Securities code: Zhejiang Qianjiang Motorcycle Co.Ltd(000913) securities abbreviation: Zhejiang Qianjiang Motorcycle Co.Ltd(000913) Announcement No.: 2022019
Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
Announcement of resolutions of the 6th meeting of the 8th 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 material omissions.
Zhejiang Qianjiang Motorcycle Co.Ltd(000913) the sixth meeting of the eighth board of directors was sent to all directors by fax and personal service on May 16, 2022, and was held on site on May 20, 2022.
There are 9 directors in the meeting, including Mr. Xu Zhihao, Mr. Yang Jian, Ms. Huang Haiyan, Mr. Xu Bing, Mr. Guo Dongshao, Mr. Liu Wenjun, Mr. Xu Bo, Ms. Liu Xin and Mr. Jin Guanxing. All supervisors, namely Mr. Ye Weilie, Mr. Peng Jiahu and Mr. Li Jinhui, as well as senior managers of the company, namely Mr. Wu Pinghui, deputy general manager, Mr. Wang Haibin, Secretary of the board of directors, Mr. Jiang Chuanmin, chief financial officer and Mr. Cai Liangzheng, chief engineer, attended the meeting as nonvoting delegates. The meeting complies with the relevant provisions of the company law and the articles of association.
The meeting was presided over by Mr. Xu Zhihao, chairman of the board, and 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.
9 in favor, 0 against and 0 abstention.
The independent directors of the company have issued prior approval opinions and independent opinions without objection on matters related to this proposal.
2、 The proposal on the company’s non-public stock development plan was deliberated and adopted one by one
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.
This proposal constitutes a related party transaction, and the related directors Mr. Xu Zhihao, Mr. Yang Jian, Ms. Huang Haiyan, Mr. Xu Bing and Mr. Guo Dongshao avoided voting on this proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
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.
This proposal constitutes a related party transaction, and the related directors Mr. Xu Zhihao, Mr. Yang Jian, Ms. Huang Haiyan, Mr. Xu Bing and Mr. Guo Dongshao avoided voting on this proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
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.
This proposal constitutes a related party transaction, and the related directors Mr. Xu Zhihao, Mr. Yang Jian, Ms. Huang Haiyan, Mr. Xu Bing and Mr. Guo Dongshao avoided voting on this proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
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)
This proposal constitutes a related party transaction, and the related directors Mr. Xu Zhihao, Mr. Yang Jian, Ms. Huang Haiyan, Mr. Xu Bing and Mr. Guo Dongshao avoided voting on this proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
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 are not publicly issued on the pricing benchmark date, the upper limit of the number of 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.
This proposal constitutes a related party transaction, and the related directors Mr. Xu Zhihao, Mr. Yang Jian, Ms. Huang Haiyan, Mr. Xu Bing and Mr. Guo Dongshao avoided voting on this proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
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.
This proposal constitutes a related party transaction, and the related directors Mr. Xu Zhihao, Mr. Yang Jian, Ms. Huang Haiyan, Mr. Xu Bing and Mr. Guo Dongshao avoided voting on this proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
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.
This proposal constitutes a related party transaction, and the related directors Mr. Xu Zhihao, Mr. Yang Jian, Ms. Huang Haiyan, Mr. Xu Bing and Mr. Guo Dongshao avoided voting on this proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
8. Listing location
The shares issued this time will be listed and traded in Shenzhen Stock Exchange.
This proposal constitutes a related party transaction, and the related directors Mr. Xu Zhihao, Mr. Yang Jian, Ms. Huang Haiyan, Mr. Xu Bing and Mr. Guo Dongshao avoided voting on this proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
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.
This proposal constitutes a connected transaction, and the connected directors are Mr. Xu Zhihao, Mr. Yang Jian, Ms. Huang Haiyan and Mr. Xu Bing
Voting results: 4 in favor, 0 against and 0 abstention.
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.
This proposal constitutes a related party transaction, and the related directors Mr. Xu Zhihao, Mr. Yang Jian, Ms. Huang Haiyan, Mr. Xu Bing and Mr. Guo Dongshao avoided voting on this proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
The independent directors of the company have issued prior approval opinions and independent opinions without objection on matters related to this proposal.
3、 Deliberated and passed the proposal on the stock plan of non-public development banks
This proposal constitutes a related party transaction, and the related directors Mr. Xu Zhihao, Mr. Yang Jian, Ms. Huang Haiyan, Mr. Xu Bing and Mr. Guo Dongshao avoided voting on this proposal.
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
4 in favor, 0 against and 0 abstention.
The independent directors of the company have issued prior approval opinions and independent opinions without objection on matters related to this proposal.
4、 The proposal on the feasibility analysis report on the use of funds raised by non-public development banks was considered and passed. The proposal constituted a connected transaction, and the connected directors Mr. Xu Zhihao, Mr. Yang Jian, Ms. Huang Haiyan, Mr. Xu Bing and Mr. Guo Dongshao avoided the voting of the proposal.
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
4 in favor, 0 against and 0 abstention.
The independent directors of the company have issued prior approval opinions and independent opinions without objection on matters related to this proposal.
5、 The proposal on signing non-public development bank share subscription agreement with effective conditions and related party transactions with specific objects (related parties) was deliberated and adopted
This proposal constitutes a related party transaction, and the related directors Mr. Xu Zhihao, Mr. Yang Jian, Ms. Huang Haiyan, Mr. Xu Bing and Mr. Guo Dongshao avoided voting on this proposal.
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
4 in favor, 0 against and 0 abstention.
The independent directors of the company have issued prior approval opinions and independent opinions without objection on matters related to this proposal.
6、 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 holding more shares of the company by tender offer was deliberated and adopted
This proposal constitutes a related party transaction, and the related directors Mr. Xu Zhihao, Mr. Yang Jian, Ms. Huang Haiyan, Mr. Xu Bing and Mr. Guo Dongshao avoided voting on this proposal.
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
4 in favor, 0 against and 0 abstention.
The independent directors of the company have issued prior approval opinions and independent opinions without objection on matters related to this proposal. 7、 Deliberated and passed the proposal on the announcement that there is no need to prepare the report on the use of the previously raised funds
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
9 in favor, 0 against and 0 abstention.
The independent directors of the company have issued prior approval opinions and independent opinions without objection on matters related to this proposal. 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
This proposal constitutes a related party transaction, and the related directors Mr. Xu Zhihao, Mr. Yang Jian, Ms. Huang Haiyan, Mr. Xu Bing and Mr. Guo Dongshao avoided voting on this proposal.
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
4 in favor, 0 against and 0 abstention.
The independent directors of the company have issued prior approval opinions and independent opinions without objection on matters related to this proposal. 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.
9 in favor, 0 against and 0 abstention.
The independent directors of the company have issued prior approval opinions and independent opinions without objection on matters related to this proposal. 10、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle specific matters related to the non-public development of shares was deliberated and adopted
This proposal constitutes a related party transaction, and the related directors Mr. Xu Zhihao, Mr. Yang Jian, Ms. Huang Haiyan, Mr. Xu Bing and Mr. Guo Dongshao avoided voting on this proposal.
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
4 in favor, 0 against and 0 abstention.
The independent directors of the company have issued prior approval opinions and independent opinions without objection on matters related to this proposal. 11、 Deliberated and passed the proposal on Zhejiang Qianjiang Motorcycle Co.Ltd(000913) 2022 restricted stock incentive plan (Draft) and its summary
This proposal constitutes a connected transaction, and Mr. Guo Dongshao, a connected director, avoided voting on this proposal.
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
8 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed independent opinions without objection on matters related to this proposal.
12、 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 constitutes a connected transaction, and Mr. Guo Dongshao, a connected director, avoided voting on this proposal.
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
8 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed independent opinions without objection on matters related to this proposal.
13、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2022 was deliberated and adopted
This proposal constitutes a connected transaction, and Mr. Guo Dongshao, a connected director, avoided voting on this proposal.
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
8 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed independent opinions without objection on matters related to this proposal.
14、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
9 in favor, 0 against and 0 abstention.
15、 Documents for future reference
Resolution of the 6th meeting of the 8th board of directors of the company
It is hereby announced.
Zhejiang Qianjiang Motorcycle Co.Ltd(000913) board of directors
