Securities code: Zhejiang Qianjiang Motorcycle Co.Ltd(000913) securities abbreviation: Zhejiang Qianjiang Motorcycle Co.Ltd(000913) Announcement No.: 2022020 Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
Announcement of resolutions of the 5th meeting of the 8th board of supervisors
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate
Complete, without false records, misleading statements or major omissions.
Zhejiang Qianjiang Motorcycle Co.Ltd(000913) the fifth meeting of the eighth board of supervisors was held on May 20, 2022 by sending a notice to all supervisors by fax and personal delivery on May 16, 2022. Three supervisors should be present at the meeting and three actually present. The Secretary of the board of directors of the company attended the meeting as nonvoting delegates, which was in line with the relevant provisions of the company law and the articles of association.
The meeting was presided over by Mr. Ye Weilie, the chairman of the board of supervisors. The following resolutions were considered and adopted:
1、 Deliberated and passed the proposal on the company’s compliance with the conditions for non-public development of shares
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
3 in favor, 0 against and 0 abstention.
2、 Review the proposal on the company’s non-public stock development plan
The non-public offering plan is as follows:
1. Type and par value of issued shares
The non-public offering shares are RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
After the withdrawal of affiliated supervisors, the number of non affiliated supervisors of the board of supervisors is less than half of the number of supervisors, and the board of supervisors is unable to make an effective resolution. The proposal is submitted to the general meeting of shareholders for deliberation.
2. Issuing method and time
All the shares issued this time are issued to specific objects in the form of non-public offering, and are issued at an appropriate time according to relevant regulations within the validity period of the approval document of the China Securities Regulatory Commission on this issuance.
After the withdrawal of affiliated supervisors, the number of non affiliated supervisors of the board of supervisors is less than half of the number of supervisors, and the board of supervisors is unable to make an effective resolution. The proposal is submitted to the general meeting of shareholders for deliberation.
3. Issuing object and subscription method
The object of this non-public offering is Geely maijie Investment Co., Ltd. The issuing object subscribes for the A shares of this non-public offering in cash.
After the withdrawal of affiliated supervisors, the number of non affiliated supervisors of the board of supervisors is less than half of the number of supervisors, and the board of supervisors is unable to make an effective resolution. The proposal is submitted to the general meeting of shareholders for deliberation.
4. Issue price and pricing method
The pricing benchmark date of this offering is the announcement date of the resolution of the sixth meeting of the eighth board of directors of this non-public offering, and the issue price is [8.70] yuan / share, The price shall not be less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (average trading price of the company’s shares in the 20 trading days before the pricing benchmark date = total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date / total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date).
If the company’s shares change from the pricing benchmark date of this issuance to the issuance date, such as dividend distribution, share distribution, conversion of capital reserve to share capital, equity incentive and other share changes, the issuance price of this non-public offering will be adjusted accordingly.
The adjustment method is:
Assuming that the issue price before adjustment is P0, the number of shares given or converted into shares per share is n, the dividend / cash dividend per share is D, and the issue price after adjustment is P1, then:
Dividend / Cash Dividend: P1 = p0-d
Share offering or conversion to share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
After the withdrawal of affiliated supervisors, the number of non affiliated supervisors of the board of supervisors is less than half of the number of supervisors, and the board of supervisors is unable to make an effective resolution. The proposal is submitted to the general meeting of shareholders for deliberation.
5. Number of issues, amount of raised funds and subscription
The number of shares in this non-public offering shall not exceed 5800000000 shares, and shall not exceed 30% of the total share capital of the company before this non-public offering, and the final issuance number approved by the CSRC shall prevail. If the company’s shares have equity changes such as dividend distribution, share distribution, conversion of capital reserve into share capital, equity incentive and so on from the pricing benchmark date to the issuance date, the upper limit of the number of non-public offering shares will be adjusted accordingly. The final issuance quantity will be determined by the board of directors or the authorized person of the board of directors authorized by the general meeting of shareholders of the issuer through consultation with the sponsor (lead underwriter) of this issuance according to the issuance scheme approved by the CSRC.
After the withdrawal of affiliated supervisors, the number of non affiliated supervisors of the board of supervisors is less than half of the number of supervisors, and the board of supervisors is unable to make an effective resolution. The proposal is submitted to the general meeting of shareholders for deliberation.
6. Purpose of raised funds
The total amount of funds raised from this non-public offering of A-Shares shall not exceed [504.6 million] (including this amount). After deducting the issuance expenses, the net amount of funds raised shall be used to supplement the working capital.
After the withdrawal of affiliated supervisors, the number of non affiliated supervisors of the board of supervisors is less than half of the number of supervisors, and the board of supervisors is unable to make an effective resolution. The proposal is submitted to the general meeting of shareholders for deliberation.
7. Arrangement of sales restriction period
The shares subscribed by the subscribers of this non-public offering shall not be listed, traded or transferred within 36 months from the date of the end of this offering. The shares obtained from the non-public offering of the company by the issuing object due to the company’s distribution of stock dividends, capital reserve conversion, equity incentive and other circumstances shall also comply with the above share locking arrangements. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail.
After the withdrawal of affiliated supervisors, the number of non affiliated supervisors of the board of supervisors is less than half of the number of supervisors, and the board of supervisors is unable to make an effective resolution. The proposal is submitted to the general meeting of shareholders for deliberation.
8. Listing location
The shares issued this time will be listed and traded in Shenzhen Stock Exchange.
After the withdrawal of affiliated supervisors, the number of non affiliated supervisors of the board of supervisors is less than half of the number of supervisors, and the board of supervisors is unable to make an effective resolution. The proposal is submitted to the general meeting of shareholders for deliberation.
9. Accumulated undistributed profits
The accumulated undistributed profits before the issuance shall be shared by the new and old shareholders after the issuance according to the shareholding ratio after the issuance.
After the withdrawal of affiliated supervisors, the number of non affiliated supervisors of the board of supervisors is less than half of the number of supervisors, and the board of supervisors is unable to make an effective resolution. The proposal is submitted to the general meeting of shareholders for deliberation.
10. Validity period of this issuance resolution
The validity period of this issuance resolution is 12 months from the date when the company’s general meeting of shareholders deliberates and adopts this issuance plan. If national laws and regulations have new provisions on non-public offering of shares, the company will make corresponding adjustments according to the new provisions.
After the withdrawal of affiliated supervisors, the number of non affiliated supervisors of the board of supervisors is less than half of the number of supervisors, and the board of supervisors is unable to make an effective resolution. The proposal is submitted to the general meeting of shareholders for deliberation.
3、 Review the proposal on the stock plan of non-public development banks
After the withdrawal of affiliated supervisors, the number of non affiliated supervisors of the board of supervisors is less than half of the number of supervisors, and the board of supervisors is unable to make an effective resolution. The proposal is submitted to the general meeting of shareholders for deliberation.
4、 Review the proposal on the feasibility analysis report on the use of funds raised by non-public development banks
After the withdrawal of affiliated supervisors, the number of non affiliated supervisors of the board of supervisors is less than half of the number of supervisors, and the board of supervisors is unable to make an effective resolution. The proposal is submitted to the general meeting of shareholders for deliberation.
5、 Review the proposal on signing non-public development bank share subscription agreement with effective conditions and related party transactions with specific objects (related parties)
After the withdrawal of affiliated supervisors, the number of non affiliated supervisors of the board of supervisors is less than half of the number of supervisors, and the board of supervisors is unable to make an effective resolution. The proposal is submitted to the general meeting of shareholders for deliberation.
6、 Review the proposal on requesting the general meeting of shareholders to approve Geely maijie Investment Co., Ltd. and its persons acting in concert to be exempted from increasing the company’s shares by tender offer
After the withdrawal of affiliated supervisors, the number of non affiliated supervisors of the board of supervisors is less than half of the number of supervisors, and the board of supervisors is unable to make an effective resolution. The proposal is submitted to the general meeting of shareholders for deliberation.
7、 The proposal on the announcement that there is no need to prepare the report on the use of the previously raised funds was deliberated and adopted. This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
3 in favor, 0 against and 0 abstention.
8、 The proposal on the impact of the company’s non-public development of A-share diluted immediate return on the company’s main financial indicators and the measures to be taken by the company was deliberated and adopted
After the withdrawal of affiliated supervisors, the number of non affiliated supervisors of the board of supervisors is less than half of the number of supervisors, and the board of supervisors is unable to make an effective resolution. The proposal is submitted to the general meeting of shareholders for deliberation.
9、 The proposal on formulating the shareholder return plan for Zhejiang Qianjiang Motorcycle Co.Ltd(000913) the next three years (20222024) was deliberated and adopted
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
3 in favor, 0 against and 0 abstention.
10、 Deliberated and passed the proposal on Zhejiang Qianjiang Motorcycle Co.Ltd(000913) 2022 restricted stock incentive plan (Draft) and its summary
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
3 in favor, 0 against and 0 abstention.
11、 The proposal on the measures for the administration of the implementation and assessment of the incentive plan for restricted stocks in Zhejiang Qianjiang Motorcycle Co.Ltd(000913) 2022 was deliberated and adopted
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
3 in favor, 0 against and 0 abstention.
12、 The proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2022 was deliberated and adopted
3 in favor, 0 against and 0 abstention.
13、 Documents for future reference
Resolution of the 5th meeting of the 8th board of supervisors
It is hereby announced
Zhejiang Qianjiang Motorcycle Co.Ltd(000913) board of supervisors may 21, 2022
