Securities code: 300068 securities abbreviation: Zhejiang Narada Power Source Co.Ltd(300068) Announcement No.: 2022-005 Zhejiang Narada Power Source Co.Ltd(300068)
Announcement of resolutions of the 28th meeting of the 7th 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 are responsible for any false records, misleading statements or major omissions in the announcement.
The 28th meeting of the 7th board of directors of Zhejiang Narada Power Source Co.Ltd(300068) (hereinafter referred to as "the company") was held on January 25, 2022 by means of on-site and communication voting. On January 21, 2022, the company notified all directors by face-to-face service, e-mail or telephone. 9 directors should attend the meeting and 9 actually attended the meeting. The convening, convening and voting of the meeting comply with the relevant provisions of the company law of the people's Republic of China and the articles of association. The meeting was presided over by Mr. Wang haiguang, chairman of the company. The following proposals were considered and adopted at the meeting:
1、 The proposal on applying for comprehensive credit and financing lines from banks was deliberated and adopted
According to the needs of the company's production and operation, in 2022, the company and its subsidiaries intend to apply for a comprehensive credit and financing line with a total line of no more than RMB 11 billion equivalent (including a bill pool pledge financing line with a total line of no more than RMB 500 million equivalent) from the following banks, as follows:
1. The comprehensive credit line applied to Bank Of China Limited(601988) shall not exceed 1.5 billion yuan, of which the comprehensive credit line applied to Zhejiang branch of Bank of China Co., Ltd. shall not exceed 1 billion yuan, and the comprehensive credit line applied to Jieshou sub branch of Bank Of China Limited(601988) Co., Ltd. shall not exceed 500 million yuan.
2. Apply to the Zhejiang branch of the Export Import Bank of China for a comprehensive credit line of no more than 1 billion yuan.
3. Apply to Agricultural Bank Of China Limited(601288) Hangzhou Zheda sub branch for a comprehensive credit line of no more than 1 billion yuan.
4. The comprehensive credit line applied to Industrial And Commercial Bank Of China Limited(601398) shall not exceed 1.1 billion yuan, of which Industrial And Commercial Bank Of China Limited(601398) Hangzhou Zhaohui sub branch shall not exceed 800 million yuan and Jieshou sub branch of China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. shall not exceed 300 million yuan.
5. Apply to Shanghai Pudong Development Bank Co.Ltd(600000) Hangzhou branch Lin'an sub branch for a comprehensive credit line of no more than 600 million yuan.
6. The comprehensive credit line applied to Bank Of Hangzhou Co.Ltd(600926) and Bank Of Beijing Co.Ltd(601169) Hangzhou branch shall not exceed 500 million yuan, and the total amount shall not exceed 1 billion yuan.
7. The comprehensive credit line applied to China Construction Bank Corporation(601939) Hangzhou Xihu sub branch, Bank Of Communications Co.Ltd(601328) Zhejiang branch, China Citic Bank Corporation Limited(601998) Hangzhou branch, China Zheshang Bank Co.Ltd(601916) Hangzhou branch and Ping An Bank Co.Ltd(000001) Shenzhen Branch shall not exceed 300 million yuan, with a total of 1.5 billion yuan.
8. The comprehensive credit line applied to Hua Xia Bank Co.Limited(600015) shall not exceed 300 million yuan, of which the comprehensive credit line applied to Hangzhou branch of Huaxia Bank Co., Ltd. shall not exceed 200 million yuan and the comprehensive credit line applied to Fuyang Branch of Hua Xia Bank Co.Limited(600015) Co., Ltd. shall not exceed 100 million yuan.
9. The comprehensive credit line applied to China Everbright Bank Company Limited Co.Ltd(601818) shall not exceed 400 million yuan, of which the comprehensive credit line applied to China Everbright Bank Company Limited Co.Ltd(601818) Hangzhou branch shall not exceed 300 million yuan and the comprehensive credit line applied to Fuyang Branch of China China Everbright Bank Company Limited Co.Ltd(601818) Co., Ltd. shall not exceed 100 million yuan.
10. To Guangzhou Development Bank Co., Ltd. Hangzhou branch, China Minsheng Banking Corp.Ltd(600016) Hangzhou branch, Bank Of Shanghai Co.Ltd(601229) Hangzhou branch, China Merchants Bank Co.Ltd(600036) Hangzhou branch, Bohai Bank Co., Ltd. Hangzhou Economic Development sub branch, Huishang Bank Co., Ltd. Fuyang Jieshou sub branch, Anhui Jieshou Rural Commercial Bank Co., Ltd., Anhui Linquan Rural Commercial Bank Co., Ltd Fuyang Yingquan Rural Commercial Bank Co., Ltd. applies for a comprehensive credit line of no more than 200 million yuan, with a total of no more than 1.8 billion yuan.
11. The comprehensive credit line applied to Hangzhou branch of Postal Savings Bank of China, Bank Of Jiangsu Co.Ltd(600919) Hangzhou branch and Hefei Luyang branch of Jiujiang Bank Co., Ltd. shall not exceed 100 million yuan, with a total of no more than 300 million yuan.
12. Including but not limited to the above banks, in addition, banks can apply for a comprehensive credit line with a total of no more than 500 million yuan.
The above credit line and credit term shall be subject to the actual approval of each bank, including but not limited to loans (including working capital loans, fixed asset loans, restructuring supporting financing, M & A loans, etc.), trade financing, bank acceptance bills and other comprehensive credit business. The above credit line is not equal to the financing amount of the company, and the specific financing amount will be determined according to the actual needs of the company's working capital. Before the new annual credit line is approved by the board of directors of the company, the management of the company is authorized to temporarily implement the credit matters of the current year according to the total credit amount of the previous year. The board of directors of the company authorizes the legal representative and its authorized agent to sign relevant documents under the above credit financing and bill pool pledge financing on behalf of the company according to law.
Voting results: 9 in favor, 0 against and 0 abstention.
2、 The proposal on providing guarantees to subsidiaries in 2022 was deliberated and adopted
In accordance with the Shenzhen Stock Exchange GEM Listing Rules, the company's external guarantee management system and other relevant provisions, the total amount of guarantee the company intends to provide to subsidiaries within the scope of consolidated statements in 2022 shall not exceed 3.5 billion yuan, of which: (1) the guarantee to Hangzhou Nandu Power Technology Co., Ltd. shall not exceed 1.1 billion yuan; (2) Guarantee no more than RMB 50 million to Hangzhou Zhejiang Narada Power Source Co.Ltd(300068) Sales Co., Ltd; (3) Guarantee Anhui Huabo Renewable Resources Technology Co., Ltd. for no more than RMB 1.1 billion; (4) Guarantee no more than RMB 50 million to Wuhan Nandu New Energy Technology Co., Ltd; (5) Guarantee no more than RMB 300 million to Zhejiang Nandu Hongxin Power Technology Co., Ltd; (6) Guarantee no more than 50 million yuan to Hangzhou Nandu Trading Co., Ltd; (7) Guarantee Anhui Nandu Huabao New Material Technology Co., Ltd. for no more than 400 million yuan; (8) Guarantee no more than RMB 50 million to Sichuan Nandu Guojian new energy Co., Ltd; (9) Guarantee no more than RMB 100 million to Zhejiang Nandu energy Internet Co., Ltd; (10) The guarantee for Anhui Nandu Huatuo New Energy Technology Co., Ltd. shall not exceed 300 million yuan.
The guarantee scope includes but is not limited to applying for comprehensive credit, loans, acceptance bills, letters of credit, factoring, letter of guarantee, financial leasing and other financing businesses; The types of guarantee include but are not limited to joint and several liability guarantee, mortgage, pledge, etc. The above guarantee amount includes the new guarantee and the extension or renewal of the original guarantee. The actual guarantee amount shall be subject to the finally signed guarantee contract. The board of directors requested the general meeting of shareholders to authorize the management of the company to approve the provision of guarantee for each subsidiary and the adjustment of guarantee amount between subsidiaries within the scope of the expected guarantee amount, and authorize the general manager of the company to sign relevant agreements and documents.
The validity period of this guarantee limit is 12 months from the date of deliberation and approval of this item by the general meeting of shareholders. Before the new annual guarantee amount is approved by the extraordinary general meeting of shareholders of the company, the management of the company is authorized to temporarily implement the guarantee matters of the current year according to the total guarantee amount of the previous year.
There is no counter guarantee for the wholly-owned subsidiary this time. The holding subsidiary takes its assets as the counter guarantee, and charges 1% of the guarantee fee for the new guarantee contract signed by the holding subsidiary in 2022.
The independent directors of the company expressed their prior approval opinions and independent opinions on the matter. For details, see cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn./ ）Announcement on providing guarantees to subsidiaries in 2022 disclosed on the.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 The proposal on using idle self owned funds for cash management was deliberated and adopted
The board of directors agrees that the company will use idle self owned funds with a maximum amount of no more than 500 million yuan for cash management. The amount of funds can be used on a rolling basis within 12 months from the date of deliberation and approval by the board of directors. At the same time, the general manager of the company is authorized to decide on specific investment plans and sign relevant contracts and documents within the approved amount and validity period of the board of directors according to actual needs.
The independent directors of the company expressed their independent opinions on this. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn./ ）Announcement on cash management using idle self owned funds disclosed on.
Voting results: 9 in favor, 0 against and 0 abstention.
4、 The proposal on developing futures hedging business was deliberated and adopted
In order to reasonably avoid the risk of raw material procurement and product sales price in the company's production and operation, the company plans to carry out hedging business on products and raw materials related to production and operation business, avoid the risk of commodity price fluctuation, control the company's operation risk and achieve the goal of stable operation of the company. The board of directors agrees that the company and its subsidiaries use their own funds to carry out futures hedging business, and the total margin shall not exceed RMB 120 million, which can be recycled within the limit, and the business term shall be effective within one year after being deliberated and approved by the board of directors. The independent directors of the company expressed their independent opinions on this. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn./ ）The announcement on carrying out futures hedging business and the feasibility analysis report on carrying out futures hedging business disclosed on the.
Voting results: 9 in favor, 0 against and 0 abstention.
5、 The proposal on developing foreign exchange hedging business was deliberated and adopted
In order to effectively avoid and prevent foreign exchange market risks and prevent the adverse impact of large exchange rate fluctuations on the company's production and operation, the board of directors agreed that the company and its subsidiaries should carry out foreign exchange hedging business with an accumulated amount of no more than 1 billion yuan within 12 months from the date of deliberation and approval by the board of directors.
The independent directors of the company expressed their independent opinions on this. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn./ ）The announcement on carrying out foreign exchange hedging business and the feasibility analysis report on carrying out foreign exchange hedging business disclosed on the.
Voting results: 9 in favor, 0 against and 0 abstention.
6、 Proposal on cancellation of stock options not exercised in the first exercise period of stock options under the 2019 restricted stock and stock option incentive plan
The first exercise period of the company's stock option incentive plan is from January 14, 2021 to December 30, 2021, and the number of exercisable stock options in this exercise period is 9.91 million. As of December 30, 2021, the actual number of stock options exercised by incentive objects is 9.88 million, and the number of stock options not exercised is 30000. According to the relevant provisions of the company's stock option incentive plan, this part of stock options that are not exercised within the exercise period shall be cancelled by the company. The company will apply to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for the cancellation of the above stock options in accordance with relevant regulations.
The independent directors of the company expressed their independent opinions on this. For details, see the company's disclosure on cninfo.com, the information disclosure website designated by the China Securities Regulatory Commission on the gem（ http://www.cn.info.com.cn./ ）Announcement on cancellation of stock options not exercised in the first exercise period of stock options under the 2019 restricted stock and stock option incentive plan disclosed on the.
Voting results: 9 in favor, 0 against and 0 abstention.
7、 The proposal on changing the registered capital of the company and amending the articles of association was deliberated and adopted
As the total share capital of the company increased due to the exercise of stock options, Tianjian Certified Public Accountants (special general partnership) issued a capital verification report on the changes in share capital caused by the exercise of options (tianjianyan [2022] No. 9) on January 7, 2022. The total share capital of the company increased from 856525927 shares to 864870893 shares. The board of directors of the company agrees to amend the registered capital of the company and amend the corresponding provisions of the articles of association.
For details, please refer to cninfo.com, the information disclosure website designated by China Securities Regulatory Commission on GEM（ http://www.cn.info.com.cn./ ）Reference table for amendment of the articles of association.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
8、 The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The board of directors agreed to hold the second extraordinary general meeting of shareholders in 2022 at 14:00 on Friday, February 11, 2022 in the conference room of the company, No. 822, Wener West Road, Xihu District, Hangzhou, Zhejiang Province.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn./ ）Announcement on the notice of convening the second extraordinary general meeting of shareholders in 2022 disclosed on the.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Zhejiang Narada Power Source Co.Ltd(300068) board of directors
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