Securities code: 000727 securities abbreviation: Tpv Technology Co.Ltd(000727) Announcement No.: 2022-002
Announcement on resolutions of the fourth extraordinary meeting of the 10th 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.
Tpv Technology Co.Ltd(000727) (hereinafter referred to as “the company”) the notice of the fourth interim meeting of the 10th board of directors was notified by e-mail on January 13, 2022, and the meeting was held by video on January 18, 2022. The meeting should be attended by 9 directors and actually 9 directors. This meeting complies with the relevant provisions of the company law and the articles of association, and the meeting is legal and valid.
1、 The proposal on changing the accounting firm was deliberated and adopted
In order to ensure the independence and objectivity of the company’s audit work, and comprehensively consider the company’s business development and future audit needs, according to the proposal of the audit committee of the board of directors, the company plans to hire PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) to provide the company with the audit work of 2021 financial report and internal control, The audit fee is RMB 6.25 million (including internal control audit fee of RMB 1.95 million).
This proposal has been approved by independent directors in advance, and the independent directors have expressed their consent.
For details, the company posted on China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN) on the same day 2022-003 announcement on change of accounting firm disclosed on the.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
9 in favor, 0 against and 0 abstention.
2、 The proposal on signing the comprehensive financial cooperation agreement and related party transactions with China Electronic Finance Co., Ltd. was deliberated and adopted
In view of the long-term cooperation between the company and its related party China Electronics Finance Co., Ltd. (hereinafter referred to as “CLP finance”), the company’s major asset restructuring projects at the end of 2020 involve the transfer of piezoelectric crystals, touch display The equity of related subsidiaries such as magnetic material industry, the public listing and sale of flat panel display business and the cash purchase of 51% shares of Tpv Technology Co.Ltd(000727) Co., Ltd. have been completed. In order to smoothly connect the original deposit and loan amount in CLP finance, and comprehensively consider the actual situation of the new company after integration, such as financial status, cash flow status and future business development needs, After negotiation between the company and CLP finance, it is proposed to re sign the comprehensive financial cooperation agreement, adjust the maximum deposit balance on the capital settlement date to no more than RMB 500 million, and the comprehensive credit line to no more than RMB 500 million. The new agreement will take effect from the date of approval by the general meeting of shareholders of the company and will be valid for three years.
The board of directors authorizes the management of the company to sign the relevant documents of the loan, and the board of directors will no longer form resolutions one by one.
This transaction is a related party transaction. The related directors Mr. Xu Guofei, Mr. Li Jun, Mr. Sun Jie and Mr. Xu Guozhong abstained from voting, and the other directors unanimously agreed.
This proposal has been approved by independent directors in advance, and the independent directors have expressed their consent.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, the company posted on China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN) on the same day 2022-004 announcement on signing comprehensive financial service agreement and related party transactions with China Electronic Finance Co., Ltd.
5 in favor, 0 against and 0 abstention.
3、 The proposal on the prediction of daily connected transactions in 2022 was considered and adopted
In view of the actual needs of the company to carry out daily production and operation, it is expected that in 2022, daily related party transactions will occur with the actual controller China Electronics Information Industry Group Co., Ltd. (hereinafter referred to as “China Electronics”) and its affiliated enterprises, company associates and other related parties, involving the purchase of raw materials and finished products from related parties, the sale of raw materials and finished products, the provision of labor Accepting labor services, renting (renting) houses, licensing the use of trademarks, etc. (1) It is estimated that in 2022, the transaction amount of procurement (purchasing goods / receiving labor services) will not exceed RMB 2980.5 million, and the transaction amount of sales (selling goods / providing labor services) will not exceed RMB 1234 million. The specific business will be determined by the contracting parties after fair negotiation according to the general commercial terms, based on the principles of fairness, impartiality and openness and with reference to the market price; (2) It is expected that in 2022, there will be property leasing transactions with China Electronics and its subordinate enterprises from related parties, with a contract amount of about RMB 2.38 million; It is expected that in 2022, there will be property leasing transactions with associated enterprises to related parties, with a contract amount of about RMB 15.78 million; (3) In order to continue to obtain the legal use authorization of the “Great Wall” registered trademark, the company plans to sign an agreement with China Electronics on trademark authorization with the sales agent. The term of trademark authorization is from January 1, 2022 to December 31, 2024, and the maximum amount of trademark use fee in 2022 is RMB 840000.
The board of directors authorizes the management of the company to sign relevant agreements or contracts with related parties within the daily limit of related party transactions. This transaction is a connected transaction. The connected directors Mr. Xu Guofei, Mr. Li Jun, Mr. Sun Jie, Mr. Xu Guozhong and Mr. Yao Zhaonian abstained from voting, and the other directors unanimously agreed.
This proposal has been approved by independent directors in advance, and the independent directors have expressed their consent.
This proposal must be submitted to the general meeting of shareholders for deliberation.
For details, the company posted on China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN) on the same day 2022-005 announcement on Forecast of daily connected transactions in 2022 disclosed on the.
4 in favor, 0 against and 0 abstention.
4、 Determine relevant matters of the company’s first extraordinary general meeting in 2022
For details, please refer to China Securities Journal, securities times and http://www.cn.info.com.cn 2022-006 notice on convening the first extraordinary general meeting of shareholders in 2022. 9 in favor, 0 against and 0 abstention.
Tpv Technology Co.Ltd(000727) board of directors
January 19, 2022
