Securities code: Ningbo Ronbay New Energy Technology Co.Ltd(688005) securities abbreviation: Ningbo Ronbay New Energy Technology Co.Ltd(688005) Announcement No.: 2022021 Ningbo Ronbay New Energy Technology Co.Ltd(688005)
Announcement of resolutions of the 8th meeting of the second board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Ningbo Ronbay New Energy Technology Co.Ltd(688005) (hereinafter referred to as “the company”) the eighth meeting of the second session of the board of supervisors was held on March 28, 2022 in a combination of on-site and communication. Three supervisors should be present at the meeting, and three supervisors actually present, which complies with the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the company law) and Ningbo Ronbay New Energy Technology Co.Ltd(688005) articles of Association (hereinafter referred to as the articles of association), and the meeting is legal and valid.
The meeting was presided over by Mr. Zhu Yan, chairman of the second session of the board of supervisors. The meeting considered and adopted the following matters: first, the proposal on the work report of the board of supervisors in 2021 was considered and adopted
After deliberation, in 2021, the board of supervisors of the company scrupulously performed its duties in strict accordance with the relevant laws, administrative regulations, departmental rules and normative documents such as the company law, the securities law, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the articles of association and the rules of procedure of the board of supervisors, and the relevant requirements of the company’s rules and regulations, in line with a pragmatic working attitude, and in order to safeguard the interests of the company and the rights and interests of minority shareholders, Conscientiously perform various duties, independently exercise their functions and powers according to law by holding meetings of the board of supervisors, consulting materials, on-site understanding, attending the board of directors and shareholders’ meetings as nonvoting delegates, faithfully perform their supervision duties, effectively supervise the company’s production and operation, legal operation, financial status, decision-making on major matters, internal control, performance of duties of directors and senior managers, and effectively safeguard the interests of the company and shareholders, It has effectively promoted the standardized operation and healthy development of the company.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be considered by the general meeting of shareholders.
2、 Deliberated and passed the proposal on the implementation of the remuneration of the company’s supervisors in 2021 and the remuneration standard in 2022
After deliberation, the implementation of the remuneration of the company’s supervisors in 2021 and the remuneration standard in 2022 are in line with the company’s operation in 2021, the positions and work of the company’s supervisors and the provisions of the company’s remuneration plan for directors, supervisors and senior managers.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be considered by the general meeting of shareholders. 3、 The proposal on the annual report and summary of the company in 2021 was deliberated and adopted
After review, the preparation and review procedures of the company’s 2021 annual report and summary comply with relevant laws and regulations, the articles of association and the company’s internal management system. The contents disclosed in the report truly, accurately and completely reflect the company’s financial and operating conditions and other information, and there are no false records, misleading statements or major omissions.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed annual report of Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be considered by the general meeting of shareholders. 4、 The proposal on the company’s 2021 annual internal control evaluation report was deliberated and adopted
The board of supervisors agreed and approved the evaluation report on the company’s internal control in 2021. There were no major defects in the internal control over financial reporting during the reporting period. The company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations, and no major defects in non-financial reporting internal control have been found.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2021 annual internal control evaluation report.
Voting results: 3 in favor, 0 against and 0 abstention.
5、 The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
After deliberation, the company’s profit distribution plan for 2021 takes into account the company’s profitability, cash flow status and capital demand, and there is no harm to the interests of shareholders, which is conducive to the sustainable and stable development of the company. The deliberation and voting procedures are open and transparent, and comply with the provisions of laws, regulations and the articles of association.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement of Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2021 annual profit distribution plan disclosed.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be considered by the general meeting of shareholders. 6、 The proposal on the special report on the deposit and use of the company’s raised funds in 2021 was reviewed and adopted
After deliberation, the deposit and use of the company’s raised funds in 2021 comply with the provisions of the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the requirements of Ningbo Ronbay New Energy Technology Co.Ltd(688005) raised funds management system. The raised funds are specially stored, and there is no change in the purpose of the raised funds and damage to the interests of shareholders, and there is no illegal use of the raised funds.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report on the deposit and use of raised funds in Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2021 disclosed.
Voting results: 3 in favor, 0 against and 0 abstention.
7、 The proposal on the company’s financial final accounts in 2021 and financial budget report in 2022 was reviewed and approved
The board of supervisors held that the company’s 2021 financial final accounts and 2022 financial budget report truthfully reflected the actual financial situation of the company in 2021, and the 2022 financial budget made by the company met the actual needs of the company’s production and operation.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be considered by the general meeting of shareholders. 8、 The proposal on applying for comprehensive credit line and providing guarantee by the company and its holding subsidiaries in 2022 was reviewed and approved
After deliberation, the comprehensive credit line applied by the company and its holding subsidiaries and the provision of guarantees meet the needs of the company and its subsidiaries for normal production and operation and project construction funds in 2022, which is conducive to the sustainable development of the company. The guaranteed objects are the normal and continuing subsidiaries of the company, with good asset credit and debt repayment ability, and the guarantee risk is generally controllable. The application for comprehensive credit line and the provision of guarantee comply with relevant laws, regulations, normative documents and the articles of association. The decision-making process is legal and compliant, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders.
In conclusion, we agree to apply for comprehensive credit line and provide guarantee this time.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement of Ningbo Ronbay New Energy Technology Co.Ltd(688005) on the company and its subsidiaries applying for comprehensive credit line and providing guarantee in 2022 disclosed.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be considered by the general meeting of shareholders. 9、 The proposal on the company’s expected use of idle self owned funds for cash management in 2022 was deliberated and adopted
After deliberation: the company’s use of idle self owned funds for cash management will help to improve the efficiency of capital utilization and will not affect the normal operation of daily operating funds. Through reasonable cash management of idle self owned funds, we can obtain certain investment income, further improve the overall performance level of the company and obtain better investment return for the company and shareholders.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement of Ningbo Ronbay New Energy Technology Co.Ltd(688005) on using idle self owned funds for cash management in 2022.
Voting results: 3 in favor, 0 against and 0 abstention.
10、 The proposal on confirming the related party transactions of the company in 2021 and predicting the daily related party transactions in 2022 was deliberated and adopted
After deliberation, the related party transactions of the company in 2021 and the expected daily related party transactions in 2022 belong to the normal business behavior of the company, meet the actual needs of the company’s production, operation and development, contribute to the normal development of the company’s business, and the transaction pricing is reasonable, based, objective and fair. The company’s daily connected transactions comply with the provisions of relevant laws, regulations and normative documents. The pricing policy follows the principles of fairness, impartiality and integrity, and will not damage the interests of minority shareholders.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Ningbo Ronbay New Energy Technology Co.Ltd(688005) on daily connected transactions expected in 2022 disclosed.
Voting results: 3 in favor, 0 against and 0 abstention.
11、 Deliberated and passed the proposal on the change of accounting policies of the company
After deliberation, the accounting policy change of the company is a reasonable and necessary change in accordance with the provisions of the Ministry of Finance on the implementation of accounting standards for business enterprises. The changed accounting policies comply with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shanghai Stock Exchange, can accurately reflect the company’s financial situation and operating results, and are also in line with the interests of the company and all shareholders. The decision-making procedures of this accounting policy change comply with relevant laws and regulations and the relevant provisions of the articles of association.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement of Ningbo Ronbay New Energy Technology Co.Ltd(688005) on changes in accounting policies disclosed.
Voting results: 3 in favor, 0 against and 0 abstention.
12、 The proposal on participating in the investment and establishment of equity investment funds and related party transactions was deliberated and adopted
On the premise of meeting the company’s daily operation capital needs and controllable overall investment risk, in order to further give full play to the synergy advantages of the industrial chain and further improve the level of capital return, The company plans to jointly initiate the establishment of battery triangle fund equity investment fund partnership (limited partnership) (tentative name, subject to the name finally approved and registered by the market supervision and administration authority) with the related party Beijing rongbai New Energy Investment Management Co., Ltd. and other unrelated partners to give full play to the synergy of the industrial chain.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be considered by the general meeting of shareholders. 13、 The proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted
The board of supervisors agreed to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company’s financial audit institution and internal control audit institution in 2022 for one year.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be considered by the general meeting of shareholders. 14、 The proposal on Ningbo Ronbay New Energy Technology Co.Ltd(688005) meeting the conditions for issuing A-Shares to specific objects was deliberated and adopted
After deliberation, in accordance with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the administrative measures for the registration of securities issuance of companies listed on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the administrative measures), and the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the detailed rules for Implementation), After item by item comparison with the conditions for the listed companies on the science and innovation board to issue A-Shares to specific objects, and on the basis of careful self-examination and demonstration of the actual situation and relevant matters of the company, the company has the qualifications and conditions for issuing A-Shares to specific objects.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be considered by the general meeting of shareholders. 15、 Deliberated and passed the proposal on the demonstration and analysis report on the scheme of issuing A-Shares to specific objects in Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2022
In accordance with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the implementation rules, the company has prepared the demonstration and analysis report on the scheme of issuing A-Shares to specific objects in Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2022.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Demonstration and analysis report on the scheme of issuing A-Shares to specific objects in Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2022 disclosed.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be considered by the general meeting of shareholders. 16、 The proposal on issuing A-Shares to specific objects in Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2022 was deliberated and adopted
In accordance with the provisions of laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the implementation rules, the board of directors of the company formulated a plan for issuing A-Shares to specific objects in 2022 (hereinafter referred to as “this issuance of shares to specific objects” or “this issuance”), and the board of supervisors voted on the following matters one by one:
1. Type and par value of issued shares
The type of shares issued to specific objects this time is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
Voting results: 3 in favor, 0 against and 0 abstention.
2. Issuing method and time
This release will all be issued to specific objects. The company will choose an opportunity to issue within the validity period after passing the examination of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) and obtaining the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) for registration.
Voting results: 3 in favor, 0 against and 0 abstention.
3. Issuing object and subscription method
The objects of this issuance are no more than 35 (including 35) securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors and qualified overseas institutional investors that meet the conditions specified by the CSRC
