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Announcement of the Resolution of the Forty-fourth Session of the Third Board of Directors of Kunming Polytechnic Hengda Technology Co., Ltd
时间:2022-09-05 浏览量:22次
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Securities code: 831152 Securities abbreviation: Kungong Technology Announcement No.: 2022-078

The Company and all members of the Board of Directors guarantee that the contents of the announcement are true, accurate and complete, without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and completeness of the contents.

1、 Meeting convening and attendance

(1) Meeting held

1. Time of the meeting: September 5, 2022

2. Place of meeting: company conference room

3. Method of meeting: on-site and communication

4. Time and method of issuing the notice of the board meeting: sent by communication on September 2, 2022

5. Moderator: Mr. Guo Zhongzhong, Chairman

6. Attendees: supervisors, secretary of the board of directors and other senior managers

7. Description of legality, compliance and compliance of the meeting:

The meeting was held in accordance with the provisions of the Company Law and other relevant laws, administrative regulations, departmental rules, normative documents and the Articles of Association.

(2) Attendance

9 directors shall attend the meeting, and 9 directors shall attend and authorize to attend the meeting.

Directors Yang Xianming, Liu Zhiping and Zhong Dehong participated in the voting by means of communication (if any) due to their busy personal affairs.

2、 Proposal deliberation

(1) The Proposal on Proposed Investment and Construction of Large Capacity Lead-carbon Long-term Energy Storage Battery Grid and Energy Storage Battery Project in Jinning District, Kunming and Signing of Project Investment Contract was reviewed and passed

1. Proposal content:

  With the help of the current national development window of vigorously promoting the new energy industry, the company has thoroughly implemented the national strategic deployment of "carbon peak, carbon neutral", given full play to the company's industrial chain advantages, improved the company's diversified and in-depth development in the new energy field, accelerated the promotion of industrial chain extension and transformation and upgrading, and further improved the company's sustainable development ability and comprehensive competitiveness.

According to the overall development strategic layout of the company, in order to expand new business and profit growth points, and improve the comprehensive competitiveness of the company, the company plans to sign the Project Investment Contract with the People's Government of Erjie Town, Jinning District, Kunming City, and plans to take the wholly-owned subsidiary Jinning Polytechnic Hengda Technology Co., Ltd. as the main body to invest in the construction of the large-capacity lead-carbon long-term energy storage battery grid and energy storage battery project in Jinning District, Kunming City (the specific name is subject to the investment filing), The planned investment of the project is about 1 billion yuan (of which the accumulative investment actually completed in the construction of Phase I project is not less than 200 million yuan), of which the investment intensity of fixed assets is not less than 2.5 million yuan/mu. The construction period of the project is 24 months. The General Meeting of Shareholders is requested to authorize the Chairman of the Company to handle all subsequent related matters of the matter, including but not limited to the preparation of the feasibility study report, signing of all relevant agreements, project approval and construction application, handling of industrial and commercial registration, construction drawing design, project construction and other related work, as well as subsequent operation management.

2. Voting result of the proposal: 9 votes for approval; No vote against; No abstention vote.

Reasons for objection/waiver (if applicable): none

The current independent directors of the company, Yang Xianming, An Shukun and Zhong Dehong, expressed their independent opinions on the proposal. (if applicable)

3. Withdrawal from voting:

This proposal does not involve related party transactions and does not need to avoid voting.

4. Submission to the General Meeting of Shareholders for voting:

This proposal needs to be submitted to the General Meeting of Shareholders for deliberation.

(2) The Proposal on the Proposed Investment in the Construction of the Production Base of Lead Carbon Storage Battery in Qilin District and the Signing of the Investment Promotion Agreement was reviewed and passed

1. Proposal content:

  As high-tech enterprises enter a new stage of development, striving to achieve the goal of carbon peak and carbon neutrality is not only a powerful grip to implement the new development concept and promote high-quality development, but also an important carrier to accelerate the construction of a new development pattern.

The company actively responds to the national policies and guidelines, while implementing the new development concept, actively expands new businesses and enterprise profit growth points, and continuously improves the company's comprehensive competitiveness with the times. The company plans to sign an investment agreement with the people's government of Qilin District, Qujing City, and take Yunnan Technology Hengda New Energy Co., Ltd. as the implementation subject to invest in the construction of the Qilin District lead-carbon energy storage battery production base project (the specific project name is subject to the investment filing), The total investment of the project is estimated to be 1.2 billion yuan. The total planned land area of the project is about 230 mu (subject to the actual geological exploration area). The project construction period is two years. The project construction site is Xintian, Yuezhou District, Qilin District Industrial Park, Qujing City, Yunnan Province. In the future, relevant investment agreements will be signed with the People's Government of Qilin District, Qujing City. The General Meeting of Shareholders is requested to authorize the Chairman of the Company to handle all subsequent related matters of the matter, including but not limited to the preparation of the feasibility study report, signing of all relevant agreements, project approval and construction application, handling of industrial and commercial registration, construction drawing design, project construction and other related work, as well as subsequent operation management.

2. Voting result of the proposal: 9 votes for approval; No vote against; No abstention vote.

Reasons for objection/waiver (if applicable): none

The current independent directors of the company, Yang Xianming, An Shukun and Zhong Dehong, expressed their independent opinions on the proposal. (if applicable)

3. Withdrawal from voting:

This proposal does not involve related party transactions and does not need to avoid voting.

4. Submission to the General Meeting of Shareholders for voting:

This proposal needs to be submitted to the General Meeting of Shareholders for deliberation.

(3) The Proposal on Signing the Strategic Cooperation Framework Agreement with China Minsheng Bank Co., Ltd. Kunming Branch was reviewed and passed

1. Proposal content:

In order to give full play to the advantages of their respective industries, respond to the national strategy of manufacturing power, promote economic development and complete quality changes, and cultivate "specialized and special new" enterprises for rapid development. The Company and China Minsheng Bank Corporation Kunming Branch (hereinafter referred to as "Minsheng Bank Kunming Branch") are willing to form a strategic partnership and jointly plan the future mode of cooperation on the basis of mutual benefit, long-term cooperation, mutual support and common development, and on the premise of compliance with laws and regulations and relevant internal management regulations of both parties, In the next five years, it is planned that Minsheng Bank Kunming Branch will provide the company with comprehensive financial support of no less than 2 billion yuan. Now, Mr. Guo Zhongzhong, the legal representative of the company, is authorized to handle matters related to the above banking business on behalf of the company, and sign relevant contracts and documents. The specific content shall be subject to the Strategic Cooperation Framework Agreement signed later.

2. Voting result of the proposal: 9 votes for approval; No vote against; No abstention vote.

Reasons for objection/waiver (if applicable): none

3. Withdrawal from voting:

This proposal does not involve related party transactions and does not need to avoid voting.

4. Submission to the General Meeting of Shareholders for voting:

This proposal needs to be submitted to the General Meeting of Shareholders for deliberation.

(4) The Proposal on Changing the Business Scope and Amending the Articles of Association of the wholly-owned subsidiary Jinning Polytechnic Hengda Technology Co., Ltd. was reviewed and passed

1. Proposal content:

Jinning Polytechnic Hengda Technology Co., Ltd., a wholly-owned subsidiary, plans to change the business scope of the company in combination with the implementation of its business activities and the needs of business development, and accordingly amend the corresponding provisions of the Articles of Association, subject to the specific industrial and commercial changes to be continued.

The changes are as follows:

Before change: inert anode plate and cathode plate for nonferrous metal electrode; Metal powder research, development, production and technical services; Research, development and production of flake silver powder, copper powder, silver-coated copper powder and other non-ferrous metals; Sales of metal materials, non-ferrous metal products, non-metallic materials and non-metallic materials products, metallurgical equipment, mechanical equipment and parts, steel, hardware and electromechanical, handicrafts (excluding ivory products), environmental protection and energy-saving materials and equipment, packaging materials, building materials, chemical raw materials (excluding hazardous chemicals), and mineral products; Non-ferrous metal smelting technology consultation; Technical consultation and service for new products of material surface treatment; Import and export of goods and technology; Own house lease. (Projects that need to be approved according to law can only be operated with the approval of relevant departments).

After change: general items: manufacturing and installation of energy storage battery; New energy prime equipment manufacturing; Research and development of new energy technologies; Manufacturing of synthetic materials (excluding hazardous chemicals); Sales and installation of new energy vehicle charging facilities. Inert anode plate and cathode plate for nonferrous metal electrode; Metal powder research, development, production and technical services; Research, development and production of flake silver powder, copper powder, silver-coated copper powder and other non-ferrous metals; Sales of metal materials, non-ferrous metal products, non-metallic materials and non-metallic materials products, metallurgical equipment, mechanical equipment and parts, steel, hardware and electromechanical, handicrafts (excluding ivory products), environmental protection and energy-saving materials and equipment, packaging materials, building materials, chemical raw materials (excluding hazardous chemicals), and mineral products; Non-ferrous metal smelting technology consultation; Technical consultation and service for new products of material surface treatment; Import and export of goods and technology; Own house lease. (Projects that need to be approved according to law can only be operated with the approval of relevant departments).

2. Voting result of the proposal: 9 votes for approval; No vote against; No abstention vote.

Reasons for objection/waiver (if applicable): none

3. Withdrawal from voting:

This proposal does not involve related party transactions and does not need to avoid voting.

4. Submission to the General Meeting of Shareholders for voting:

This proposal needs to be submitted to the General Meeting of Shareholders for deliberation.

(5) The Proposal on Proposing to Convene the Fourth Extraordinary General Meeting of the Company in 2022 was reviewed and passed

1. Proposal content:

The company plans to hold the fourth extraordinary general meeting of shareholders in 2022 in the conference room of the company on September 21, 2022, to review the proposals I, II, III and IV, see the website of Beijing Stock Exchange for details( http://www.bse.cn/ )Announcement of the Notice on Convening the Fourth Extraordinary General Meeting of Shareholders in 2022.

2. Voting result of the proposal: 9 votes for approval; No vote against; No abstention vote.

Reasons for objection/waiver (if applicable): none

3. Withdrawal from voting:

This proposal does not involve related party transactions and does not need to avoid voting.

4. Submission to the General Meeting of Shareholders for voting:

This proposal does not need to be submitted to the General Meeting of Shareholders for deliberation.

3、 File directory for future reference

The Company's Resolution of the Forty-fourth Session of the Third Board of Directors

Kunming Polytechnic Hengda Technology Co., Ltd

Board of Directors

September 6, 2022