Wuxi Lead Intelligent Equipment Co.Ltd(300450)
Announcement of resolutions of the 10th meeting of the 4th 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 notice of the 10th meeting of the Fourth Board of directors of Wuxi Lead Intelligent Equipment Co.Ltd(300450) (hereinafter referred to as “the company” or ” Wuxi Lead Intelligent Equipment Co.Ltd(300450) “) was sent by hand, e-mail and telephone on January 19, 2022, notifying all directors, supervisors and senior managers of the company. The meeting of the board of directors of the company was held on January 26, 2022 in the conference room on the 5th floor of the company in the form of a combination of on-site written open ballot and communication voting. There are 7 directors and 7 actual directors (including independent directors Ms. Zhang Mingyan, Mr. Zhao KANGYI and Mr. sun Qinglong voting by communication voting), Some senior managers of the company attended the meeting by means of communication. The convening, convening and number of directors participating in the voting of the board meeting of the company comply with the relevant provisions of the company law of the people’s Republic of China and other laws, administrative regulations, normative documents and the articles of association.
The meeting of the board of directors of the company was convened and presided over by Mr. Wang Yanqing, chairman of the company. The board of directors of the company strictly controlled the scope of insiders and fulfilled the obligation of confidentiality and prohibition of insider trading to all directors and senior managers participating in the meeting of the board of directors of the company.
The following resolutions were adopted at the meeting of the board of directors in the form of on-site written open ballot and communication voting:
1、 The proposal on the prediction of the company’s daily connected transactions in 2022 was deliberated and adopted
According to the needs of daily business operation, the company has estimated the daily related party transactions in 2022. In 2022, the total daily related party transactions between the company and related parties Contemporary Amperex Technology Co.Limited(300750) , Jiangsu Xindao venture capital partnership (limited partnership) and Jiangsu hengyuntai Information Technology Co., Ltd. are expected to be no more than 9125 million yuan. The daily related party transactions of the company in 2022 are expected to comply with the provisions of relevant laws and regulations and the company’s related party transaction system. The transaction pricing shall be determined by both parties through negotiation according to the market conditions, follow the principle of fairness and reasonableness, be objective and fair, and there is no damage to the rights and interests of the company and all shareholders.
The independent directors of the company issued their prior approval opinions and clear independent opinions on this proposal, and the company’s recommendation agency Citic Securities Company Limited(600030) issued special verification opinions. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Related directors Wang Yanqing, Wang Jianxin and Wang Lei avoid voting, and non related directors vote.
Voting result: 4 votes in favor; 0 votes against; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on applying for comprehensive credit line from banks was deliberated and adopted
Due to the needs of the company’s business strategy, the board of directors agreed that the company applied for comprehensive credit from 16 banks, including Bank Of China Limited(601988) Wuxi high tech Industrial Development Zone sub branch and Industrial And Commercial Bank Of China Limited(601398) Wuxi Xinwu sub branch, Comprehensive credit (including but not limited to working capital loan, bank acceptance bill, bill discount, trade financing, letter of credit, letter of guarantee, etc.) with a total credit line of no more than 11.7 billion yuan and 40 million US dollars (finally subject to the credit line actually approved by the bank), and the credit term is one year from the date of approval of the above matters and the signing of the credit contract, The specific financing amount will be determined according to the actual needs of the company’s daily working capital and the relevant provisions of the approval authority for the use of funds.
The board of directors of the company agrees to authorize Mr. Wang Yanqing, chairman of the board of directors, to sign contracts, agreements, vouchers and other legal documents related to the credit within the above credit line on behalf of the company, and all the legal and economic responsibilities arising therefrom shall be borne by the company.
For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting result: 7 votes in favor; 0 votes against; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and voting.
3、 The proposal on the company and its subsidiaries using idle self owned funds to purchase financial products was deliberated and passed. In order to improve the efficiency of working capital use and make rational use of funds, the company and its subsidiaries intend to use idle self owned funds with a maximum amount of no more than 2.8 billion yuan to purchase financial products for high security and Low risk investment products with good liquidity. The term of this investment is valid within one year from the date of deliberation and approval by the board of directors. The above maximum amount can be used by the company and its subsidiaries on a rolling basis within the term of validity of the resolution. At the same time, the board of directors is requested to authorize the chairman of the board of directors to exercise the investment decision-making power, and the person in charge of finance is responsible for the organization, implementation and management.
Independent directors have expressed independent opinions on the proposal. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting result: 7 votes in favor; 0 votes against; There were no abstentions.
4、 The proposal on providing guarantee for wholly-owned subsidiaries to apply for bank credit was deliberated and adopted
In order to better carry out the company’s business and meet the needs of operation and development, Zhuhai Titan New Power Electronics Co., Ltd., a wholly-owned subsidiary of the company, is allowed to apply for a loan from Agricultural Bank Of China Limited(601288) Zhuhai Gongbei sub branch and other 14 banks, with a total credit line of no more than (including) 4 billion yuan, and provide joint and several liability guarantee for a period of one year. Meanwhile, the company authorizes the chairman or the authorized agent designated by the chairman to handle relevant guarantee procedures and sign relevant legal documents within the financing line of this guaranteed credit. Titan new power is a wholly-owned subsidiary of the company. The company has absolute control over it, and the financial risk is within the scope of effective control. The guarantee provided by the company will not damage the interests of the company and shareholders.
Independent directors have expressed independent opinions on the proposal. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting result: 7 votes in favor; 0 votes against; There were no abstentions.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 Deliberated and adopted the proposal on carrying out forward foreign exchange settlement and sales business
It is agreed that the company and its subsidiaries carry out the forward foreign exchange settlement and sales business with the bank with their own funds with the amount of RMB 3 billion (or equivalent foreign currency), deposit a deposit of no more than 5% of the above business amount according to the requirements of the specific business contract, and provide a deposit pledge guarantee for the forward foreign exchange settlement and sales business, which shall be used within 12 months from the adoption of the resolution of the general meeting of shareholders. At the same time, the feasibility analysis report on the development of long-term foreign exchange settlement and sales business and the management system of long-term foreign exchange settlement and sales business prepared by the company were reviewed and approved.
The independent directors of the company issued clear independent opinions on this proposal, and the company’s recommendation agency Citic Securities Company Limited(600030) issued special verification opinions. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
6、 Deliberated and passed the proposal on repurchase and cancellation of some restricted shares
The original incentive objects of the company’s restricted stock incentive plan in 2018, Jia Jiawen, he Jianneng and other five people, left for personal reasons and did not meet the incentive conditions.
According to the relevant provisions of the 2018 equity incentive plan, the company plans to repurchase and cancel 27798 restricted shares that have been granted but not unlocked.
The independent directors of the company expressed their independent opinions on the proposal. The lawyer issued the corresponding legal opinion. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day. Voting result: 7 votes in favor; 0 votes against; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and voting.
7、 Deliberated and passed the proposal on changing registered capital
The total number of stock options exercised in the second exercise period of the first grant part and the first exercise period of the reserved grant part of the company’s stock option incentive plan in 2019 is 1568160, which was listed and circulated on September 27, 2021. The total share capital of the company was changed from 156225967 shares to 1563794217 shares, and the registered capital of the company was changed from 156225967 yuan to 1563794217 yuan.
In view of the fact that five former incentive objects of the company, such as Jia Jiawen and he Jianneng, have resigned for personal reasons and no longer meet the incentive conditions, the company plans to repurchase and cancel a total of 27798 restricted shares granted to the above-mentioned personnel but not lifted.
After the repurchase and cancellation of the above personnel restricted shares, the total share capital of the company was changed from 1563794217 shares to 1563766329 shares, and the registered capital of the company was changed from 1563794217 yuan to 1563766329 yuan.
Voting result: 7 votes in favor; 0 votes against; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and voting.
8、 Deliberated and passed the proposal on Amending the articles of Association
Due to the change of registered capital due to the cancellation of option exercise and restricted stock repurchase of the company, the company plans to
The directors attending the meeting agreed to amend the articles of association and authorized the management of the company to go through relevant registration and filing procedures. The revision of the articles of association shall be subject to the final approval and registration of the administrative department for Industry and commerce. For details, please refer to the comparison notes on the revision of the articles of association and the revised articles of Association published on the gem information disclosure website designated by the CSRC on the same day.
Voting result: 7 votes in favor; 0 votes against; There were no abstentions.
This proposal shall be submitted to the general meeting of shareholders for deliberation and voting.
9、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
In view of the relevant proposals of the board of directors of the company need to be submitted to the general meeting of shareholders of the company for deliberation and approval, the board of directors of the company decided to convene the first extraordinary general meeting of shareholders in 2022 on February 11, 2022 to review the above-mentioned relevant proposals. This extraordinary general meeting of shareholders was held by combining on-site voting and online voting.
For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting result: 7 votes in favor; 0 votes against; There were no abstentions.
It is hereby announced.
Wuxi Lead Intelligent Equipment Co.Ltd(300450) board of directors
January 27, 2022
