law, the articles of association and other laws and regulations. Rao Bingxiao, Liu Dewang, Zhang Guangyao, Guo ye, Feng Ke and Xu Zhiyong attended the meeting by means of communication.
After discussion, the directors attending the meeting considered and adopted the following proposals by open ballot: I. proposal on the change of the Fifth Board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
The Fifth Board of directors of the company has expired and will be replaced. The sixth board of directors is proposed to be composed of 9 directors, including 3 independent directors. According to the nomination of the controlling shareholders, the candidates for the sixth board of directors are Zhang Yongming, Ding Tao, Zhou Jianguo, Tian Shichao, Zhu Guang, Tian Dan, Feng Ke, Fu Shaojun and Xu Zhiyong, among which Feng Ke, Fu Shaojun and Xu Zhiyong are independent director candidates. Please see the attachment for the candidate’s resume.
The independent directors expressed their independent opinions on this matter.
New directors shall be submitted to the shareholders’ meeting for election.
2、 Proposal on permanently replenishing working capital with surplus raised funds after the implementation of individual raised investment projects
Voting results: 9 in favor, 0 against and 0 abstention.
The board of directors agrees that the company will 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 on bank deposits, and the actual amount shall be subject to the balance of the special deposit account on the day of fund transfer out) after the construction and implementation of the raised investment project “new energy vehicle heat pump air conditioning system project”. The above permanent replenishment will be implemented after the company returns the initial temporary replenishment funds on schedule.
In response to this matter, the independent directors expressed their agreed independent opinions, and the recommendation institution issued corresponding verification opinions.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
3、 Proposal on using the surplus raised funds for the implementation of new projects after the implementation of individual raised investment projects
Voting results: 9 in favor, 0 against and 0 abstention.
The board of directors agreed that the company would use the surplus raised fund of 1.8444 million yuan (excluding the balance of the project contract to be paid) after the completion of the construction and implementation of the raised investment project ” Shanghai Pudong Development Bank Co.Ltd(600000) new energy vehicle electric compressor project” for the company’s new “1 million new energy vehicle electric compressor project”.
In response to this matter, the independent directors expressed their agreed independent opinions, and the recommendation institution issued corresponding verification opinions.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
4、 Proposal on changing the implementation mode of individual raised investment projects
Voting results: 9 in favor, 0 against and 0 abstention.
The board of directors agreed that the company would change the raised investment project “annual output of 15 million compressor pistons project” to “annual output of 3.6 million compressor pistons project”, and confirmed that the project has been completed, and the project surplus fund of 1.1243 million yuan (excluding the balance of the project contract to be paid) will be used to permanently supplement the working capital. The above permanent replenishment will be implemented after the company returns the initial temporary replenishment funds on schedule.
In response to this matter, the independent directors expressed their agreed independent opinions, and the recommendation institution issued corresponding verification opinions.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
5、 Voting results of the proposal on the company’s use of some idle raised funds to temporarily supplement working capital: 9 votes in favor, 0 votes against and 0 abstention.
The board of directors agrees that the company will temporarily replenish the working capital with the idle raised capital of the raised investment project “Central Research Institute Project” of no more than 23 million yuan, and the service life shall not exceed 12 months from the date when the company returns the initial temporary replenishment capital on schedule.
In response to this matter, the independent directors expressed their agreed independent opinions, and the recommendation institution issued corresponding verification opinions.
6、 Proposal on providing performance guarantee for the wholly-owned subsidiary Nanjing Aotecar New Energy Technology Co.Ltd(002239) New Energy Technology Co., Ltd. engaged in the business of relevant customers
Voting results: 9 in favor, 0 against and 0 abstention.
The board of directors agreed to provide a performance guarantee of RMB 100 million for the wholly-owned subsidiary Nanjing Aotecar New Energy Technology Co.Ltd(002239) New Energy Technology Co., Ltd. to engage in relevant customer business. The performance guarantee amount is only the performance guarantee for the potential compensation, compensation and other obligations that may arise in the process of performing the supply contract with the customer, and will not actually increase the debt level and ratio of the company.
In response to this matter, the independent directors expressed their agreed independent opinions.
7、 Proposal on convening the first extraordinary general meeting of shareholders in 2022
Voting results: 9 in favor, 0 against and 0 abstention.
The board of directors agreed to convene the first extraordinary general meeting of shareholders in 2022 on March 16, 2022 to consider relevant matters.
It is hereby announced.
Attachment: resume of candidates for the 6th board of directors of the company.
Documents for future reference: resolutions of the 37th meeting of the 5th board of directors.
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Aotecar New Energy Technology Co.Ltd(002239) board of directors
March 1, 2022
enclosure:
Resume of candidates for the 6th board of directors
1. Zhang Yongming, male, born in March 1972, Chinese nationality, doctor of management, master of Business Administration of China Europe International Business School. He has successively served as the director of Beijing xingjunshi Trading Co., Ltd., deputy general manager of Beijing Dongfang Yongjia Financial Consulting Co., Ltd., chairman of Beijing Kaiming Zhida Technology Co., Ltd., director and general manager of the third board of directors, chairman of the Fourth Board of directors, Guanhao Biotech Co.Ltd(300238) chairman, chairman of Beijing Tianyou Investment Co., Ltd Executive director of Nanjing Aotecar New Energy Technology Co.Ltd(002239) Xiangyun refrigerator Co., Ltd., executive partner of Beijing Century Tianfu venture capital center (limited partnership), executive director of Guangdong Yongming New Energy Technology Co., Ltd., executive director of Jiangsu Tianyou Jingan Investment Co., Ltd., executive director of Beijing Changjiang Xingye Asset Management Co., Ltd., executive director of Beijing Tianyou Xingye Investment Co., Ltd, Executive director and Guanhao Biotech Co.Ltd(300238) chairman of Guangzhou yongjinyuan Investment Co., Ltd.
He is currently the chairman of the company. 2. Ding Tao, male, born in October 1976, Chinese nationality, with permanent residency in Canada, master’s degree and MBA. He has successively served as engineer of Shanghai Automotive Group, sales manager of JVC (China) Investment Co., Ltd., manager and operation director of Canadian online sales company, manager and director of Kearney Enterprise Consulting Co., Ltd., and strategic director of Daimler Chrysler (China) Investment Co., Ltd. He has successively served as the director and deputy general manager of the company since 2015. He is currently the vice chairman and general manager of the company. 3. Zhou Jianguo, male, born in May 1969, Chinese nationality, CPC member, master of engineering, researcher level senior engineer. He has successively served as deputy general manager, Secretary of the general Party branch and general manager of Nanfang Yingte Air Conditioning Co., Ltd., chairman of Hunan Tyen Machinery Co.Ltd(600698) board, executive deputy general manager of the company and general manager of Nanjing Aotecar New Energy Technology Co.Ltd(002239) New Energy Technology Co., Ltd. He is currently the director and executive deputy general manager of the company.
4. Tian Shichao, male, born in January 1971, Chinese nationality. Graduated from the school of electrical engineering, Hefei University of technology in July 1992, senior engineer, master’s degree. From July 1992 to May 1995, worked as a technician in Nanjing Aerosun Corporation(600501) group; From June 1995 to August 2001, he worked as the project director and engineer of (Philips) Huafei color display system Co., Ltd. From August 2001 to now, he has successively served as manager of equipment department, manager of production department and assistant to general manager of Nanjing Aotecar New Energy Technology Co.Ltd(002239) New Energy Technology Co., Ltd. and now he is the general manager of Nanjing Aotecar New Energy Technology Co.Ltd(002239) New Energy Technology Co., Ltd. and the chief supervisor of the company. 5. Zhu Guang, male, born in 1982, Chinese nationality, member of China Zhi Gong Dang, without permanent residency abroad. He graduated from the University of Birmingham with a master’s degree. He is a royal chartered accountant (ACA), a senior Chartered Certified Public Accountant (FCCA) and a Canadian chartered professional accountant (CPA Canada). Mr. Zhu Guang once worked as an analyst of Bank Of China Limited(601988) (UK) Co., Ltd., a senior accountant of Ernst & Young (China) Enterprise Consulting Co., Ltd., successively served as the financial director of Lovol Arbos Group Co., Ltd., the financial director, board secretary and general manager of Foton German construction Machinery Co., Ltd., the Deputy financial director of Beiqi Foton Motor Co.Ltd(600166) and the financial director of LOVOL Heavy Machinery Co., Ltd Chief financial officer of Nanjing Aotecar New Energy Technology Co.Ltd(002239) New Energy Technology Co., Ltd. He is currently the deputy general manager and chief financial officer of the company. 6. Tian Dan, female, born in 1985, Chinese nationality, major in financial management, University of international business and economics, Chinese certified public accountant (non practicing member). From September 2008 to March 2015, he worked in PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the audit manager. From March 2015 to now, he has worked in Beijing Tianyou Investment Co., Ltd. as investment director. Concurrently serve as supervisor of Shandong Jintai Biological Pharmaceutical Co., Ltd., supervisor of Shanghai Yishengyuan Pharmaceutical Co., Ltd., and Guanhao Biotech Co.Ltd(300238) supervisor. 7. Feng Ke, male, born in July 1971, PhD in theoretical economics, School of economics, Peking University, and postdoctoral in Applied Economics, Guanghua School of management, Peking University. He is currently the director of the Research Center for finance and industrial development of Peking University, professor and master supervisor of the Department of finance of the school of economics of Peking University,
Doctoral supervisor. From November 2002 to January 2006, he served as the assistant general manager of Jinying Fund Management Co., Ltd. and the general manager of Beijing Branch; From January 2006 to January 2009, he engaged in two-stop post doctoral research in the school of economics of Peking University; From January 2009 to January 2010, he served as an associate professor in the school of software and microelectronics of Peking University; Since January 2010, he has served as an associate professor and professor in the school of economics of Peking University. 8. Fu Shaojun, male, born in November 1974, Chinese nationality, member of the Communist Party of China, graduated from the school of international relations of Peking University and doctor of law of the Party School of the CPC Central Committee. He is one of the first judges of the Supreme Court. He once served in the Supreme People’s court and was appointed as a judge at the 29th meeting of the Standing Committee of the 12th National People’s Congress on September 1, 2017. He once worked in Huida asset custody Co., Ltd. (a wholly state-owned financial institution) and served as the general manager of the office of the board of directors and the legal affairs department. 9. Xu Zhiyong, male, born in June 1971, Chinese nationality, without overseas permanent residency. He graduated from Central South University with a doctorate in management science and engineering. He is a senior accountant and an international certified management consultant (CMC). Mr. Xu Zhiyong has successively worked in Wuhan Electric Appliance Group Co., Ltd., Wuhan CITIC Group Co., Ltd. and Beijing Zhongcai Strategic Management Consulting Co., Ltd. he is now an associate professor of Hubei Institute of economics and an independent director of the company.
