Securities code: Beiqi Foton Motor Co.Ltd(600166) securities abbreviation: Beiqi Foton Motor Co.Ltd(600166) No.: pro 2022031 Beiqi Foton Motor Co.Ltd(600166)
Announcement on the resolution of the seventh meeting of the eighth board of directors in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the contents of this announcement
And bear individual and joint liabilities for the authenticity, accuracy and integrity of its contents.
1、 Meetings of the board of directors
On March 21, 2022, the company sent a series of proposals on the non-public offering of A-Shares in 2022 at the seventh meeting of the eighth board of directors in 2022 to all directors by e-mail and personal delivery. The meeting was held in accordance with the provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
Four independent directors of the company gave their prior approval opinions on matters related to the company's non-public offering of A-Shares in 2022, agreed to submit them to the board of directors for deliberation, and the related directors should avoid voting, and expressed their independent opinions in favor of the proposal. On March 31, 2022, the seventh meeting of the eighth board of directors in 2022 deliberated and adopted a series of proposals on the non-public offering of A-Shares in 2022 one by one. The deliberation is as follows:
(I) proposal on the company meeting the conditions for non-public development of a shares
The company has 11 directors. As of March 31, 2022, 11 valid votes have been received. The board of directors deliberated and adopted the proposal on the company's compliance with the conditions for non-public development of A-Shares with 11 votes in favor, 0 against and 0 abstention. The resolution reads as follows:
In accordance with the provisions of the company law, the securities law, the measures for the administration of securities issuance by listed companies (revised in 2020), the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020), the Q & A on issuance supervision - regulatory requirements for guiding and standardizing the financing behavior of listed companies (Revised) and other laws and normative documents, the company is confirmed to meet the conditions for non-public offering of A-Shares through item by item self inspection.
This matter needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
(II) proposal on the company's non-public development of A-Shares in 2022
1. Beijing state owned capital operation and Management Co., Ltd. sent directors to avoid voting. Voting conditions:
The company has 11 directors in total. In accordance with the relevant provisions of the rules, the related directors Gu Xin, Wang Xuequan and Jiao Ruifang objected, with no abstention. The proposal on the company's non-public development and issuance of A-Shares in 2022 was deliberated and adopted one by one:
(1) Type and par value of issued shares
The type of shares in this non-public offering is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
(2) Issuing method and time
This offering is in the form of non-public offering to specific objects, and the company will choose the opportunity to issue within the validity period approved by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").
(3) Issuing object and subscription method
The object of this non-public offering is BAIC Motor Corporation Limited, the controlling shareholder of the company.
The issuing object subscribes all the shares of this non-public offering in cash.
(4) Pricing base date, issue price and pricing principle
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the board of directors. The issuance price of this non-public offering is 2.10 yuan / share, which is no less than 80% of the average trading price of the company's A-Shares 20 trading days before the pricing benchmark date (the average trading price of the company's A-Shares 20 trading days before the pricing benchmark date = the total trading volume of the company's A-Shares 20 trading days before the pricing benchmark date / the total trading volume of the company's A-Shares 20 trading days before the pricing benchmark date).
If the company has ex right and ex interest matters such as cash dividend, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the issuance price of this non-public offering will be adjusted accordingly. The specific adjustment formula is as follows:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Where P0 is the issue price before adjustment, D is the amount of dividend per share, n is the number of bonus shares or converted share capital per share, and P1 is the issue price after adjustment.
(5) Number of issues
The number of shares issued in this non-public offering is 1428571428, which does not exceed 30% of the total share capital of the company before this non-public offering. The final number of shares issued shall be subject to the number of shares approved by the CSRC.
If the company has ex right and ex interest matters such as cash dividend, share distribution, conversion of capital reserve into share capital, additional issuance of new shares or allotment of shares from the pricing benchmark date of this non-public offering of A-Shares to the issuance date, the number of shares in this non-public offering will be adjusted accordingly.
(6) Amount and purpose of raised funds
The total amount of funds raised in this non-public offering is RMB 29999999880, which will be deducted after deducting the issuance expenses
The A shares subscribed by the issuing object for this non-public offering will not be transferred within 36 months from the date of the end of this offering. The shares of the issuer before the non-public offering held by the issuing object and its persons acting in concert will not be transferred within 18 months after the completion of the non-public offering in accordance with the provisions of relevant laws and regulations. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail. The shares derived from the subscription of the shares in this non-public offering due to the company's distribution of stock dividends and the conversion of capital reserve into share capital shall also comply with the above share locking arrangements. After the expiration of the sales restriction period, it shall be implemented in accordance with the company law, the securities law and other laws and regulations and the relevant provisions of the CSRC and Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange").
(8) Listing location
The non-public offering of A-Shares will be listed and traded on the Shanghai Stock Exchange after the expiration of the sales restriction period.
(9) Accumulated profit distribution
After the completion of the company's non-public offering of a shares, the new and old shareholders of the company shall share the undistributed profits accumulated before the non-public offering of A-Shares according to the shareholding ratio.
(10) Validity of resolutions
The resolution on the non-public offering of A-Shares shall be valid for 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. If the company has obtained the approval document of the CSRC for the offering within the validity period, the validity period shall be automatically extended to the completion date of the offering.
2. The directors dispatched by Beijing state owned capital operation and Management Co., Ltd. do not avoid voting. The voting situation is as follows:
The company has 11 directors in total. In accordance with the relevant provisions of the rules, Gu Xin and Wang Xuequan, the related directors, abstained from voting. As of March 31, 2022, 9 valid votes have been received.
The board of directors deliberated and adopted the proposal on the company's non-public development and issuance of A-Shares in 2022 one by one with 9 affirmative votes, 0 negative votes and 0 abstention.
This matter needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
The issuance plan can only be implemented after being approved or agreed by the state-owned assets supervision and administration department or its authorized unit and approved by the CSRC, and the plan approved by the CSRC shall prevail.
(III) proposal on the company's plan for non-public development of A-Shares in 2022
1. Beijing state owned capital operation and Management Co., Ltd. sent directors to avoid voting. Voting conditions:
The company has 11 directors in total. In accordance with the relevant provisions of the rules, the related directors Gu Xin, Wang Xuequan and Jiao Ruifang avoided voting. As of March 31, 2022, a total of 8 valid votes have been received. The board of directors deliberated and adopted the proposal on the company's plan for non-public development of A-Shares in 2022 with 8 affirmative votes, 0 negative votes and 0 abstention. 2. The directors dispatched by Beijing state owned capital operation and Management Co., Ltd. do not avoid voting. The voting situation is as follows:
The company has 11 directors in total. In accordance with the relevant provisions of the rules, Gu Xin and Wang Xuequan, the related directors, abstained from voting.
This matter needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day The plan of Beiqi Foton Motor Co.Ltd(600166) 2022 non-public Development Bank A shares
(IV) proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022
1. Beijing state owned capital operation and Management Co., Ltd. sent directors to avoid voting. Voting conditions:
The company has 11 directors in total. In accordance with the relevant provisions of the rules, the related directors Gu Xin, Wang Xuequan and Jiao Ruifang avoided voting. As of March 31, 2022, a total of 8 valid votes have been received. The board of directors deliberated and adopted the proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022 by 8 votes in favor, 0 against and 0 abstention.
2. The directors dispatched by Beijing state owned capital operation and Management Co., Ltd. do not avoid voting. The voting situation is as follows:
The company has 11 directors in total. In accordance with the relevant provisions of the rules, Gu Xin and Wang Xuequan, the related directors, abstained from voting. As of March 31, 2022, 9 valid votes have been received. The board of directors deliberated and adopted the proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022 by 9 votes in favor, 0 against and 0 abstention.
This matter needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Feasibility analysis report of Beiqi Foton Motor Co.Ltd(600166) 2022 on the use of funds raised by non-public development banks' A-share shares. (V) proposal on the signing of conditional effective share subscription agreement for A-Shares of non-public development banks and related party transactions between the company and the subscribers of non-public development banks
1. Beijing state owned capital operation and Management Co., Ltd. sent directors to avoid voting. Voting conditions:
The company has 11 directors in total. In accordance with the relevant provisions of the rules, the related directors Gu Xin, Wang Xuequan and Jiao Ruifang avoided voting. As of March 31, 2022, a total of 8 valid votes have been received. With 8 affirmative votes, 0 negative votes and 0 abstention, the board of directors deliberated and adopted the proposal on the signing of conditional and effective share subscription agreement for A-share shares of non-public development banks and related party transactions between the company and non-public development banks.
2. The directors dispatched by Beijing state owned capital operation and Management Co., Ltd. do not avoid voting. The voting situation is as follows:
The company has 11 directors in total. In accordance with the relevant provisions of the rules, Gu Xin and Wang Xuequan, the related directors, abstained from voting. As of March 31, 2022, 9 valid votes have been received. With 9 affirmative votes, 0 negative votes and 0 abstention, the board of directors deliberated and adopted the proposal on the signing of conditional effective share subscription agreement for A-share shares of non-public development banks and related party transactions between the company and non-public development banks.
This matter needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
Details are disclosed in China Securities Journal, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) on the same day Announcement on signing A-share subscription agreement and related party transactions of non-public development banks with specific objects with conditional effect (Announcement No.: Lin 2022030).
(VI) proposal that the company does not need to prepare the report on the use of the previously raised funds
The company has 11 directors. As of March 31, 2022, 11 valid votes have been received. The board of directors deliberated and adopted the proposal that the company does not need to prepare the report on the use of the previously raised funds with 11 votes in favor, 0 against and 0 abstention.
This matter needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
Details are disclosed in China Securities Journal, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) on the same day Announcement on the need not to prepare the report on the use of the previously raised funds (Announcement No.: Lin 2022035).
(VII) proposal on diluting the immediate return of non-public Development Bank A shares and taking filling measures in 2022
1. Beijing state owned capital operation and Management Co., Ltd. sent directors to avoid voting. Voting conditions:
The company has 11 directors in total. In accordance with the relevant provisions of the rules, the related directors Gu Xin, Wang Xuequan and Jiao Ruifang avoided voting. As of March 31, 2022, a total of 8 valid votes have been received. The board of directors deliberated and adopted the proposal on diluting the immediate return of non-public Development Bank A shares and taking filling measures in 2022 by 8 votes in favor, 0 against and 0 abstention.
2. The directors dispatched by Beijing state owned capital operation and Management Co., Ltd. do not avoid voting. The voting situation is as follows:
The company has 11 directors in total. In accordance with the relevant provisions of the rules, Gu Xin and Wang Xuequan, the related directors, abstained from voting. As of March 31, 2022, 9 valid votes have been received. The board of directors deliberated and adopted the proposal on diluting the immediate return of non-public Development Bank A shares and taking filling measures in 2022 by 9 votes in favor, 0 against and 0 abstention.
This matter needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
Details are disclosed in China Securities Journal, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) on the same day Announcement on diluted immediate return, filling measures and commitments of relevant subjects of non-public development banks' A-share shares (Announcement No.: Lin 2022034).
