Securities code: 002196 securities abbreviation: Zhejiang Founder Motor Co.Ltd(002196) Announcement No.: 2022-007 Zhejiang Founder Motor Co.Ltd(002196)
Announcement of resolutions of the 9th meeting of the 7th board of supervisors
The company and all supervisors guarantee that the contents of the announcement are true, accurate and complete, and
Be liable for false records, misleading statements or major omissions in the.
The notice of the ninth meeting of the seventh board of supervisors of Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as “the company”) was sent by mail, fax or personal service on January 20, 2022. The meeting was held in Zhejiang Founder Motor Co.Ltd(002196) conference room on January 25, 2022 by combining on-site and communication. The supervisors attending the meeting are Mr. Liu Yu, Ms. Zhao Chuan and Ms. Ye Ting. The convening procedures of this meeting comply with the relevant provisions of the company law and the articles of association.
At this meeting, the following proposals were considered and voted by written vote:
1、 Deliberated the proposal on the company’s compliance with the conditions for non-public development of A-share shares
In accordance with the relevant provisions of relevant laws, regulations and normative documents such as the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies, the board of supervisors carefully compared with the relevant requirements of non-public offering of shares by listed companies, The company conducted a self-examination on the actual operation and related matters of the company item by item, and found that the company met the current relevant provisions on non-public offering of shares and met the conditions for non-public offering of shares.
Voting results: 3 in favor, 0 abstention and 0 against.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
2、 The proposal on the company’s non-public development of A-Shares in 2022 was reviewed item by item
vote. The details are as follows:
1. Type and par value of issued shares
The type of shares in this non-public offering is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
Voting results: 1 in favor, 0 abstention, 0 against and 2 withdrawal.
2. Issuing method and time
This offering is all in the form of non-public offering of shares to specific objects, and the company will choose an opportunity to issue shares within the validity period of obtaining the approval documents of the CSRC.
Voting results: 1 in favor, 0 abstention, 0 against and 2 withdrawal.
3. Issuing object and subscription method
The objects of this offering are no more than 35 specific investors, including the controlling shareholder of the company Zhuoyue automobile, as well as securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified overseas institutional investors and other legal persons in accordance with laws and regulations Natural persons or other institutional investors. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe with two or more funds under their management shall be regarded as one issuance object; If a trust and investment company is the issuing object, it can only subscribe with its own funds. The final offering object other than Zhuoyue automobile will be authorized by the general meeting of shareholders of the company. After obtaining the issuance approval document of the CSRC, the board of directors will negotiate with the sponsor (lead underwriter) of the offering according to the inquiry results in accordance with the relevant provisions of the CSRC and the conditions specified in the non-public offering plan. If national laws and regulations have new provisions on the issuing object of non-public offering of shares, the company will adjust according to the new provisions. All issuers will subscribe for the shares of this non-public offering in cash. Among them, the proposed subscription amount of Zhuoyue automobile is not less than 100 million yuan (including this amount) and not more than 300 million yuan (including this amount). Zhuoyue automobile does not participate in the market bidding process, but promises to accept the market bidding results and subscribe for the A shares of this non-public offering at the same price as other specific investors.
4. Pricing base date, pricing principle and issue price
This issuance adopts inquiry issuance. The pricing benchmark date of this offering is the first day of the issuance period of the company’s non-public offering. The price of this 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.
Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date.
The final issue price of this non-public offering will be negotiated and determined by the board of directors authorized by the general meeting of shareholders of the company with the sponsor (lead underwriter) of this offering according to the market inquiry in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities after the company obtains the approval document of the CSRC on this offering. Zhuoyue automobile, the controlling shareholder of the company, does not participate in the inquiry process of the pricing of this offering, but accepts the subscription inquiry results of other offering objects and subscribes for the shares of this non-public offering at the same price as other offering objects. If the issuing price of this issue cannot be generated through the above market inquiry, Zhuoyue automobile will subscribe for the shares of the company this time at the bottom price of this issue (80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date).
Voting results: 1 in favor, 0 abstention, 0 against and 2 withdrawal.
5. Number of issues
The number of A-Shares in this non-public offering shall not exceed 20% of the total share capital of the company before this offering. The total share capital of the company before issuance is 499444930 shares, that is, the upper limit of the number of shares issued this time is 99888986 shares (including this number), and the total amount of raised funds does not exceed 1 million yuan (including 1 million yuan). Among them, the subscription amount of excellence automobile shall not be less than 100 million yuan (including this amount) and not more than 300 million yuan (including this amount). The number of shares subscribed by Zhuoyue automobile shall be determined by dividing the subscription amount by the issuance price of the raised funds. If the tail of the issued number is less than 1 share, the non integer part shall be rounded off.
Within the scope of the above issuance quantity, the board of directors of the company is authorized by the general meeting of shareholders to negotiate with the sponsor (lead underwriter) of this issuance to determine the final issuance quantity according to the market conditions.
If the total number of shares and the total amount of funds raised in this non-public offering of A-Shares are adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares issued and the total amount of funds raised will be adjusted accordingly.
If the company’s shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the announcement date of the resolution of the board of directors on the non-public offering of A-Shares to the issuance date, and the total share capital before the issuance changes due to the implementation of employee equity incentive and other matters by the company, the upper limit of the number of shares issued this time will be adjusted accordingly.
Voting results: 1 in favor, 0 abstention, 0 against and 2 withdrawal.
6. Restricted period
After the completion of this non-public offering, the shares subscribed by Zhuoyue automobile shall not be transferred within 18 months from the date of issuance. The A shares of this non-public offering subscribed by other issuing objects shall not be transferred within six months from the date of issuance.
If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail. After the expiration of the lock-in period, the reduction of the company’s shares obtained by the object of this non-public offering due to this issuance shall also comply with the company law, the securities law and other laws, regulations, rules, normative documents, the relevant rules of Shenzhen Stock Exchange and the relevant provisions of the articles of Association. After the end of this non-public offering, the company’s shares increased due to the company’s bonus shares, the conversion of capital reserve into share capital and other reasons shall also comply with the above arrangement of the sales restriction period.
Voting results: 1 in favor, 0 abstention, 0 against and 2 withdrawal.
7. Listing location
After the expiration of the sales restriction period, the shares of this non-public offering will be listed and traded in Shenzhen Stock Exchange.
Voting results: 1 in favor, 0 abstention, 0 against and 2 withdrawal.
8. Purpose and amount of raised funds
The total amount of funds raised from this non-public offering of shares does not exceed 1 million yuan (including 1 million yuan). The net amount of funds raised after deducting the issuance expenses is intended to be used for the following projects:
Unit: 10000 yuan
No. project name total investment proposed to use raised funds
1. Annual output of 1.8 million sets of new energy vehicle drive motors 124224.30 70000.00
2. Expansion project of Lishui fangdezhiqu Application Technology Research Institute 10791.85 10000.00
3. Supplementary working capital 20000.00 20000.00
Total 155016.15 100000.00
After the raised funds are in place, if the actual net amount of raised funds after deducting the issuance expenses is less than the total amount of raised funds to be invested, the insufficient part shall be solved by the company with self raised funds. If the time when the raised funds are in place is inconsistent with the project implementation progress, the company can invest other funds first according to the actual situation, and replace the early investment according to the requirements and procedures of relevant laws and regulations after the raised funds are in place. The board of directors of the company will make corresponding adjustments to the investment projects and use arrangements of the raised funds according to the authorization of the general meeting of shareholders, changes in market conditions and the actual situation of the company.
Voting results: 1 in favor, 0 abstention, 0 against and 2 withdrawal.
9. Arrangement of accumulated undistributed profits
The accumulated undistributed profits of the company before the completion of this issuance shall be shared by the new and old shareholders after the completion of this issuance.
Voting results: 1 in favor, 0 abstention, 0 against and 2 withdrawal.
10. Validity period of this issuance resolution
The resolution of this non-public offering shall be valid within 12 months from the date when the relevant proposal of this offering is deliberated and adopted by the general meeting of shareholders of the company.
Voting results: 1 in favor, 0 abstention, 0 against and 2 withdrawal.
Since the number of non affiliated supervisors is less than 50% of the number of the board of supervisors after the affiliated supervisors avoid voting, the board of supervisors cannot form a resolution and directly submit it to the general meeting of shareholders for deliberation.
3、 The proposal on the company’s plan for non-public development of A-Shares in 2022 was reviewed
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public development of shares by listed companies and other laws, regulations and normative documents, the company plans to apply for non-public development of shares for this issuance, The company has prepared the A-share stock plan for non-public development banks in Zhejiang Founder Motor Co.Ltd(002196) 2022.
Liu Yu and Zhao Chuan, the related supervisors, avoided voting.
Voting results: 1 in favor, 0 abstention, 0 against and 2 withdrawal.
Since the number of non affiliated supervisors is less than 50% of the number of the board of supervisors after the affiliated supervisors avoid voting, the board of supervisors cannot form a resolution and directly submit it to the general meeting of shareholders for deliberation.
4、 The proposal on the company’s 2022 non-public development of A-share shares was reviewed
For this issuance, the company has prepared the feasibility analysis report on the use of funds raised by non-public Development Bank A shares.
Voting results: 3 in favor, 0 abstention and 0 against.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
5、 Deliberated the proposal on the company’s report on the use of the previously raised funds
In accordance with the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public development of shares by listed companies and the provisions on the report on the use of previously raised funds (Zheng Jian FA FA FA Zi [2007] No. 500), the company issued the report on the use of Zhejiang Founder Motor Co.Ltd(002196) previously raised funds; Grant Thornton Certified Public Accountants (special general partnership) issued the verification report on the use of Zhejiang Founder Motor Co.Ltd(002196) previously raised funds. After deliberation, the supervisors attending the meeting agreed to the contents of the report on the use of the company’s previously raised funds.
Voting results: 3 in favor, 0 abstention and 0 against.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
6、 Reviewed the proposal on the company’s 2022 non-public Development Bank A-share diluted immediate return to take filling measures and commitments of relevant subjects
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) Several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) and other relevant provisions, in order to protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, The company has carefully analyzed the impact of matters related to the non-public offering of A-Shares on the dilution of immediate return, and put forward specific measures to fill the return. The relevant subjects have made a commitment that the company’s measures to fill the return can be effectively fulfilled.
Voting results: 3 in favor, 0 abstention and 0 against.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
7、 Deliberated the proposal on opening a special account for raised funds
In accordance with the provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), in order to standardize the use and management of the funds raised by the company’s non-public offering of shares, the board of directors of the company agreed to open a special account for the raised funds of the non-public Development Bank for special storage and special use, The board of directors and the persons authorized by the board of directors are authorized to handle the opening procedures of the special account for raised funds and sign the supervision agreement for raised funds with the sponsor and the deposit bank of the special account for raised funds.
Voting results: 3 in favor, 0 abstention and 0 against.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
8、 The proposal on the company’s 2022 non-public development of A-Shares involving related party transactions was reviewed item by item
Liu Yu and Zhao Chuan, related supervisors
