Securities code: Eve Energy Co.Ltd(300014) securities abbreviation: Eve Energy Co.Ltd(300014) Announcement No.: 2022021 Eve Energy Co.Ltd(300014)
Announcement on the resolutions of the 45th meeting of the 5th 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.
Eve Energy Co.Ltd(300014) (hereinafter referred to as “the company”) Eve Energy Co.Ltd(300014) ) held the 45th meeting of the 5th board of directors by means of communication voting on March 10, 2022 in conference room Eve Energy Co.Ltd(300014) 0, No. 38, Huifeng 7th Road, Zhongkai high tech Zone, Huizhou City, Guangdong Province. The meeting was presided over by Mr. Liu Jincheng, chairman of the board. There were 7 directors who should attend the meeting and 7 actually attended. The meeting was convened in accordance with the quorum specified in the articles of association.
The meeting notice and relevant materials of this meeting were sent to all directors by mail on March 9, 2022. All directors were aware of the deliberations of this meeting and fully expressed their opinions. Members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates.
The convening and convening of the meeting shall comply with the relevant provisions of the company law of the people’s Republic of China and the articles of association. After voting, the following resolutions are formed:
1、 The proposal that the subsidiary intends to sign a contract with the Management Committee of Jingmen high tech Zone was deliberated and adopted
The company’s subsidiary Hubei Yiwei Power Co., Ltd. (hereinafter referred to as “Yiwei power”) plans to sign a contract with the Management Committee of Jingmen high tech Industrial Development Zone to invest in the construction of 20gwh square lithium iron phosphate battery production line and auxiliary facilities project and 48gwh power storage battery production line and auxiliary facilities project in Jingmen high tech Industrial Development Zone, The total investment in fixed assets of investment projects is about 12.6 billion yuan.
Voting results of this proposal: 7 in favor, 0 against and 0 abstention, which was adopted.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and voting.
2、 The proposal on repurchasing the company’s shares was deliberated and passed one by one
1. Purpose of share repurchase
Based on the recognition of the company’s internal value and confidence in the development prospect, in order to improve the company’s long-term incentive and restraint mechanism and promote the long-term and healthy development of the company, the company plans to use its own funds to repurchase some social public shares of the company in the form of centralized bidding transaction, and the repurchased shares will be used to implement employee stock ownership plan or equity incentive.
Voting results of this proposal: 7 in favor, 0 against and 0 abstention, which was adopted.
2. The repurchased shares meet the relevant conditions
The shares repurchased by the company this time meet the conditions specified in Article 10 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchases:
(1) The company’s shares have been listed for one year;
(2) The company has no major illegal acts in the last year;
(3) After repurchasing shares, the company has the ability of debt performance and sustainable operation;
(4) After repurchasing shares, the equity distribution of the company shall, in principle, meet the listing conditions; Where a company intends to terminate the listing and trading of its shares by repurchasing shares, it shall comply with relevant regulations and obtain the consent of the bourse;
(5) Other conditions stipulated by the CSRC and the bourse.
Voting results of this proposal: 7 in favor, 0 against and 0 abstention, which was adopted.
3. Method and price range of share repurchase
(1) Way of Share Repurchase: centralized bidding transaction
(2) Price range of repurchased shares: the price of repurchased shares this time shall not exceed 129.00 yuan / share (including this number), and the upper limit of the repurchased price shall not exceed 150% of the average trading price of the company’s shares 30 trading days before the board of directors deliberates and adopts the resolution of repurchased shares. The actual repurchase price will be determined by the company’s secondary market stock price, the company’s financial status and operating conditions during the implementation of the comprehensive repurchase. In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital during the period of share repurchase, the upper limit of share repurchase price shall be adjusted accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange from the date of ex right and ex interest of share price.
Voting results of this proposal: 7 in favor, 0 against and 0 abstention, which was adopted.
4. Type, purpose, total amount and quantity of repurchased shares and their proportion in the total share capital of the company
(1) Types of repurchased shares: RMB ordinary shares (A shares) issued by the company
(2) Purpose of Share Repurchase: to implement employee stock ownership plan or equity incentive. If the company fails to use up the repurchased shares within 36 months after the completion of share repurchase, the unused repurchased shares will be cancelled. If the state makes adjustments to relevant policies, the repurchase plan shall be implemented according to the adjusted policies.
(3) Total funds for share repurchases: no less than RMB 150 million and no more than RMB 300 million (both inclusive). The specific total funds for share repurchases shall be subject to the total funds actually used.
(4) The number of repurchased shares and its proportion in the total share capital of the company: calculated according to the upper limit of the price of repurchased shares of 129.00 yuan / share and the lower limit of the amount of repurchased shares of 150 million yuan, the number of repurchased shares is expected to be about 1162790 shares, accounting for 0.06% of the current total share capital of the company; According to the upper limit of share repurchase price of 129.00 yuan / share and the upper limit of repurchase amount of 300 million yuan, the number of shares repurchased is expected to be about 2325581 shares, accounting for 0.12% of the current total share capital of the company.
The specific number of shares repurchased and its proportion in the total share capital of the company shall be subject to the actual number of shares repurchased and its proportion in the total share capital of the company. In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital during the period of share repurchase, the upper limit and quantity of share repurchase price shall be adjusted accordingly from the date of ex right and ex interest of share price.
Voting results of this proposal: 7 in favor, 0 against and 0 abstention, which was adopted.
5. Source of funds for share repurchase
The source of funds for this share repurchase is self owned funds.
Voting results of this proposal: 7 in favor, 0 against and 0 abstention, which was adopted.
6. Implementation period of share repurchase
(1) The implementation period of this share repurchase shall not exceed 12 months from the date when the company’s board of directors deliberates and approves the share repurchase plan. If the following conditions are met, the repurchase period will expire in advance:
① Within the repurchase period, if the use amount of repurchase funds reaches the maximum limit, the implementation of the repurchase plan is completed, that is, the repurchase period expires in advance from that date;
② If the board of directors of the company decides to terminate the repurchase plan, the repurchase period shall expire in advance from the date when the board of directors decides to terminate the repurchase plan.
(2) The company shall not repurchase its shares during the following periods:
① If the announcement date is delayed due to special reasons within 10 trading days before the announcement of the company’s annual report and semi annual report, it shall be calculated from the 10 trading days before the original scheduled announcement date;
② Within ten trading days before the announcement of the company’s quarterly report, performance forecast and performance express;
③ From the date of occurrence of major events that may have a significant impact on the trading price of the company’s shares or in the process of decision-making to the date of disclosure according to law;
④ Other circumstances prescribed by the CSRC.
(3) The company’s share repurchase shall meet the following requirements:
① The entrustment price shall not be the price limited by the trading increase of the company’s shares on the same day;
② No entrustment of share repurchase shall be made within the opening call auction of the exchange, half an hour before the closing and within the trading day when the stock price has no limit on rise or fall;
③ Other requirements stipulated by the CSRC and the exchange.
According to the authorization of the board of directors, the company will choose the opportunity to make the repurchase decision and implement it according to the market conditions within the repurchase period.
Voting results of this proposal: 7 in favor, 0 against and 0 abstention, which was adopted.
7. Specific authorization for handling the share repurchase
In accordance with the company law, the articles of association and other relevant provisions, the repurchase matter needs to be resolved at the meeting of the board of directors attended by more than two-thirds of the directors and does not need to be submitted to the general meeting of shareholders for deliberation. In order to ensure the smooth implementation of this share repurchase, the board of directors authorized the management of the company to handle matters related to this share repurchase within the scope of laws and regulations and in accordance with the principle of safeguarding the interests of the company and shareholders to the greatest extent. The authorized contents and scope include but are not limited to:
(1) To the extent permitted by laws and regulations, formulate and implement the specific plan of this share repurchase according to the specific conditions of the company and the market, including choosing the opportunity to repurchase shares according to the actual situation, and determining the specific repurchase time, price and quantity;
(2) If the laws and regulations and the securities regulatory authorities have new provisions on the share repurchase policy, or the market situation changes, in addition to the matters that must be reconsidered by the board of directors according to the relevant laws and regulations, the requirements of the regulatory authorities or the articles of association, in accordance with the relevant laws and regulations, the requirements of the regulatory authorities and in combination with the market situation and the actual situation of the company, Adjust the repurchase plan and continue to handle matters related to share repurchase;
(3) Handle relevant approval matters, including but not limited to authorizing, signing, executing, modifying and completing all necessary documents, contracts, agreements and contracts related to this share repurchase;
(4) Establish a special securities account for repurchase and handle other related businesses;
(5) Handle other matters not listed above but necessary for this share repurchase.
The above authorization starts from the date when the company’s board of directors deliberates and approves the share repurchase plan to the date when the above authorization matters are completed.
Voting results of this proposal: 7 in favor, 0 against and 0 abstention, which was adopted.
The independent directors of the company have expressed their independent opinions on this proposal. For details, see the relevant announcement disclosed by the company on the gem information disclosure website cninfo on the same day.
3、 The proposal on the ninth employee stock ownership plan (Draft) was deliberated and adopted
For details, see the ninth employee stock ownership plan (Draft) disclosed by the company on the gem information disclosure website cninfo on the same day.
The independent directors of the company expressed independent opinions on the matter. For details, see the relevant announcement disclosed by the company on the gem information disclosure website cninfo on the same day.
Voting results of this proposal: 7 in favor, 0 against and 0 abstention, which was adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the ninth employee stock ownership plan was deliberated and adopted
In order to ensure the smooth implementation of the ninth employee stock ownership plan (hereinafter referred to as the “Employee Stock Ownership Plan”), the board of directors requests the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan, including but not limited to the following matters:
(1) Draft and modify the employee stock ownership plan;
(2) Authorize the board of directors to handle the establishment, implementation, change and termination of each employee stock ownership plan;
(3) Authorize the board of directors to make decisions on the extension and early termination of the duration of each employee stock ownership plan;
(4) Draft and sign contracts and agreement documents related to the employee stock ownership plan;
(5) After the ESOP is reviewed and approved by the general meeting of shareholders, if there are changes in relevant laws, regulations and policies within the implementation period, the board of directors of the company shall be authorized to make corresponding adjustments to the ESOP according to the new policies;
(6) Authorize the board of directors to handle other necessary matters required by the employee stock ownership plan, except for the rights to be exercised by the general meeting of shareholders as specified in relevant documents.
Voting results of this proposal: 7 in favor, 0 against and 0 abstention, which was adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 The proposal on related party transactions was deliberated and adopted
Huizhou Yiwei Power Battery Co., Ltd., a subsidiary of the company, plans to sign a house lease contract with Guangdong Yiding New Energy Automobile Co., Ltd. (hereinafter referred to as “Yiding new energy”), a subsidiary of Tibet Yiwei Holding Co., Ltd., the controlling shareholder, to rent Yiding new energy’s own office building located in plot zkd-005-02, Sanhe Village, Tonghu Town, Zhongkai high tech Zone, Huizhou City, Used for power battery office. The above related party transaction related agreements will be signed after the company performs the relevant approval procedures. The independent directors of the company have approved the proposal in advance and expressed their independent opinions. The sponsor Citic Securities Company Limited(600030) has carefully verified the proposal and issued no objection verification opinions. For details, see the relevant announcement disclosed by the company on the gem information disclosure website cninfo on the same day.
Mr. Liu Jincheng, a related director, avoided voting on this proposal.
Voting results of this proposal: 6 in favor, 0 against and 0 abstention, which was adopted.
6、 The proposal on applying for bank comprehensive credit line was deliberated and adopted
In order to meet the production and operation needs of the company, the company is approved to apply for a comprehensive credit line of no more than RMB 400 million from China Construction Bank Corporation(601939) and its subordinate institutions at all levels; Apply to Bank Of China Limited(601988) Huizhou Branch for a comprehensive credit line not exceeding RMB 250 million; Apply to China Merchants Bank Co.Ltd(600036) Huizhou Branch for a comprehensive credit line of no more than RMB 2 million; Apply to China Minsheng Banking Corp.Ltd(600016) Huizhou Branch for a comprehensive credit line of no more than RMB 2 million; Apply to Industrial And Commercial Bank Of China Limited(601398) Huizhou Zhongkai high tech Zone sub branch for a comprehensive credit line of no more than 150 million yuan; Apply to Industrial Bank Co.Ltd(601166) Huizhou Branch for a comprehensive credit line of no more than 150 million yuan; Apply to Shanghai Pudong Development Bank Co.Ltd(600000) Huizhou Branch for a comprehensive credit line of no more than 150 million yuan; Apply to China Citic Bank Corporation Limited(601998) Huizhou Branch for a comprehensive credit line not exceeding 150 million yuan; Apply to Huizhou Branch of Guangdong Development Bank Co., Ltd. for no more than RMB 1 million
