1. Securities code: 600537 securities abbreviation: Eging Photovoltaic Technology Co.Ltd(600537) Announcement No.: 2022-003 Eging Photovoltaic Technology Co.Ltd(600537) the resolution of the 10th meeting of the seventh board of directors announced that the board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and integrity of its contents. The notice of the 10th meeting of the 7th board of directors of Eging Photovoltaic Technology Co.Ltd(600537) (hereinafter referred to as “the company”) was sent by e-mail on January 11, 2022. The meeting was held on January 17, 2022 in the conference room of Changzhou Eging Photovoltaic Technology Co.Ltd(600537) Technology Co., Ltd. by means of on-site communication. 9 directors attended the meeting and 9 actually attended. The meeting was presided over by the chairman, Mr. Li Jingwu, and the members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates, which was in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Securities Law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The relevant provisions of the Eging Photovoltaic Technology Co.Ltd(600537) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of the board of directors are legal and valid. The meeting deliberated and adopted the following resolutions: 1. The proposal on the company’s compliance with the conditions for non-public development of A-Shares was deliberated and adopted. In accordance with the requirements of the company law, the securities law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public development of shares of listed companies and other laws, regulations, rules and other normative documents, The board of directors carefully checked the actual operation of the company and related matters item by item in accordance with the relevant requirements and conditions of non-public offering of shares of listed companies, and considered that the company met the current relevant provisions on non-public offering of shares and met the conditions for non-public offering of shares. Related directors Li Jingwu, Zhang Ting, Chen Fang, Liu Qiang and Zhu Li avoided voting. Voting results: 4 in favor, 0 against and 0 abstention. The independent directors of the company expressed their prior approval opinions and independent opinions on the proposal. This proposal needs to be submitted to the general meeting of shareholders for deliberation. 2. The proposal on the company’s non-public offering of A-Shares in 2022 was deliberated and adopted item by item. In accordance with the provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, The board of directors of the company deliberated the non-public offering plan item by item: (1) types and par value of shares issued. The type of shares issued in this non-public offering is domestic listed RMB common shares (A shares), with a par value of RMB 1.00 per share. Related directors Li Jingwu, Zhang Ting, Chen Fang, Liu Qiang and Zhu Li avoided voting. Voting results: 4 in favor, 0 against and 0 abstention. (2) Mode and time of issuance: this issuance is conducted in the form of non-public issuance to specific objects. After being approved by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company will choose to issue within the specified period of validity. Related directors Li Jingwu, Zhang Ting, Chen Fang, Liu Qiang and Zhu Li avoided voting. Voting results: 4 in favor, 0 against and 0 abstention. (3) Issuing object and subscription method the issuing object of this non-public offering of shares is Shenzhen qinchengda Investment Management Co., Ltd. (hereinafter referred to as “qinchengda investment”). Qinchengda investment subscribes the shares of this non-public offering in cash. Related directors Li Jingwu, Zhang Ting, Chen Fang, Liu Qiang and Zhu Li avoided voting. Voting results: 4 in favor, 0 against and 0 abstention. (4) Issue price and pricing principle the issue price of this non-public offering is 3.70 yuan / share. The pricing benchmark date of the issuance is the announcement date of the resolution of the 10th meeting of the seventh board of directors (i.e. January 18, 2022). The issuing price of the non-public offering shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date. 3. Average stock trading price in the twenty trading days before the pricing benchmark date = total stock trading volume in the twenty trading days before the pricing benchmark date / total stock trading volume in the twenty trading days before the pricing benchmark date. In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, the issuance price of this non-public offering will be adjusted accordingly. Related directors Li Jingwu, Zhang Ting, Chen Fang, Liu Qiang and Zhu Li avoided voting. Voting results: 4 in favor, 0 against and 0 abstention. (5) The number of shares issued in this non-public offering is no more than 352 million shares (including this number), which does not exceed 30% of the total share capital before this offering. The final number of shares issued shall be subject to the number of shares approved by the CSRC. If the company’s shares are ex rights during the period from the resolution date of the board of directors to the issuance date, such as share distribution, allotment, conversion of capital reserve into share capital, etc., the number of shares issued this time will be adjusted accordingly in accordance with relevant regulations. If the total number of shares in this non-public offering is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares in this non-public offering will be adjusted accordingly. The final number of shares issued shall be subject to the number approved by the CSRC. Related directors Li Jingwu, Zhang Ting, Chen Fang, Liu Qiang and Zhu Li avoided voting. Voting results: 4 in favor, 0 against and 0 abstention. (6) After the completion of this non-public offering of shares during the lock up period, the shares subscribed by the issuing object shall not be listed, traded or transferred within 36 months from the date of completion of the offering. The shares acquired from the non-public offering of the company by the issuing object shall also comply with the above share locking arrangements due to the company’s distribution of stock dividends, conversion of capital reserve and other forms. If laws and regulations have other provisions on the lock-in period, such provisions shall prevail. After the expiration of the lock-in period, the reduction shall comply with laws, regulations and relevant provisions of the CSRC and Shanghai Stock Exchange. Related directors Li Jingwu, Zhang Ting, Chen Fang, Liu Qiang and Zhu Li avoided voting. Voting results: 4 in favor, 0 against and 0 abstention. 4 (7) amount and purpose of raised funds the total amount of funds raised by this non-public offering of shares shall not exceed 1302.4 million yuan. The net amount of the raised funds after deducting the issuance expenses is proposed to be used for the following projects: unit: RMB 10000 No. the total investment of the raised funds investment project is proposed to use the amount of the raised funds investment 1 Changzhou annual output of 5GW high efficiency Cecep Solar Energy Co.Ltd(000591) Component construction project 85650.62 70240.002 supplement working capital and repay interest bearing liabilities 60000.00 60000.00 in total 145650.62 130240.00 before the funds raised from this non-public offering are in place, the company will invest in advance with its own funds or self raised funds according to the actual progress of the investment project with raised funds, After the raised funds are in place, they shall be replaced in accordance with the procedures specified in relevant laws and regulations. If the net amount of funds raised this time is less than the total amount of funds to be invested in the above projects, within the scope permitted by relevant laws and regulations and authorized by the resolution of the general meeting of shareholders, the board of directors of the company has the right to adjust according to the actual amount of funds raised and the priorities of the projects, and finally decide the priority of the investment of funds raised and the specific investment amount of each project, The shortage of raised funds shall be solved by the company with self raised funds.
Related directors Li Jingwu, Zhang Ting, Chen Fang, Liu Qiang and Zhu Li avoided voting. Voting results: 4 in favor, 0 against and 0 abstention. (8) Listing place the shares of this non-public offering will apply for listing on the Shanghai Stock Exchange. Related directors Li Jingwu, Zhang Ting, Chen Fang, Liu Qiang and Zhu Li avoided voting. Voting results: 4 in favor, 0 against and 0 abstention. (9) Arrangements for the company’s accumulated undistributed profits before the completion of the offering the accumulated undistributed profits before the completion of the non-public offering shall be shared by the new and old shareholders of the company after the completion of the offering. Related directors Li Jingwu, Zhang Ting, Chen Fang, Liu Qiang and Zhu Li avoided voting. 5. Voting results: 4 in favor, 0 against and 0 abstention. (10) Period of validity of the resolution the resolution on this non-public offering shall be valid within 12 months from the date of deliberation and adoption of relevant proposals by the general meeting of shareholders of the company. Related directors Li Jingwu, Zhang Ting, Chen Fang, Liu Qiang and Zhu Li avoided voting. Voting results: 4 in favor, 0 against and 0 abstention. The independent directors of the company expressed their prior approval opinions and independent opinions on the proposal. All sub proposals of this proposal need to be submitted to the general meeting of shareholders of the company for deliberation item by item. 3、 The proposal on the company’s plan for non-public development of A-Shares in 2022 was deliberated and adopted. In accordance with the requirements of the company law, the securities law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public development of shares of listed companies and other laws, regulations, rules and other normative documents, The plan for non-public offering of A-Shares prepared by the company meets the requirements of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 25 – stock plan and issuance report of listed companies. Related directors Li Jingwu, Zhang Ting, Chen Fang, Liu Qiang and Zhu Li avoided voting. Voting results: 4 in favor, 0 against and 0 abstention. The independent directors of the company expressed their prior approval opinions and independent opinions on the proposal. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. For details of the proposal, please refer to the website of China Securities Journal, Shanghai Securities News, Securities Daily, securities times and Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）Plan for Eging Photovoltaic Technology Co.Ltd(600537) 2022 non-public Development Bank A shares on the. 4、 The proposal on the feasibility analysis report on the use of funds raised by non-public development of A-Shares in 2022 was reviewed and adopted. According to the requirements of laws, regulations, rules and other normative documents such as the company law, the securities law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public development of shares of listed companies and so on, The company has prepared the feasibility analysis report on the investment and 6 use of funds raised by non-public development banks’ A-share shares in Eging Photovoltaic Technology Co.Ltd(600537) 2022. Related directors Li Jingwu, Zhang Ting, Chen Fang, Liu Qiang and Zhu Li avoided voting. Voting results: 4 in favor, 0 against and 0 abstention. The independent directors of the company expressed their prior approval opinions and independent opinions on the proposal. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. For details of the proposal, please refer to the website of China Securities Journal, Shanghai Securities News, Securities Daily, securities times and Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）Feasibility analysis report on the use of funds raised by A-share non-public development banks in Eging Photovoltaic Technology Co.Ltd(600537) 2022. 5、 The proposal that the company is not required to prepare the report on the use of the previously raised funds was deliberated and adopted. Since the company has completed the non-public offering of shares in January 2015 and the raised funds have been received, the company has not raised funds through allotment of shares, additional issuance and convertible corporate bonds in the last five fiscal years (2016-2020). It has been five fiscal years since the arrival of the company’s previously raised funds. Therefore, according to the relevant provisions of the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of the CSRC, the company does not need to prepare the report on the use of the previously raised funds for this non-public offering of shares, nor does it need to hire people with securities An accounting firm with futures related business qualifications shall issue an assurance report on the use of the previously raised funds. Related directors Li Jingwu, Zhang Ting, Chen Fang, Liu Qiang and Zhu Li avoided voting. Voting results: 4 in favor, 0 against and 0 abstention. The independent directors of the company expressed their prior approval opinions and independent opinions on the proposal. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. For details of the proposal, please refer to the website of China Securities Journal, Shanghai Securities News, Securities Daily, securities times and Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）Announcement on Eging Photovoltaic Technology Co.Ltd(600537) that the company does not need to prepare the report on the use of the previously raised funds. 6、 Deliberated and adopted the proposal 7 on the company’s shareholder return planning for the next three years (2022-2024), in accordance with the relevant provisions of the CSRC’s guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2013] No. 43) and the notice on matters related to the further implementation of cash dividends of listed companies (zjf [2012] No. 37), The company has formulated the shareholder dividend return plan for the next three years (2022-2024). Related directors Li Jingwu, Zhang Ting, Chen Fang, Liu Qiang and Zhu Li avoided voting. Voting results: 4 in favor, 0 against and 0 abstention. The independent directors of the company expressed their prior approval opinions and independent opinions on the proposal. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. For details of the proposal, please refer to the website of China Securities Journal, Shanghai Securities News, Securities Daily, securities times and Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）Shareholders’ dividend return plan for Eging Photovoltaic Technology Co.Ltd(600537) the next three years (2022-2024) on. VII The proposal on diluting the immediate return of the company’s non-public development of A-share shares, taking filling measures and commitments of relevant subjects was deliberated and adopted. According to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and In accordance with the requirements of laws, regulations, rules and other normative documents such as the guiding opinions on matters related to IPO and refinancing, major asset restructuring and dilution of immediate return (CSRC announcement [2015] No. 31), the company has made a serious, prudent and objective analysis on the impact of this issuance on dilution of immediate return, It has also formulated measures for diluting the immediate return and filling in the non-public issuance of a shares, including the controlling shareholders and actual controlling shareholders of the company
