Securities code: 300001 securities abbreviation: Qingdao Tgood Electric Co.Ltd(300001) Announcement No.: 2021-096 Qingdao Tgood Electric Co.Ltd(300001)
Announcement on resolutions of the 33rd meeting of the 4th 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 33rd meeting of the 4th 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 December 30, 2021 in the conference room of Qingdao Tgood Electric Co.Ltd(300001) office building, 336 Songling Road, Laoshan District, Qingdao by means of communication and on-site voting. The meeting should have 8 directors and 8 actual directors, meeting the quorum specified in the articles of association. The notice of the meeting was sent by communication or written service on December 25, 2021. The notice and convening of the meeting comply with the provisions of the company law and the articles of association. The meeting was presided over by Mr. Yu Dexiang, chairman of the company. After careful deliberation, the attending directors formed the following resolutions:
1、 The proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the Fifth Board of directors was deliberated and adopted
Since the term of office of the Fourth Board of directors of the company expires on December 29, 2021, in order to successfully complete the general election of the new board of directors, the board of directors of the company nominated Mr. Yu Dexiang, Mr. Chen Zhongqiang, Mr. Song Guofeng Mr. Li Jun, Mr. Zhou Jun and Ms. Chang Meihua are candidates for non independent directors of the 5th board of directors of the company (the profile of each non independent director candidate is attached).
The term of office of non independent directors of the Fifth Board of directors of the company shall be three years from the date of deliberation and approval at the first meeting of the Fifth Board of directors of the company. In order to ensure the normal operation of the board of directors, before the non independent directors of the new board of directors take office, the non independent directors of the Fourth Board of directors of the company will continue to faithfully and diligently perform their duties and responsibilities in accordance with laws, administrative regulations, normative documents and the articles of association.
The directors present at the meeting voted on the above candidates one by one, and the voting results are as follows:
(1) Mr. Yu Dexiang is approved as a candidate for non independent director of the 5th board of directors of the company.
Voting results: 8 in favor, 0 against and 0 abstention.
(2) Mr. Chen Zhongqiang is approved as a candidate for non independent director of the 5th board of directors of the company.
Voting results: 8 in favor, 0 against and 0 abstention.
(3) Agree that Mr. Song Guofeng is a candidate for non independent director of the 5th board of directors of the company.
Voting results: 8 in favor, 0 against and 0 abstention.
(4) Mr. Li Jun is approved as a candidate for non independent director of the 5th board of directors of the company.
Voting results: 8 in favor, 0 against and 0 abstention.
(5) Mr. Zhou Jun is approved as a candidate for non independent director of the 5th board of directors of the company.
Voting results: 8 in favor, 0 against and 0 abstention.
(6) Ms. Chang Meihua is approved as a candidate for non independent director of the 5th board of directors of the company.
Voting results: 0 votes, 8 abstentions.
The independent directors of the company have expressed independent opinions on this proposal, considered that the nomination procedures and qualifications of candidates for non independent directors of the Fifth Board of directors of the company comply with the relevant provisions of the company law and the articles of association, and agreed to the nomination of the nomination committee of the board of directors.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting system shall be adopted to vote the candidates of non independent directors.
2、 The proposal on the general election of the board of directors and the nomination of independent director candidates for the Fifth Board of directors was deliberated and adopted
Since the term of office of the Fourth Board of directors of the company expires on December 29, 2021, in order to successfully complete the general election of the new board of directors, the board of directors of the company nominated Mr. Wang Zhuquan, Mr. Chang Xin Mr. Sun Yuliang is an independent director candidate of the 5th board of directors of the company (a brief introduction of each independent director candidate is attached).
The term of office of independent directors of the Fifth Board of directors of the company shall be three years from the date of deliberation and approval at the first meeting of the Fifth Board of directors of the company. In order to ensure the normal operation of the board of directors, before the new board of directors takes office, the independent directors of the Fourth Board of directors of the company will continue to faithfully and diligently perform their duties and responsibilities in accordance with laws, administrative regulations, normative documents and the articles of association. Candidates for independent directors shall be reported to Shenzhen stock exchange for filing and review, and can be submitted to the general meeting of shareholders of the company for deliberation only after there is no objection.
(1) Mr. Wang Zhuquan is approved as the candidate for independent director of the 5th board of directors of the company.
Voting results: 8 in favor, 0 against and 0 abstention.
(2) Mr. Chang Xin is approved to be the candidate for independent director of the 5th board of directors of the company.
Voting results: 8 in favor, 0 against and 0 abstention.
(3) Mr. Sun Yuliang is approved to be the candidate for independent director of the 5th board of directors of the company.
Voting results: 8 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed independent opinions on this proposal, considered that the nomination procedures and qualifications of independent director candidates of the Fifth Board of directors of the company comply with the relevant provisions of the company law and the articles of association, and agreed to the nomination of the nomination committee of the board of directors.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting system shall be adopted to vote for the candidates of independent directors.
3、 The proposal on the application for comprehensive credit and provision of guarantee by the company and its subsidiaries was reviewed and adopted. The voting results were: 8 votes in favor, 0 against and 0 abstention. The proposal has been approved by more than two-thirds of the directors of the company and more than two-thirds of the independent directors, and the proposal has been voted on.
In order to meet the possible financial business needs of the company and its subsidiaries in the process of production and operation, the company and its subsidiaries intend to apply to banks and other financial institutions for a comprehensive financing credit line with a cumulative total amount of no more than RMB 12.7 billion (or equivalent foreign currency) (the final credit line shall be subject to the actually approved credit line), And provide guarantee for the comprehensive financing credit line and project loan of no more than RMB 63121.1 million (including the guarantee provided by the company and its subsidiaries for itself, mutual guarantee between the company and its subsidiaries, and mutual guarantee between its subsidiaries). The above comprehensive financing credit line can be recycled within the credit term and is mainly used for bank loans, opening and discounting of acceptance bills, letter of guarantee and other credit businesses.
In order to facilitate the smooth progress of the comprehensive credit financing business of the company and its subsidiaries, the board of directors of the company requests the general meeting of shareholders to authorize the chairman of the company or the personnel authorized by the chairman to sign the relevant legal documents within the above comprehensive credit line and guarantee line, and all the legal and economic responsibilities arising therefrom shall be borne by the company.
For details of this event, see the announcement on the application for comprehensive credit and provision of guarantee by the company and its subsidiaries (Announcement No.: 2021-097) published on the gem designated information disclosure website of the CSRC on the same day as this announcement.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
Voting results: 8 votes in favor, 0 against and 0 abstention. The proposal was adopted.
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 at the meeting room of the company at No. 336, Songling Road, Laoshan District, Qingdao at 14:30 on January 17, 2022. This meeting also provides online voting, For details, please refer to the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2021-098) published on the gem designated information disclosure website of CSRC on the same day as this announcement.
It is hereby announced.
Qingdao Tgood Electric Co.Ltd(300001) board of directors
December 31, 2021
enclosure:
Resume of candidates for the 5th board of directors
1. Mr. Yu Dexiang, a candidate for non independent directors, was born in 1965, Chinese nationality, has no permanent right of residence abroad, and is a member of the Communist Party of China. He graduated from North China Electric Power University with a doctor's degree, EMBA of Tsinghua University, senior engineer, President of Qingdao listed company association, vice chairman of Qingdao Federation of industry and commerce, and deputy to Shandong Provincial People's Congress. He once served as deputy director of Hebei electric power equipment factory and general manager of technology development company of Hebei electric power company. At present, he is mainly the chairman and general manager of Qingdao Derui Investment Co., Ltd., the chairman of special call New Energy Co., Ltd., the executive director of Qingdao Qingdao Tgood Electric Co.Ltd(300001) Design Institute Co., Ltd., the chairman and general manager of Qingdao Derui Sunshine New Energy Technology Co., Ltd., the executive director of Qingdao Qingdao Tgood Electric Co.Ltd(300001) high voltage equipment Co., Ltd., and the director of Guangxi CLP new energy electric Co., Ltd, Director of Liaoning Electric Energy Development Co., Ltd., executive partner of Qingdao telaiyuan investment partnership (limited partnership), and chairman of the Fourth Board of directors of the company.
As of the announcement date, Mr. Yu Dexiang directly held 13119434 shares of the company, accounting for 1.26% of the total share capital of the company; Mr. Yu Dexiang contributed 53.29% to Qingdao Derui Investment Co., Ltd., the largest shareholder of the company, and served as the legal representative and chairman of Qingdao Derui Investment Co., Ltd. he is the actual controller of the company, has no relationship with other directors, supervisors and senior managers of the company, and has not been punished by CSRC and other relevant departments and stock exchanges, There are no circumstances specified in article 3.2.3 of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, and there are no circumstances as dishonest Executees. Their qualifications meet the relevant provisions of the company law and the articles of association.
2. Non independent director candidate Mr. Chen Zhongqiang, born in 1973, Chinese nationality, without permanent overseas residency. Graduated from Hebei College of mechanical and electrical engineering with a technical secondary school degree. He used to be the deputy director of the electrical branch of Hebei Power Equipment Factory. At present, he is mainly a director of Qingdao Derui Investment Co., Ltd., a director and senior deputy general manager of teday new energy Co., Ltd., the chairman of Chengdu teday new energy Co., Ltd., the manager of Xi'an teday Intelligent Charging Technology Co., Ltd., a director of Nanjing Derui Energy Research Institute Co., Ltd., and the chairman of Tangshan supply and marketing teday new energy Co., Ltd, Chairman of Shijiazhuang TEDA new energy Co., Ltd., chairman of Zhangjiakou Jianfa TEDA new energy Co., Ltd., director of Xi'an TEDA lingchong New Energy Technology Co., Ltd., and director of the Fourth Board of directors of the company.
As of the announcement date, Mr. Chen Zhongqiang did not directly hold the company's shares, contributed 6.97% to Qingdao Derui Investment Co., Ltd., the largest shareholder of the company, and served as a director of Qingdao Derui Investment Co., Ltd., which has no relationship with the actual controller, other directors, supervisors and senior managers of the company, He has not been punished by China Securities Regulatory Commission and other relevant departments or the stock exchange, nor has he been under the circumstances specified in article 3.2.3 of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, nor has he been executed as a dishonest person, and his qualification meets the relevant provisions of the company law and the articles of association.
3. Mr. Song Guofeng, a candidate for non independent directors, was born in 1972, Chinese nationality, has no permanent right of residence abroad, and is a member of the Communist Party of China. Graduated from Shanghai Railway Institute with a master's degree. Once worked in Jinan Railway Bureau, engaged in technology and management. Currently, he is the chairman of Guangxi Zhongdian Xinyuan Electric Co., Ltd., the executive director of Xi'an Qingdao Tgood Electric Co.Ltd(300001) High Voltage Electric Appliance Co., Ltd., the chairman of Qingdao tewenduoneng Ecological Technology Co., Ltd., the chairman of Henan teweng New Energy Technology Co., Ltd., the chairman of Henan Qingdao Tgood Electric Co.Ltd(300001) Energy Technology Co., Ltd., and the director of Shanxi Jinneng Power Technology Co., Ltd, Director of Leshan yilade Power Grid Automation Co., Ltd., director of Changchun Hepu electric energy storage Co., Ltd., director of Liaoning Electric Energy Development Co., Ltd., director of Shanxi Jinyuan Electric Power Chemical Cleaning Center Co., Ltd., director of Liaoyuan Hepu thermal electric energy storage Co., Ltd., director of Dandong Hepu thermal electric energy storage Co., Ltd., and director of Shandong qiweite Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd, Director of Ningxia guanrui Seed Technology Co., Ltd., director of Shandong tus warm Ecological Technology Co., Ltd., director of tiaobingshan Hepu thermal and electric energy storage Co., Ltd., vice chairman and executive president of the Fourth Board of directors of the company.
As of the announcement date, Mr. Song Guofeng directly holds 1399800 shares of the company, accounting for 0.13% of the total share capital of the company, has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the shares of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances specified in article 3.2.3 of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, and there are no circumstances as dishonest Executees. Their qualifications meet the relevant provisions of the company law and the articles of association. 4. Mr. Li Jun, a non independent director candidate, was born in 1973, Chinese nationality, without permanent overseas residency, and a member of Jiusan Society. Graduated from Guanghua School of management, Peking University, with a double master's degree, senior engineer, vice chairman of Sichuan Provincial Working Committee of Jiusan Society, chairman of Chuankai electric branch of Sichuan Provincial Working Committee of Jiusan Society, President of Chengdu famous and excellent alliance, member of Chengdu Science and Technology Youth Federation and member of economic system reform think tank of Chengdu development and Reform Commission, Member of the Standing Committee of Shuangliu CPPCC and vice chairman of Shuangliu District Federation of industry and commerce, vice president of Sichuan Alumni Association of Peking University, MBA alumni tutor of Guanghua School of management of Peking University, off campus tutor of graduate students of Chengdu University, etc. He is currently the chairman of Chuankai Electric Co., Ltd.
As of the announcement date, Mr. Li Jun directly holds 40100 shares of the company, accounting for 0.004% of the total share capital of the company, has no relationship with the actual controller, other directors, supervisors and senior managers, and has not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances specified in article 3.2.3 of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, and there are no circumstances as dishonest Executees. Their qualifications meet the relevant provisions of the company law and the articles of association.
5. Non independent director candidate Mr. Zhou Jun, born in 1982, Chinese nationality, without permanent overseas residency, CPC member, graduated from Shanxi University with a double bachelor's degree in engineering and business administration in automation. He once served as the deputy director of the company's technology center and the director of the customer center, and is now the president of the company.
As of the announcement date, Mr. Zhou Jun directly holds 186400 shares of the company, accounting for 0.02% of the total share capital of the company, which is not different from the actual controller, other directors, supervisors and senior managers
