Focus on creating miracles and persistent achievement of dreams
Securities code: 300681 securities abbreviation: Zhuhai Enpower Electric Co.Ltd(300681) Announcement No.: 2022-005 Zhuhai Enpower Electric Co.Ltd(300681)
Announcement of resolutions of the 7th Meeting of the 3rd 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.
1、 Meetings of the board of directors
1. The notice of the seventh meeting of the third board of directors of Zhuhai Enpower Electric Co.Ltd(300681) (hereinafter referred to as "the company") was delivered to all directors by hand, telephone, fax and e-mail on January 20, 2022. The Notice includes relevant materials of the meeting and lists the time, content and method of the meeting.
2. The board meeting was held on January 25, 2022 in the conference room of the company, No. 6, Keji 6th Road, Tangjiawan Town, high tech Zone, Zhuhai, and the voting was conducted in the way of combination of on-site and communication.
3. There are 9 directors who should vote in this board meeting, and 9 actually vote.
4. The board of directors was presided over by Mr. Jiang Guibin, chairman of the board of directors, and some supervisors and senior managers of the company attended the board of directors as nonvoting delegates.
5. The convening, convening and voting procedures of this meeting comply with the company law of the people's Republic of China and other laws and regulations and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
(I) the proposal on the vision, mission and core values of the company was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes
In order to clarify the company's strategic direction, enhance the company's cohesion and centripetal force, and enhance all employees' sense of identity and belonging to the company, the board of directors agreed to update and issue the "vision, mission and core values" in line with the company's development after deliberation.
1. Vision
Focus on the new energy industry and strive to become a world-class overall solution for the power domain of new energy vehicles
Focus on creating miracles and persistent achievement of dreams
Suppliers, and make contributions to the realization of low-carbon, energy-saving, green and sustainable development of human society.
2. Mission
Focus on the challenges and pressures of customers, provide competitive dynamic domain solutions and services, continue to create maximum value for customers and assume more responsibilities for the society.
3. Core values
Customer centered, striver oriented, long-term hard work, open and enterprising, sincere and trustworthy, self-criticism.
(II) with 6 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on applying for bank comprehensive credit line and the controlling shareholder providing joint and several liability guarantee for the company was deliberated and adopted
Due to the company's daily business development and business needs, in order to meet its own capital needs, the board of directors approved the company to apply to China Merchants Bank Co.Ltd(600036) Zhuhai branch for a comprehensive credit line with an amount of no more than RMB 150 million for one year after deliberation. The final credit or loan line and term will be subject to the line and term actually approved by the bank.
Mr. Jiang Guibin, the controlling shareholder of the company, shall assume joint and several liability guarantee free of charge for the above financing matters. The above credit line is not equal to the actual financing amount of the company, and the actual financing amount shall be within the credit line, subject to the actual financing amount between the bank and the company. The comprehensive credit line can be recycled within the term.
The company authorizes the chairman to sign all legal documents within the above comprehensive credit line on behalf of the company. Jiang Guibin, Li Hongyu and Wei Biao, as affiliated directors, avoided voting.
For details on the application for comprehensive bank credit line and the joint and several liability guarantee provided by the controlling shareholder for the company, see the company's publication on cninfo.com.cn on January 25, 2022 Announcement on applying for bank comprehensive credit line and the controlling shareholder providing joint and several liability guarantee for the company (Announcement No.: 2022-006).
(III) the proposal on terminating the sale of real estate was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes
The second meeting of the third board of directors of the company deliberated and approved the proposal on the company's proposed sale of some real estate (for the specific information on the above-mentioned sale of some real estate, see the company on October 27, 2021)
Focus on creating miracles and persistent achievement of dreams
Published on cninfo (www.cn. Info. Com. CN.) It is proposed to sell the real estate located at No. 7, Keji Sixth Road, Tangjiawan Town, high tech Zone, Zhuhai (hereinafter referred to as the underlying asset) by looking for interested parties in the market and public listing. Up to now, the sale of the underlying assets has not reached the transaction conditions that meet the requirements of the board of directors, and the company has not signed the transaction agreement related to the underlying assets with any unit or individual.
After deliberation, the board of directors agreed to terminate the sale of the underlying assets, and the company can increase the credit through the mortgage of the real estate, so as to obtain a large amount of bank credit more quickly; According to the latest development strategy of the company, it is planned to reconstruct the property in the future to obtain higher production capacity.
The termination of the sale of assets will not have an adverse impact on the company's daily business activities, and there is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders.
(IV) the proposal on "Regulations on risk management of accounts receivable and provision for bad debts" was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes
In view of the fact that the company's current policies on risk management of accounts receivable and provision for bad debts have not adapted to the requirements of the new accounting standards and the actual situation of the company, the company has been reviewed by the board of directors in accordance with the relevant provisions of the accounting standards for business enterprises and the rules for the preparation of information disclosure of companies offering securities to the public No. 15 - General Provisions on Financial Reporting (revised in 2014), It is agreed to formulate the regulations on risk management of accounts receivable and provision for bad debts to clarify the criteria for determining the importance characteristics of accounts receivable, the evaluation and impairment test of risks at all levels, the recognition method and provision standard of bad debts, so as to make the relevant accounting policies of the company more operational. For details, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on January 25, 2022 Management regulations on risk management of accounts receivable and provision for bad debts of the company
(V) the proposal on withdrawing bad debt provision for some accounts receivable was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes
After deliberation, the board of directors considered that the company's provision for bad debts this time complies with the accounting standards for business enterprises and the provisions on the management of accounts receivable risk management and provision for bad debts and other relevant accounting policies, reflects the principle of accounting prudence, conforms to the actual situation of the company, fairly reflects the asset status of the company, and helps to provide more authentic and reliable accounting information, It is agreed to withdraw bad debt provision for some accounts receivable this time.
Independent directors expressed independent opinions on the provision for bad debts of some accounts receivable.
The details of the provision for bad debts of some accounts receivable are detailed in the company on January 25, 2022
Focus on creating miracles and persistent achievement of dreams
The journal is published on cninfo (www.cn. Info. Com. CN.) Announcement on withdrawing bad debt provision for some accounts receivable (Announcement No.: 2022-007).
(VI) the proposal on increasing registered capital, amending the articles of association and handling industrial and commercial change registration was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes
The incentive objects of the company's stock option incentive plan independently exercised 1.0102 million options from December 15, 2021 to December 31, 2021, increasing the total share capital of the company by 1.0102 million shares and the total share capital of the company from 75.60 million shares to 76.6012 million shares. After deliberation, the board of directors agreed to increase the registered capital of the company, amend the corresponding provisions of the articles of association, and submit to the general meeting of shareholders to authorize the board of directors of the company to go through the formalities related to industrial and commercial registration of changes.
This matter shall be approved by the general meeting of shareholders.
(VII) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes
According to the relevant provisions of the rules for the general meeting of shareholders of listed companies and the articles of association, the board of directors of the company, after deliberation, is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on February 11, 2022 to consider the proposal on increasing the registered capital, amending the articles of association and handling the registration of changes in industry and commerce.
For details of the first extraordinary general meeting of shareholders in 2022, please refer to the company's announcement on cninfo.com.cn on January 26, 2022 Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-008).
3、 Documents for future reference
1. Resolutions of the seventh meeting of the third board of directors of the company;
2. Independent opinions of independent directors on matters related to the seventh meeting of the third board of directors of the company.
It is hereby announced.
Zhuhai Enpower Electric Co.Ltd(300681) board of directors January 25, 2022
