Stock code: 603023 Stock abbreviation: Weidi shares Announcement number: 2021-042
The Board of Directors and all Directors of the Company warrant that the contents of this announcement are free from any misrepresentation, misleading statement or material omission and accept sole and several liability for the truthfulness, accuracy and completeness of the contents.
1. The convening of the board of directors meeting
The 22nd meeting of the 4th Board of Directors of Harbin Weidi Electronics Co., Ltd. (hereinafter referred to as the "Company") was held on October 13, 2021 in the conference room on the second floor of the company in the form of on-site combined video conference. Notice of the Board meeting was given in writing and by telephone on 8 October 2021. The meeting was convened and presided over by Mr. Liu Gaoshen, the chairman of the board, the meeting should be 7 directors, 6 directors actually attended, the director Mr. Ji Xiaoli could not attend the meeting in person due to work reasons, entrusted the director Mr. Liu Gaoshen to vote on behalf of the company, and the company's supervisors and senior management attended the meeting as observers. The notice and convening of this meeting conform to the relevant provisions of the Company Law of the People's Republic of China, the Articles of Association of the Company, the Rules of Procedure of the Board of Directors and other relevant provisions, and the resolutions of the meeting are legal and valid.
2. Deliberations of the board of directors meeting
After deliberation and voting by the directors attending the meeting, the following proposals were unanimously passed:
1. Deliberated and passed the "Proposal on the Establishment of Wholly-Owned Subsidiaries for Overseas Investment"
In the context of the national development of intelligent networked vehicles to improve the safety of public transportation, in order to promote the implementation of the Weidi cloud bus car networking project, quickly integrate into the Yangtze River Delta region, and efficiently connect with the national market, the company intends to establish Weidi Lishui Technology Co., Ltd. (tentative name, subject to the company name approved by the final industrial and commercial administration department, hereinafter referred to as "Weidi Lishui"), the registered capital of Weidi Lishui is 10 million yuan (funded by its own funds), and the company holds 100% of the shares. This outbound investment does not constitute a related party transaction, nor does it constitute a material asset restructuring as stipulated in the Measures for the Administration of Material Asset Restructuring of Listed Companies.
Voting result: 7 votes in favour, 0 against, 0 abstentions, 0 recusals.
For details, please refer to the Announcement on the Establishment of Wholly-Owned Subsidiaries by Overseas Investment (Announcement No. 2021-043) published on the website of the Shanghai Stock Exchange (http://www.sse.com.cn).
This is hereby announced
Harbin Weidi Electronics Co., Ltd. Board of Directors
October 14, 2021
Stock code: 603023 Stock abbreviation: Weidi shares Announcement number: 2021-043
Harbin Weidi Electronics Co., Ltd
Announcement on the Establishment of a Wholly-Owned Subsidiary for Outbound Investment
Important Content Tips:
● Name of investment target: Weidi Lishui Technology Co., Ltd. (tentative name, subject to the company name approved by the final administration for industry and commerce)
● Investment amount: 10 million YUAN
● Special risk warning: The establishment of a wholly-owned subsidiary is subject to registration and approval by the registration authority, and there is still uncertainty about the business development of the new company
1. Outbound investment and overview
(1) The basic situation of foreign investment
In the context of the national development of intelligent networked vehicles to improve the safety of public transportation, in order to promote the implementation of the Weidi cloud bus car networking project, quickly integrate into the Yangtze River Delta region, and efficiently connect with the national market, the company intends to establish Weidi Lishui Technology Co., Ltd. (tentative name, subject to the company name approved by the final industrial and commercial administration department, hereinafter referred to as "Weidi Lishui"), Weidi Lishui registered capital of 10 million yuan, the company holds 100% of the shares.
(2) Deliberations of the Board of Directors
On October 13, 2021, the company held the 22nd meeting of the fourth board of directors to deliberate and pass the "Proposal on the Establishment of a Wholly-Owned Subsidiary for Overseas Investment" and requested the board of directors to authorize relevant persons to handle the registration of subsidiaries.
The result of the vote was: 7 votes in favour, 0 votes against, 0 abstentions and 0 recusal votes.
(3) Others
This outbound investment does not constitute a related party transaction, nor does it constitute a material asset restructuring as stipulated in the Measures for the Administration of Material Asset Restructuring of Listed Companies.
Second, the basic situation of the newly established enterprises
1. Enterprise name: Weidi Lishui Technology Co., Ltd. (provisional name, subject to the company name approved by the final industrial and commercial administration department)
2. Type of business: Limited liability company
3. Legal representative: appointed by the company
4. Capital contribution method: self-owned capital currency contribution
5. Registered place: Lishui City, Zhejiang Province
6. Subscribed registered capital: RMB 10 million
7. Business scope: technology development, technical consultation, technology transfer, technology promotion, big data services; Internet data services; software development; information system integration services; computer system services; software sales; computer hardware and software and peripheral equipment manufacturing; industrial control computer and system sales; ; automotive electronics, electrical appliances, intelligent vehicle equipment sales, etc. (subject to the final industrial and commercial registration information)
8. Shareholders of the company: Harbin Weidi Electronics Co., Ltd. holds 100% of the shares
9. The board of directors and the board of supervisors of the company
(1) Board of Directors: The subsidiary does not have a board of directors, but only has an executive director, who is appointed by the company.
(2) Board of Supervisors: The subsidiary does not have a board of supervisors, but only one supervisor, who is appointed by the company.
10. The company's management
The company has set up an operating management team to be responsible for the daily operation and management of the company. The management of the operation shall have a general manager, and a deputy general manager shall be set up according to the needs, and the executive director shall appoint or dismiss him for a term of three years.
Third, the impact of foreign investment on the company
The wholly-owned holding subsidiary to be established this time is based on the needs of the normal development of the company's business, in line with the company's long-term strategic development plan, and is conducive to promoting the company's long-term and healthy development. It will not have a material adverse impact on the company's finances and will not harm the interests of the company and all shareholders. From the perspective of the company's long-term development, it will have a positive impact on the company's performance improvement and profit growth.
Fourth, the risk analysis of foreign investment
This outbound investment is a prudent decision made from the company's long-term interests, but there are still risks caused by uncertainties in various aspects such as policies, management and partners, and the company will adopt appropriate strategies and management measures to strengthen risk management and control, and actively prevent and respond to risks. At the same time, the company will strictly follow the relevant regulations and fulfill the information disclosure obligation in a timely manner according to the progress of the above matters.
This is hereby announced.