Guoguang Electric Company Limited(002045)
Announcement on resolutions of the 9th meeting of the 10th board of directors
Securities code: 002045 securities abbreviation: Guoguang Electric Company Limited(002045) No.: 2022-5
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
The board of directors of Guoguang Electric Company Limited(002045) (hereinafter referred to as “the company”) sent a notice of convening the ninth meeting of the 10th board of directors by e-mail on January 14, 2022, and held a meeting in the conference room of the company on January 16, 2022. There were 7 directors who should attend the meeting, and 7 actually attended the meeting, accounting for 100% of the number of directors. No director entrusted others to attend the meeting. The directors he Weicheng and Zheng Yamin attended the meeting on site. The Chairman Lu Hongda, vice chairman LAN Jia, and independent directors Yang Ge, Ji Zhibin and Wang Lu attended the meeting by means of communication. The meeting was presided over by Chairman Lu Hongda, and some supervisors and senior managers attended the meeting as nonvoting delegates. This meeting complies with the company law and other relevant laws, regulations, normative documents and the articles of association, and the voting is valid. After discussion at the meeting, the following proposals were adopted:
1. The proposal on joint investment in the establishment of Guangzhou zhidu universe Technology Co., Ltd. and related party transactions was deliberated and adopted by 5 votes in favor, 0 against and 0 abstention.
In order to promote the sustainable development of the company and continuously improve the layout of the company in the meta universe field, Guoguang Electric Company Limited(002045) (hereinafter referred to as ” Guoguang Electric Company Limited(002045) “, “the company” and “the company”) and Genimous Technology Co.Ltd(000676) (hereinafter referred to as ” Genimous Technology Co.Ltd(000676) ” Securities abbreviation: Genimous Technology Co.Ltd(000676) , securities code: 000676) Zhidu Group Co., Ltd. (hereinafter referred to as “zhidu group”) jointly signed the joint venture agreement on the establishment of Guangzhou zhidu Space Technology Co., Ltd. (hereinafter referred to as “joint venture agreement”) on January 16, 2022. Based on the principles of voluntariness, equality, mutual benefit and trustworthiness, with the goal of common development and long-term close cooperation, and through friendly negotiation, the parties jointly invested and established a joint venture Guangzhou zhidu universe Technology Co., Ltd. (tentative name, hereinafter referred to as “joint venture”, and the final name shall be subject to industrial and commercial registration). The registered capital of the joint venture is RMB 20 million, and the contribution method is cash, The company, Genimous Technology Co.Ltd(000676) and zhidu group account for 10%, 48% and 42% of the registered capital of the joint venture respectively. Zhidu group, Genimous Technology Co.Ltd(000676) and its persons acting in concert hold 140504745 shares of the company, accounting for 29.9978% of the total share capital of the company, and are the largest shareholder of the company; Genimous Technology Co.Ltd(000676) directly holds 53846999 shares of the company, accounting for 11.50% of the total share capital of the company; Zhidu group is the indirect controlling shareholder of the company. Mr. Lu Hongda, chairman and Mr. LAN Jia, vice chairman of the company are also the chairman and vice chairman of Genimous Technology Co.Ltd(000676) respectively. Therefore, zhidu group and Genimous Technology Co.Ltd(000676) are related parties of the company, and this transaction constitutes a related party transaction. Mr. Lu Hongda and Mr. LAN Jia, as affiliated directors of the company, avoided voting during the deliberation of the above proposal. The independent directors of the company approved the above proposal in advance and expressed their independent opinions. This connected transaction does not need to be submitted to the general meeting of shareholders of the company for deliberation, does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, and does not constitute a reorganization and listing.
For details, please refer to the company’s publication on cninfo.com on January 17, 2022（ http://www.cn.info.com.cn. ）Announcement on joint investment in the establishment of Guangzhou zhidu universe Technology Co., Ltd. and related party transactions (Announcement No.: 2022-6).
Guoguang Electric Company Limited(002045)
Board of directors
January 17, 2002
