Securities code: Zhejiang Founder Motor Co.Ltd(002196) securities abbreviation: Zhejiang Founder Motor Co.Ltd(002196) Announcement No.: 2022026 Zhejiang Founder Motor Co.Ltd(002196)
Announcement on the resolutions of the 16th meeting of the seventh board of directors
The company and its directors, supervisors and senior managers guarantee that the contents of the announcement are true, accurate and accurate
Complete, and be responsible for false records, misleading statements or major omissions in the announcement.
Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as “the company”) the notice of the 16th meeting of the seventh board of directors was sent by mail, fax or personal service on April 8, 2022, and the meeting was held in the conference room of Zhejiang Founder Motor Co.Ltd(002196) administration building on April 14, 2022 by means of on-site and communication. There are 9 directors who should attend the meeting and 9 directors who actually attend the meeting. The meeting was held in accordance with the provisions of the company law and the articles of association, and the resolutions of the meeting were legal and valid. The meeting was presided over by Mr. Feng Rong, chairman of the board of directors. After full discussion, the following matters were voted and adopted:
1、 Reviewed and approved the 2021 annual general manager’s work report of the company;
Voting result of this proposal: 9 votes in favor, 0 abstention and 0 opposition.
2、 Deliberated and adopted the work report of the board of directors of the company in 2021;
For details, see http / / www.cninfo.com.cn on April 15, 2022（ http://www.cn.info.com.cn. ）Come on.
Voting result of this proposal: 9 votes in favor, 0 abstention and 0 opposition.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Mr. Xiao Yongmin, Mr. Cang Yongtao and Mr. Ying Xiaochen, the independent directors of the company, submitted the 2021 annual report of independent directors to the board of directors. For details, please refer to cninfo.com, the designated information disclosure website of the company（ http://www.cn.info.com.cn. ）。
3、 Deliberated and adopted the company’s 2021 annual financial statement report;
In 2021, the company realized an operating revenue of 1890768200 yuan, an increase of 65.47% over the same period of last year; The total net profit was -8.3283 million yuan, an increase of 98.72% over the same period of last year; The net profit attributable to the shareholders of the listed parent company was 25.177 million yuan, an increase of 103.94% over the same period last year.
Voting result of this proposal: 9 votes in favor, 0 abstention and 0 opposition.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
4、 Deliberated and approved the plan for profit distribution of the company in 2021;
According to the audit report (ztsz (2022) No. 332a010073) issued by Zhitong certified public accountants, the net profit of the company in 2021 was -1828484031 yuan (the statement data of the parent company) and 27005246 yuan (the consolidated financial statement data), the statutory surplus reserve was 0 yuan, plus the annual carried forward undistributed profit of -91012895700 yuan, and the distributed profit of the current year was 0 yuan, In addition, the equity method profit and loss originally recognized by the company’s investment in lvmai urban transportation (Europe) Co., Ltd. was reversed by 139631405 yuan, and the actual profit available for distribution to shareholders was -92701748326 yuan.
There is no profit distribution in this year.
Voting result of this proposal: 9 votes in favor, 0 abstention and 0 opposition.
The board of Directors believes that the profit distribution plan is legal, compliant and in line with the company’s shareholder return plan for the next three years (20212023).
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5、 Deliberated and adopted the special report on the deposit and use of raised funds in 2021; The special instructions on the deposit and use of raised funds in 2021 was published in the securities times and cninfo on April 15, 2022（ http://www.cn.info.com.cn. ）Come on.
Zhitong Certified Public Accountants issued the verification report on the deposit and actual use of raised funds in 2021 (ztzz (2022) No. 332a006819). For details, please refer to CNKI on the company’s designated information disclosure website（ http://www.cn.info.com.cn. ）。
Voting result of this proposal: 9 votes in favor, 0 abstention and 0 opposition.
6、 The proposal on the full text and summary of the 2021 annual report was considered and adopted;
002for the full text of the annual report of 196 2021, please refer to the company’s designated information disclosure website cninfo.com（ http://www.cn.info.com.cn. ）, the announcement of the summary of the 2021 annual report is detailed in the disclosure media securities times and cninfo（ http://www.cn.info.com.cn. ）
Voting result of this proposal: 9 votes in favor, 0 abstention and 0 opposition.
The full text and summary of this report shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
7、 The proposal on renewing the appointment of Zhitong certified public accountants as the audit institution of the company in 2022 was deliberated and adopted;
According to the proposal of the audit committee of the board of directors of the company, it is agreed to renew the appointment of Zhitong certified public accountants as the financial audit institution of the company in 2022 for one year, which shall take effect from the date of deliberation and approval by the general meeting of shareholders.
Voting result of this proposal: 9 votes in favor, 0 abstention and 0 opposition.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
8、 Deliberated and passed the proposal of the company’s 2021 annual internal control self-evaluation report;
For details, please refer to cninfo.com, the company’s designated information disclosure website（ http://www.cn.info.com.cn. ）。
Voting result of this proposal: 9 votes in favor, 0 abstention and 0 opposition.
9、 The proposal on handling the bank credit line and authorizing the chairman of the board to sign relevant documents within the bank credit line was deliberated and passed;
According to the capital requirements for the operation and development of the company and its subsidiaries, the company and its subsidiaries plan to apply to the bank for a maximum comprehensive credit line of RMB 1 billion in 2022. The company and its subsidiaries handle business in various credit banks, including but not limited to loan, letter of credit, acceptance bill, letter of guarantee and trade financing. The company can make necessary adjustments to the selection of financial institutions and their credit lines within the scope of the total credit line in combination with the specific conditions in actual operation. (credit cooperative banks include but are not limited to the following banks: Bank Of China Limited(601988) Lishui branch, China Agricultural Bank Of China Limited(601288) Lishui branch, China Citic Bank Corporation Limited(601998) Lishui branch, China Zheshang Bank Co.Ltd(601916) Lishui branch, Hua Xia Bank Co.Limited(600015) Shajing branch, Bank Of Ningbo Co.Ltd(002142) Lishui branch, bank of China Vietnam Ho Chi Minh branch, Bank of China Hubei Shishou sub branch, Hubei Shishou rural commercial bank, etc.).
The company plans to apply to the bank for the maximum comprehensive asset pool (including bill pool) credit line of 1.35 billion yuan, of which China Zheshang Bank Co.Ltd(601916) lishui branch is 1billion yuan and Bank Of Ningbo Co.Ltd(002142) 350million yuan.
The board of directors of the company agrees to authorize the chairman of the company to sign relevant legal documents on bank financing and guarantee within the limit of bank financing and guarantee commitment approved by the board of directors during his current term of office. Voting result of this proposal: 9 votes in favor, 0 abstention and 0 opposition.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
10、 The proposal on the text and full text of the company’s report for the first quarter of 2022 was reviewed and approved;
Zhejiang Founder Motor Co.Ltd(002196) the full text of the first quarter report of 2022 is detailed in cninfo.com, the company’s designated information disclosure website（ http://www.cn.info.com.cn. ）, for the announcement of the main body of the report for the first quarter of 2022, see the disclosure media securities times and cninfo（ http://www.cn.info.com.cn. ）。 Voting result of this proposal: 9 votes in favor, 0 abstention and 0 opposition.
11、 The proposal on confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022 was reviewed and approved
The announcement on confirming the daily connected transactions in 2021 and the daily connected transactions expected in 2022 (Announcement No.: 2022030) is detailed in the disclosure media securities times and cninfo.com（ http://www.cn.info.com.cn. ）。
Voting results of this proposal: 8 votes in favor, 0 abstention, 0 opposition and 1 abstention.
Mou Jian, a related director, avoided voting on the proposal.
12、 Deliberated and passed the proposal on repurchase and cancellation of some granted but not unlocked restricted shares;
In view of the provisions of the company’s 2021 restricted stock incentive plan (Draft), among the incentive objects, Zhang Shuai, Wang Chong and Sheng Wei resigned for personal reasons and did not meet the incentive conditions, the company will repurchase and cancel 195000 restricted shares granted but not unlocked by the above incentive objects, accounting for 0.04% of the total share capital of the company before the repurchase and cancellation, and the repurchase price is 3.50 yuan / share.
Voting results: 9 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The independent directors and the board of supervisors of the company respectively expressed their opinions on this proposal.
For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) published on the same day Announcement on repurchase and cancellation of some granted but not unlocked restricted shares.
13、 The proposal on changing the registered capital and amending the articles of association was deliberated and adopted
In view of the resignation of Zhang Shuai, Wang Chong and Sheng Wei among the incentive objects of the company due to personal reasons, which has not met the incentive conditions, the board of directors of the company agrees that the company will repurchase and cancel 195000 restricted shares granted to the former employees but not unlocked. After the completion of repurchase and cancellation, the total share capital of the company was changed from 498914930 shares to
498719930 shares, with the registered capital changed from 498914930 yuan to 498719930 yuan. According to the provisions of the company law, it is necessary to amend the corresponding provisions of the articles of association and authorize the management to handle the change registration with the competent department for Industry and commerce.
Voting results: 9 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) published on the same day Announcement on changing the registered capital and amending the articles of association of the company.
14、 The directors Niu Mingkui, Xu Huayue and Mou Jian abstained from voting on the deliberation and approval of the directors’ remuneration in 2021 and the remuneration plan in 2022. The proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
There are 6 affirmative votes, 0 negative votes, 0 abstention votes and 3 abstention votes. The voting result is passed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
15、 With regard to the review and adoption of the remuneration of senior managers in 2021 and the remuneration plan in 2022;
Directors Niu Mingkui, Xu Huayue and Mou Jian avoided voting,
There were 6 affirmative votes, 0 negative votes, 0 abstention votes and 3 abstention votes. The voting result was passed.
This proposal does not need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
16、 The proposal on the provision for impairment of assets and write off of assets was reviewed and approved
See the disclosure media securities times and cninfo.com for details of the announcement on the provision for impairment of assets and write off of assets (Announcement No.: 2022029)（ http://www.cn.info.com.cn. ）。
Voting result of this proposal: 9 votes in favor, 0 abstention and 0 opposition.
17、 The proposal on supplementary confirmation of connected transactions was deliberated and adopted
1. Supplementary confirmation of real estate leasing matters between Shanghai Haineng Automotive Electronics Co., Ltd. (hereinafter referred to as “Shanghai Haineng”) and Shanghai Runyang Chengtai new composite material Co., Ltd. (hereinafter referred to as “Shanghai Runyang Chengtai”).
Director Zou Jiansheng withdrew from voting,
There are 8 affirmative votes, 0 negative votes, 0 abstention votes and 1 abstention vote. The voting result is passed.
2. Supplementary confirmation of general contracting matters between Zhejiang Xingjian Industrial Development Co., Ltd. (hereinafter referred to as “Zhejiang Xingjian”) and Jiangsu Zhongheng architectural design and Research Institute Co., Ltd. (hereinafter referred to as “Suzhou Zhongheng”). Voting result of this proposal: 9 votes in favor, 0 abstention and 0 opposition.
3. Supplementary confirmation of agent construction of Zhejiang Xingjian and Shanghai lvmai industrial city construction and Development Co., Ltd. (hereinafter referred to as “Shanghai lvmai industrial city”).
Voting result of this proposal: 9 votes in favor, 0 abstention and 0 opposition.
4. Green pulse urban transport (Europe) (hereinafter referred to as “green pulse Europe”) and electronbus europezrt Supplementary confirmation of fund lending matters.
Voting result of this proposal: 9 votes in favor, 0 abstention and 0 opposition.
For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) published on the same day Announcement on supplementary confirmation of related party transactions.
18、 Deliberated and passed the proposal on convening the 2021 annual general meeting of shareholders;
The company is scheduled to hold the 2021 annual general meeting of shareholders in the conference room on the first floor of the administrative building, No. 73 Shiniu Road, Shuige Industrial Zone, Liandu District, Lishui City on May 6, 2022. The full text of the notice was published in the securities times and cninfo.com on April 15, 2022（ http://www.cn.info.com.
