Securities code: 002192 securities abbreviation: Youngy Co.Ltd(002192) Announcement No.: 2022-002 Youngy Co.Ltd(002192)
Announcement on the resolutions of the 24th Meeting of the 7th 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 board of directors was convened by Mr. LV Xiangyang, chairman of the board of directors. The notice of the meeting was sent simultaneously by e-mail and SMS on January 21, 2022.
2. The meeting of the board of directors was held at 14:30 p.m. on January 26, 2022 in the company's conference room by combining on-site and communication.
3. Six directors should be present at the board meeting, and six actually attended, representing 100% of the directors with voting rights. 4. The board of directors was presided over by Chairman LV Xiangyang, and all supervisors and senior managers attended the board of directors as nonvoting delegates.
5. The convening and convening of the board of directors comply with the provisions of the company law of the people's Republic of China and the Youngy Co.Ltd(002192) articles of association.
2、 Deliberations of the board meeting
1. The proposal on the prediction of daily connected transactions in 2022 was deliberated and adopted
Based on the needs of daily production and operation, the company (including subsidiaries within the scope of consolidated statements) plans to cooperate with related parties Hefei Rongjie Metal Technology Co., Ltd. (hereinafter referred to as "Rongjie metal"), Hefei Rongjie Energy Materials Co., Ltd. (hereinafter referred to as "Rongjie energy"), Chengdu Rongjie lithium Technology Co., Ltd. (hereinafter referred to as "Chengdu Rongjie lithium") Byd Company Limited(002594) (including its subsidiaries within the scope of merger) (hereinafter referred to as " Byd Company Limited(002594) ") has daily related party transactions for purchasing raw materials or selling goods, with an estimated total amount of no more than 2150 million yuan. The transaction contract is valid within one year from the date of approval by the general meeting of shareholders of the company.
Rongjie metal, Rongjie energy and Chengdu Rongjie lithium are all joint-stock enterprises of the company and are controlled by the controlling shareholder Rongjie Investment Holding Group Co., Ltd. (hereinafter referred to as "Rongjie group"); Mr. LV Xiangyang, the actual controller, chairman and President of the company, served as the vice chairman of Byd Company Limited(002594) . According to the relevant provisions of article 6.3.3 of the stock listing rules, Rongjie metal, Rongjie energy, Chengdu Rongjie lithium and Byd Company Limited(002594) are all related parties of the company, and the transactions between the company and the above related parties constitute related party transactions.
Mr. LV Xiangyang, Mr. Zhang Shunxiang and Mr. Xie Yegen, the related directors of this proposal, avoided voting.
In accordance with the provisions of the stock listing rules, the guidelines for self regulatory supervision of listed companies and the articles of association, this proposal shall be submitted to the general meeting of shareholders for deliberation, and the affiliated shareholder Rongjie group and its persons acting in concert shall avoid voting when the general meeting of shareholders deliberates this proposal.
More detailed information about the company's daily connected transactions in 2022 is disclosed in China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN) on the same day Announcement on the forecast of daily connected transactions in 2022 (Announcement No.: 2022-003).
The independent directors issued their prior approval opinions and agreed independent opinions, which are disclosed on cninfo.com.cn on the same day Prior approval letter of Youngy Co.Ltd(002192) independent directors on relevant matters considered at the 24th Meeting of the seventh board of directors and independent opinions of Youngy Co.Ltd(002192) independent directors on relevant matters considered at the 24th Meeting of the seventh board of directors.
Voting results: 3 in favor, 0 against and 0 abstention.
2. The proposal on the amount of financial support and guarantee provided by the controlling shareholders and actual controllers for the company in 2022 was deliberated and adopted
In order to support the company's production, operation and project construction in 2022, the controlling shareholder and actual controller of the company plan to provide the company (including subsidiaries within the scope of consolidated statements) with a total amount of 1.2 billion yuan of financial assistance and guarantee. Among them, the amount of financial assistance shall not exceed 500 million yuan, and the fund occupation fee shall be calculated and paid according to the loan interest rate of the financial institution that obtains the funds in the same period; The guarantee amount shall not exceed 700 million yuan, which shall be provided free of charge. The above total amount refers to the maximum amount of financial assistance and guarantee provided by the controlling shareholder and the actual controller to the company. The financial assistance can be carried out by means of direct provision of funds, entrusted loans, agency payments, etc. The aforesaid total amount of financial assistance and guarantee shall be valid within one year from the date of approval by the general meeting of shareholders.
Mr. LV Xiangyang, Mr. Zhang Shunxiang and Mr. Xie Yegen, the related directors of this proposal, avoided voting.
In accordance with the provisions of the stock listing rules, the guidelines for self regulatory supervision of listed companies and the articles of association, this proposal shall be submitted to the general meeting of shareholders for deliberation, and the affiliated shareholder Rongjie group and its persons acting in concert shall avoid voting when the general meeting of shareholders deliberates this proposal.
More detailed information about the amount of financial assistance and guarantee provided by the controlling shareholders and actual controllers for the company in 2022 is disclosed in China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN) on the same day Announcement on the amount of financial assistance and guarantee provided by controlling shareholders and actual controllers for the company in 2022 (Announcement No.: 2022-004).
The independent directors issued their prior approval opinions and agreed independent opinions, which are disclosed on cninfo.com.cn on the same day Prior approval letter of Youngy Co.Ltd(002192) independent directors on relevant matters considered at the 24th Meeting of the seventh board of directors and independent opinions of Youngy Co.Ltd(002192) independent directors on relevant matters considered at the 24th Meeting of the seventh board of directors.
Voting results: 3 in favor, 0 against and 0 abstention.
3. The proposal on the prediction of guarantee amount for holding subsidiaries in 2022 was deliberated and adopted. Based on the needs of production, operation and business development, the company plans to provide guarantee for the comprehensive bank credit of holding subsidiaries Changhe lithium and Dongguan Derui, with a total guarantee amount of no more than 200 million yuan. The transaction contract is valid within one year from the date of approval by the general meeting of shareholders. The asset liability ratio of the above two subsidiaries did not exceed 70%, and other shareholders did not provide guarantees with the same conditions according to the proportion of capital contribution.
As other shareholders of Dongguan Derui failed to provide guarantee with the same conditions for Dongguan Derui according to the proportion of capital contribution, and other shareholders were related parties of the company, the company unilaterally provided guarantee liability exceeding the shareholding proportion for Dongguan Derui, the holding subsidiary, which constituted a related party transaction, and the related directors Mr. LV Xiangyang, Mr. Zhang Shunxiang and Mr. Xie Yegen avoided voting.
In accordance with the provisions of the stock listing rules, the guidelines for self regulation of listed companies and the articles of association, this proposal shall be submitted to the general meeting of shareholders for deliberation, and the affiliated shareholder Rongjie Group Co., Ltd. and its persons acting in concert shall avoid voting when the general meeting of shareholders deliberates this proposal.
More detailed information about the expected guarantee amount for the holding subsidiary is disclosed in the securities times, China Securities News and cninfo (www.cn. Info. Com. CN) on the same day Announcement on the prediction of guarantee amount for holding subsidiaries in 2022 (Announcement No.: 2022-005).
The independent directors issued their prior approval opinions and agreed independent opinions, which are disclosed on cninfo.com.cn on the same day Independent opinions of Youngy Co.Ltd(002192) independent directors on relevant matters considered at the 24th Meeting of the seventh board of directors.
Voting results: 3 in favor, 0 against and 0 abstention.
4. In order to support the development of lithium battery equipment business of the company and meet the needs of capital turnover and daily operation of the subsidiary, the company plans to provide financial assistance of no more than 100 million yuan to Dongguan Derui, the holding subsidiary, and the transaction contract is valid within one year from the date of approval by the general meeting of shareholders. The above financial assistance can be provided in the form of funds, entrusted loans, agency payments, etc., and the fund occupation fee shall be calculated and paid according to the loan interest rate of the financial institution that the company obtains the funds in the same period. Dongguan Derui's asset liability ratio does not exceed 70%, and other shareholders do not provide financial assistance with the same conditions according to the proportion of capital contribution.
Because other shareholders of Dongguan Derui failed to provide financial assistance with the same conditions for Dongguan Derui according to the proportion of capital contribution, and they were all related parties of the company, the company unilaterally provided financial assistance exceeding the shareholding proportion for Dongguan Derui, the holding subsidiary, which constituted a related party transaction. Related directors LV Xiangyang, Mr. Zhang Shunxiang and Mr. Xie Yegen avoided voting. In accordance with the provisions of the stock listing rules, the guidelines for self regulatory supervision of listed companies and the articles of association, this proposal shall be submitted to the general meeting of shareholders for deliberation, and the affiliated shareholder Rongjie group and its persons acting in concert shall avoid voting when the general meeting of shareholders deliberates this proposal.
More detailed information on the amount of financial assistance provided to the holding subsidiary is disclosed in the securities times, China Securities News and cninfo (www.cn. Info. Com. CN) on the same day Announcement on the amount of financial assistance for holding subsidiaries in 2022 (Announcement No.: 2022-006).
The independent directors issued their prior approval opinions and agreed independent opinions, which are disclosed on cninfo.com.cn on the same day Independent opinions of Youngy Co.Ltd(002192) independent directors on relevant matters considered at the 24th Meeting of the seventh board of directors.
Voting results: 3 in favor, 0 against and 0 abstention.
5. The proposal on using idle self owned funds for entrusted financial management plan in 2022 was reviewed and adopted. The board of directors agreed that the company could use idle self owned funds to choose the opportunity to buy financial products with high safety, good liquidity and controllable risk. The cumulative rolling amount of the entrusted financial management plan shall not exceed RMB 100 million, and the financial management contract shall be valid within one year from the date of approval by the board of directors.
According to the stock listing rules and the articles of association, this proposal is within the approval authority of the board of directors. For more detailed information about using idle self owned funds for entrusted financial management plan, please refer to the disclosure on the same day in China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) Announcement on using idle self owned funds for entrusted financial management plan in 2022 (Announcement No.: 2022-007). The independent directors expressed their independent opinions, which were disclosed on cninfo.com.cn on the same day Independent opinions of Youngy Co.Ltd(002192) independent directors on relevant matters considered at the 24th Meeting of the seventh board of directors.
Voting results: 6 in favor, 0 against and 0 abstention.
6. The proposal on applying for comprehensive credit line from the bank was deliberated and adopted
Based on the needs of production, operation and business development, the company plans to apply to China Merchants Bank Co.Ltd(600036) Guangzhou Branch for a comprehensive credit line of RMB 50 million (exposure), with a credit term of one year, which is guaranteed by the controlling shareholder Rongjie group.
The board of directors of the company authorizes the chairman of the board of directors to sign all legal documents related to the above credit granting matters on behalf of the company (including but not limited to applications, contracts, agreements and other documents related to credit granting, borrowing and financing).
Voting results: 6 in favor, 0 against and 0 abstention.
7. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The board of directors agrees that the company will hold the first extraordinary general meeting of shareholders in 2022 by combining on-site meeting and online voting. The notice of the meeting is disclosed in China Securities News, securities times and cninfo (www.cn. Info. Com. CN) on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-008).
Voting results: 6 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. The resolution of the 24th Meeting of the Youngy Co.Ltd(002192) 7th board of directors signed by the attending directors;
2. The prior approval letter of Youngy Co.Ltd(002192) independent directors on the consideration of relevant matters at the 24th Meeting of the seventh board of directors signed by independent directors;
3. Independent opinions of Youngy Co.Ltd(002192) independent directors on relevant matters considered at the 24th Meeting of the seventh board of directors signed by independent directors;
4. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Youngy Co.Ltd(002192) board of directors January 26, 2022
