Securities code: 002937 securities abbreviation: Ningbo Sunrise Elc Technology Co.Ltd(002937) Announcement No.: 2022-004 Ningbo Sunrise Elc Technology Co.Ltd(002937)
Announcement on resolutions of the 17th meeting of the third board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Convening of board meeting
Ningbo Sunrise Elc Technology Co.Ltd(002937) (hereinafter referred to as “the company”) the notice of the 17th meeting of the third board of directors was sent to all directors of the company by e-mail on January 17, 2022, and the meeting was held by on-site combined with communication voting on January 20, 2022. There are 11 directors who should attend the meeting and 11 actually attended the meeting. The convening, convening and voting procedures of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
After deliberation and voting by the directors present, the following proposals were unanimously adopted:
1. The proposal on investment and establishment of joint ventures and related party transactions was deliberated and adopted
It is agreed that the company, Ningbo Ruijing Enterprise Management Co., Ltd. and Qin Maohua jointly invest and establish “Ningbo anajie New Energy Technology Co., Ltd. (Preparatory)” (tentative name, actual subject to industrial and commercial registration, hereinafter referred to as the “joint venture”) to engage in the heat management business of new energy vehicles. The registered capital of the joint venture is 50 million yuan, of which the company subscribed 32.5 million yuan and holds 65% of the equity of the joint venture.
This transaction constitutes a connected transaction, but does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. Related directors Mr. Zhang Zhongliang, Mr. Chen Songjie, Ms. Zhang Hongman and Ms. Zhang Ruiqi abstained from voting.
Voting results: 7 valid votes, 7 affirmative votes, 0 negative votes, 0 abstention votes and 4 avoidance votes.
This related party transaction does not need to be submitted to the general meeting of shareholders for deliberation.
The independent directors have expressed their prior approval opinions and clearly agreed independent opinions on the matter.
For details, the company published in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on January 20, 2022 Announcement on investment and establishment of joint ventures and related party transactions on the.
2、 Documents for future reference
1. Resolutions of the 17th meeting of the third board of directors;
2. Independent opinions of the company’s independent directors on relevant deliberations at the 17th meeting of the third board of directors;
3. The prior approval opinions of the independent directors of the company on the matters considered at the 17th meeting of the third board of directors;
It is hereby announced.
Ningbo Sunrise Elc Technology Co.Ltd(002937) board of directors January 20, 2022
