Securities code: Dynavolt Renewable Energy Technology (Henan) Co.Ltd(002684) securities abbreviation: Dynavolt Renewable Energy Technology (Henan) Co.Ltd(002684) Announcement No.: 2022040 Lion New Energy Technology (Henan) Co., Ltd
Announcement on the resolution of the 60th meeting of the 6th 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.
1、 Meetings of the board of directors
The 60th meeting of the 6th board of directors of Lion New Energy Technology (Henan) Co., Ltd. (hereinafter referred to as “the company”) was held in the Shenzhen conference room of the company on the afternoon of April 29, 2022 by means of on-site and communication. The notice of the meeting was sent to all directors and supervisors by hand and email on April 20, 2022. There were 6 directors who should attend the meeting and 6 directors who actually attended the meeting. The meeting was presided over by Mr. Chen Lewu, chairman of the company. Non independent director Guo Xiaoyue, independent directors Yan fan and Zhang Xin attended the meeting by means of communication. All supervisors attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
After full discussion and deliberation by the directors present at the meeting, the voting was carried out by open ballot, and the following resolutions were formed at the meeting:
(I) the proposal on the company’s 2021 annual report and summary was deliberated and adopted by all directors with 6 affirmative votes, 0 negative votes and 0 abstention.
The detailed contents of the 2021 annual report, the summary of the 2021 annual report and the opinions issued by the board of supervisors are listed on cninfo.com.cn on the same day Relevant announcements on the website.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) all directors deliberated and adopted the proposal on the company’s 2021 annual financial statement report with 6 affirmative votes, 0 negative votes and 0 abstention.
The detailed contents of the financial statement of 2021 and the opinions issued by the board of supervisors are listed on cninfo.com.cn on the same day Relevant announcements on the website.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) all directors deliberated and adopted the proposal on the president’s work report in 2021 with 6 affirmative votes, 0 negative votes and 0 abstention.
(IV) all directors deliberated and adopted the proposal on the work report of the board of directors in 2021 with 6 affirmative votes, 0 negative votes and 0 abstention.
See “section III Management Discussion and analysis” and “section IV corporate governance” of the company’s 2021 annual report for the specific contents of the 2021 annual report of the board of directors.
The independent directors of the company, Mr. Yan fan, Mr. Zhang Xin and Mr. Qin Yongjun, respectively, submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
The specific contents of the 2021 annual report of independent directors are detailed in the company’s website (www.cn. Info. Com. CN.) on the same day Relevant announcements on the website.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) all directors deliberated and adopted the proposal on the company’s 2021 profit distribution and capital reserve conversion to share capital plan with 6 affirmative votes, 0 negative votes and 0 abstention.
The undistributed profit in the consolidated statements of the company at the end of 2021 was -383417701963 yuan, the balance of capital reserve at the end of 2021 was 337411077925 yuan, and the undistributed profit of the parent company at the end of 2021 was -201675165270 yuan.
The undistributed profits in the consolidated statements of the company at the end of 2021 and the undistributed profits of the parent company at the end of 2021 are negative. In combination with the actual situation of the company, and in accordance with relevant laws and regulations, the articles of association and the shareholder return plan for the next three years (20212023), after careful study by the board of directors, the company will not distribute profits or convert capital reserve into share capital in 2021.
The specific contents of the opinions expressed by the independent directors and the board of supervisors are detailed in the company’s website (www.cn. Info. Com. CN.) on the same day Relevant announcements on the website.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) all directors deliberated and adopted the proposal on the special explanation of the board of directors on matters involved in the audit report with non-standard opinions by 6 votes in favor, 0 against and 0 abstention.
The specific contents of the special instructions of the board of directors on matters involved in the audit report with non-standard opinions and the opinions issued by the independent directors and the board of supervisors are detailed in the company’s website on the same day (www.cn. Info. Com. CN.) Relevant announcements on the website.
(VII) all directors deliberated and adopted the proposal on the company’s 2021 annual internal control self-evaluation report with 6 affirmative votes, 0 negative votes and 0 abstention.
The specific contents of the 2021 internal control evaluation report and the opinions expressed by the independent directors and the board of supervisors are detailed in the company’s website http://www.cn.info.com.cn on the same day Relevant announcements on the website.
(VIII) all directors deliberated and adopted the proposal on reappointment of China Audit Asia Pacific Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 with 6 affirmative votes, 0 negative votes and 0 abstention. China Audit Asia Pacific has the experience and ability to provide audit services for listed companies. During his tenure as the company’s audit institution in 2021, he worked steadily and diligently. The board of directors agreed to reappoint him as the company’s audit institution in 2022. The service items include the audit of the company and its subsidiaries, the issuance of annual audit reports, special reports on the occupation of funds of listed companies by related parties, special reports on raised funds and internal control audit reports. The board of directors of the company requests the general meeting of shareholders to authorize the operation and management of the company to negotiate with the audit institution to determine the service fee in 2022 according to the actual business volume and with reference to the market price based on the fair and reasonable pricing principle.
For details of the announcement on renewing the appointment of the accounting firm and the opinions expressed by the independent directors, see the company’s website on the same day (www.cn. Info. Com. CN.) Relevant announcements on the website.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IX) the proposal on Approving the remuneration of the company’s directors and senior managers in 2021 was deliberated and adopted item by item.
The remuneration of directors and senior managers of the company in 2021 is detailed in “section IV corporate governance v. directors, supervisors and senior managers” of the company’s 2021 annual report.
The voting of this proposal is as follows:
9.1 remuneration of chairman and Secretary of the board of directors (acting as secretary of the board of directors) Chen Lewu
Voting results: 5 in favor, 0 against, 0 abstention, and Chen Lewu avoided voting.
9.2 remuneration of Lai qicong, vice chairman, vice president and chief financial officer
Voting results: 5 in favor, 0 against, 0 abstention, Lai qicong avoided voting.
9.3 remuneration of non independent director Guo Xiaoyue
Voting results: 5 in favor, 0 against and 0 abstention, Guo Xiaoyue avoided voting.
9.4 remuneration of independent director Yan fan
Voting results: 5 in favor, 0 against, 0 abstention, Yan fan avoided voting.
9.5 remuneration of independent director Zhang Xin
Voting results: 5 in favor, 0 against, 0 abstention, and Zhang Xin avoided voting.
9.6 remuneration of independent director Qin Yongjun
Voting results: 5 in favor, 0 against and 0 abstention. Qin Yongjun avoided voting.
9.7 remuneration of President Wang Shaowu
Voting results: 6 in favor, 0 against and 0 abstention.
9.8 remuneration of vice president Hao Shenjian
Voting results: 6 in favor, 0 against and 0 abstention.
Remuneration of Vice President Lin Degui
Voting results: 6 in favor, 0 against and 0 abstention.
9.10 remuneration of vice president Fan Wei
Voting results: 6 in favor, 0 against and 0 abstention.
The specific contents of the opinions expressed by the independent directors are detailed in the company’s website (www.cn. Info. Com. CN.) on the same day Relevant announcements on the website.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) all directors deliberated and adopted the proposal on the special report on the deposit and use of the company’s raised funds in 2021 with 6 affirmative votes, 0 negative votes and 0 abstention.
The specific contents of the special report of the board of directors on the deposit and use of raised funds in 2021 and the opinions expressed by independent directors, the board of supervisors, recommendation institutions and audit institutions are detailed in the company’s website on the same day (www.cn. Info. Com. CN.) Relevant announcements on the website.
（11） All directors deliberated and adopted the proposal on applying for comprehensive credit line from banks and other financial institutions with 6 affirmative votes, 0 negative votes and 0 abstention.
Due to the needs of business development, the company and its subsidiaries within the scope of consolidated statements plan to apply for a comprehensive credit line of no more than RMB 1.2 billion from banks and other financial institutions for loans, letter of guarantee, trust financing, letter of credit, bill business, supply chain financing, factoring, financial leasing, creditor’s rights transfer, etc. within this line, the company and its subsidiaries will borrow and lend according to the actual capital demand. In order to improve work efficiency and ensure the timeliness of handling financing business procedures, the board of directors of the company requests the authorized legal representative of the general meeting of shareholders or the authorized agent designated by the legal representative to review and sign all documents within the above credit line. The single financing within the above total credit line will no longer be reported to the board of directors for deliberation and voting. If the credit line exceeds the above scope within the year, it must be submitted to the board of directors or the general meeting of shareholders for deliberation and approval, The authorization period is from the date of adoption of the annual general meeting of shareholders in 2021 to the date of convening the annual general meeting of shareholders in 2022. During the authorization period, the above comprehensive credit line can be recycled.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（12） All directors deliberated and adopted the proposal on applying for financing quota from non-financial institutions with 6 affirmative votes, 0 negative votes and 0 abstention.
According to the company’s development plan and fund use arrangement, in order to meet the production, operation and development needs of the company and its subsidiaries within the scope of consolidated statements, the company and its subsidiaries within the scope of consolidated statements intend to apply to non-financial institutions for a financing limit of no more than RMB 1.8 billion for loans, letter of guarantee, trust financing, opening of letters of credit, bill business, supply chain financing, factoring, financial leasing, transfer of creditor’s rights, etc. The specific financing amount shall be determined according to the actual needs of the company and its subsidiaries, and the final total financing amount shall be subject to the amount actually approved by relevant institutions. In order to improve work efficiency and ensure the timeliness of handling financing business procedures, the board of directors of the company requests the authorized legal representative of the general meeting of shareholders or the authorized agent designated by the legal representative to review and sign all documents within the above financing limit. The single financing within the above total financing limit will no longer be reported to the board of directors for deliberation and voting. If the financing limit exceeds the above range within the year, it must be submitted to the board of directors or the general meeting of shareholders for deliberation and approval, The authorization period is from the date of adoption of the 2021 annual general meeting of shareholders to the date of convening the 2022 annual general meeting of shareholders. During the authorization period, the above financing limit can be recycled.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（13） All directors deliberated and adopted the proposal on the prediction of guarantee amount in 2022 with 6 affirmative votes, 0 negative votes and 0 abstention.
According to the business development needs of the company and its subsidiaries within the scope of consolidated statements (hereinafter referred to as “subsidiaries”), the board of directors agreed that the total amount of guarantees provided by the company for subsidiaries, mutual guarantees of subsidiaries and guarantees provided by subsidiaries for the parent company in 2022 should not exceed RMB 1.190 billion. The types of guarantees include general guarantee, joint and several liability guarantee, mortgage, pledge, lien, deposit, etc. the scope of guarantee includes but is not limited to loan Letter of guarantee, letter of credit, bill financing, trust financing, financial leasing, factoring, supply chain financing, debt transfer financing, etc. The board of directors of the company requests the general meeting of shareholders to authorize the operation and management of the company to handle relevant matters, and authorize the legal representative of the company or the authorized agent designated by the legal representative to review and sign all documents within the above guarantee limit. The authorization period is from the date of deliberation and approval of the company’s 2021 annual general meeting to the date of holding the 2022 annual general meeting. During the authorization period, the above guarantee amount can be recycled.
On the premise of complying with relevant laws and regulations, the management of the company can adjust the guarantee amount between subsidiaries (including but not limited to the subsidiaries listed in the above table, established subsidiaries and subsidiaries newly included in the consolidation scope in the future) according to the actual operation. The above guarantee amount includes new guarantee and extension or renewal of original guarantee. At the time of adjustment, for the guarantee object with asset liability ratio of more than 70%, the guarantee amount can only be obtained from the guarantee object with asset liability ratio of more than 70%. Under the condition of not exceeding the total approved guarantee limit, the company and its subsidiaries need to carry out the business within the above guarantee scope due to business needs. Within this limit, it is not necessary to submit it separately to the board of directors and the general meeting of shareholders for deliberation and approval.
This guarantee is made according to the capital arrangement and actual demand of the company and its subsidiaries in 2022, which is conducive to the company and its subsidiaries to expand financing channels, meet the capital needs of their operation and business development, and meet the strategic development needs of the company. The guaranteed objects are the company and its subsidiaries within the scope of the company’s consolidated statements. The company has control over the operation of the above guaranteed objects and has no financial risk
