Securities code: 002452 securities abbreviation: Changgao Electric Group Co.Ltd(002452) Announcement No.: 2022-04 Changgao Electric Group Co.Ltd(002452)
Announcement of resolutions of the 18th meeting of the 5th 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.
The 18th meeting of the 5th board of directors of Changgao Electric Group Co.Ltd(002452) (hereinafter referred to as “the company”) was held on January 22, 2022 by on-site and communication voting. On January 17, 2022, the company notified all directors in the form of personal delivery, e-mail and fax. 9 directors should attend the meeting and 9 directors should attend the meeting in person. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The number of attendees, convening procedures and discussion contents of this meeting meet the requirements of the company law of the people’s Republic of China and the articles of association. The meeting was presided over by Mr. Ma Xiaowu, chairman of the company.
The directors attending the meeting discussed all the proposals considered at the meeting and voted by voting:
1. Deliberated and passed the proposal on the change of the company’s registered capital;
Due to the implementation of stock option incentive plan and non-public invoice stock scheme, the company issued additional new shares, the registered capital of the company increased by 85146785 yuan, and the registered capital of the company was changed from 529.4 million yuan to 614546785 yuan.
Voting results: 9 in favor, 0 against and 0 abstention, unanimously adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
2. Deliberated and passed the proposal on changing the business scope of the company;
It is agreed that the company will change its business scope according to the needs of production and operation and the provisions of relevant documents of Hunan provincial commercial bureau.
The business scope of the company has changed from the original “R & D, design, production, sales, technical consultation and system integration of high-voltage appliances, high-voltage and low-voltage complete sets of equipment and distribution boxes, power automation devices, equipment and software such as high-voltage switches, combination appliances and circuit breakers; manufacturing, construction, operation, technical service, R & D and sales of new energy vehicle spare parts, charging piles and vehicle charging equipment; new energy power generation; Power engineering design, general contracting, consulting, maintenance and construction; Distribution of electricity and power grid construction, operation and maintenance; Enterprise management services; Lease of self owned houses and mechanical equipment; Foreign contracted project business; Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that the state restricts the company to operate or prohibits the import and export. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) “
Changed to “general items: manufacturing of distribution switch control equipment; R & D of distribution switch control equipment; sales of distribution switch control equipment; manufacturing of mechanical and electrical equipment; sales of mechanical and electrical equipment; energy storage technical services; sales of intelligent transmission and distribution and control equipment; manufacturing of transmission, distribution and control equipment; Cecep Solar Energy Co.Ltd(000591) Power generation technology services; Wind power technology services; Power generation technology services; Foreign contracted projects; Motor vehicle charging sales; Operation of electric vehicle charging infrastructure; Non residential real estate leasing; Housing lease; business management; Enterprise management consulting; Import and export of goods; Technology import and export. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Licensed items: electrical installation services; Construction engineering design; Construction project construction; Power generation business, transmission business and power supply (distribution) business; Installation, maintenance and test of power transmission, power supply and receiving facilities. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments) “.
Voting results: 9 in favor, 0 against and 0 abstention, unanimously adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
3. Deliberated and passed the proposal on Amending the articles of Association;
Agree to amend Article 6 of Chapter I of the articles of association due to changes in the registered capital and business scope of the company; Article 13 of Chapter II; Article 19 of Chapter III is amended.
(1) Article 6 of Chapter I of the articles of association: “the registered capital of the company is 529.4 million yuan.” Revised as: “the registered capital of the company is 614546785 yuan”
(2) Article 13 of Chapter II of the articles of association: “Business scope of the company: R & D, design, production, sales, technical consultation and system integration of high-voltage appliances such as high-voltage switches, combination appliances and circuit breakers, high-voltage and low-voltage complete sets of equipment and distribution boxes, power automation devices, equipment and software; manufacturing of new energy vehicle spare parts, manufacturing, construction, operation, technical services, R & D and sales of charging piles and vehicle charging equipment ； New energy power generation; Power engineering design, general contracting, consulting, maintenance and construction; Distribution of electricity and power grid construction, operation and maintenance; Enterprise management services; Lease of self owned houses and mechanical equipment; Foreign contracted project business; Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that the state restricts the company to operate or prohibits the import and export. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) “
Revised as: “business scope of the company: general items: manufacturing of distribution switch control equipment; R & D of distribution switch control equipment; sales of distribution switch control equipment; manufacturing of mechanical and electrical equipment; sales of mechanical and electrical equipment; energy storage technical services; sales of intelligent transmission and distribution and control equipment; manufacturing of transmission and distribution and control equipment; Cecep Solar Energy Co.Ltd(000591) Power generation technology services; Wind power technology services; Power generation technology services; Foreign contracted projects; Motor vehicle charging sales; Operation of electric vehicle charging infrastructure; Non residential real estate leasing; Housing lease; business management; Enterprise management consulting; Import and export of goods; Technology import and export. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Licensed items: electrical installation services; Construction engineering design; Construction project construction; Power generation business, transmission business and power supply (distribution) business; Installation, maintenance and test of power transmission, power supply and receiving facilities. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) “
(3) Article 19 of Chapter III of the articles of association: “the total number of shares of the company is 529400000 shares, and the capital structure of the company is: 529400000 ordinary shares and 0 shares of other types.”
Revised as: “the total number of shares of the company is 614546785 shares, and the capital structure of the company is: 614546785 ordinary shares and 0 shares of other types.”
Voting results: 9 in favor, 0 against and 0 abstention, unanimously adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
4. Deliberated and passed the proposal on correction and retroactive adjustment of accounting errors in the early stage;
In order to more fairly reflect the company’s financial position and operating results and further improve the quality of accounting information, It is agreed that the company shall comply with the relevant provisions and requirements of the accounting standards for Business Enterprises No. 28 – changes in accounting policies and accounting estimates and correction of errors and the rules for the preparation of information disclosure of companies offering securities to the public No. 19 – correction and related disclosure of financial information of the CSRC, Correct the accounting errors in the early stage of the company’s equity investment in Zhejiang Fute Technology Co., Ltd., and retroactively adjust the relevant financial data.
Voting results: 9 in favor, 0 against and 0 abstention, unanimously adopted
The independent directors of the company have expressed independent opinions on this matter. The annual audit accounting institution issued special assurance opinions on this matter. The announcement on correction and retroactive adjustment of previous accounting errors (Announcement No.: 2022-07) was published on cninfo.com, securities times, China Securities News, Shanghai Securities News and Securities Daily on January 25, 2022.
5. The proposal on formulating the entrusted financial management system was deliberated and adopted;
Agree with the entrusted financial management system formulated by the company.
Voting results: 9 in favor, 0 against and 0 abstention, unanimously adopted
See cninfo.com on January 25, 2022 for details of entrusted financial management system.
6. Deliberated and passed the proposal on using idle self owned funds for entrusted financial management;
It is agreed that the company and its subsidiaries use some idle self owned funds for entrusted financial management, with a total amount of no more than RMB 300 million, including no more than RMB 100 million for a single purchase of entrusted financial products. Within this limit, the funds can be used on a rolling basis. In order to facilitate business development, the board of directors authorizes the management of the company to exercise the investment decision-making power. The validity period and authorization period of the business shall be valid for 12 months from the date when the proposal is considered and approved by the board of directors.
Voting results: 9 in favor, 0 against and 0 abstention, unanimously adopted
The independent directors of the company have expressed independent opinions on this proposal. The announcement on using idle self owned funds for entrusted financial management (Announcement No.: 2022-06) was published on cninfo.com, securities times, China Securities News, Shanghai Securities News and Securities Daily on January 25, 2022.
7. The proposal on the merger of Hunan Changgao new energy power Co., Ltd., a wholly-owned subsidiary of Hubei huawang Power Engineering Co., Ltd., was deliberated and adopted
Agree to give full play to the engineering design qualification advantages of Hubei huawang Power Engineering Co., Ltd. (hereinafter referred to as “huawang power”) and the project EPC advantages of Hunan Changgao new energy power Co., Ltd. (hereinafter referred to as “Changgao new energy power”) according to the company’s development strategy, integrate the company’s new energy business resources and optimize the company’s management structure, Huawang power, a wholly-owned subsidiary, absorbed and merged Changgao new energy power, a wholly-owned subsidiary. After the merger is completed, huawang power will continue to operate, the independent legal personality of Changgao new energy power will be cancelled, and all its assets, liabilities, businesses and personnel will be inherited by huawang power.
Voting results: 9 in favor, 0 against and 0 abstention, unanimously adopted
The announcement on absorption and merger between wholly-owned subsidiaries of the company (Announcement No. 2022-08) was published on cninfo.com, securities times, China Securities News, Shanghai Securities News and Securities Daily on January 25, 2022. The independent directors of the company have expressed independent opinions on this matter.
8. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
It is agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 by combining on-site and network. The on-site meeting time is 3 p.m. on February 18, 2022.
The notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-09) was published on cninfo.com, securities times, China Securities News, Shanghai Securities News and Securities Daily on January 25, 2022.
Voting results: 9 in favor, 0 against and 0 abstention, unanimously adopted.
It is hereby announced.
Documents for future reference:
Resolution of the 18th meeting of the 5th board of directors
Changgao Electric Group Co.Ltd(002452) board of directors January 25, 2022
