The 15th session of the second board of directors

2022-08-05
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The 15th meeting of the second board of directors of Kunming Yunnei Power Co., Ltd. was held. Kunming Yunnei Power Co., Ltd. is an ideal equipment company for the ring stiffness of pipes. The 15th meeting of the second board of directors was held in the conference room on the fourth floor of the company's office building on December 25, 2003. There are 9 directors who should attend the meeting and 9 actual directors. The supervisors and senior managers of the company attend the meeting as nonvoting delegates, which is in line with the provisions of the company law and the articles of association. Duan Hua

the 15th meeting of the second board of directors of Kunming Yunnei Power Co., Ltd. was held in the conference room on the fourth floor of the company's office building on December 25, 2003. There are 9 directors who should attend the meeting and 9 actual directors. The supervisors and senior managers of the company attend the meeting as nonvoting delegates, which is in line with the provisions of the company law and the articles of association. The meeting was presided over by Chairman duanhuasheng. The meeting carefully considered and voted through the proposal on the joint venture of the company and the hope to complete the work before the end of the year and the acquisition of the operating net assets of Sichuan Huachuan Vehicle Co., Ltd. by Shenzhen gaotejia Venture Capital Co., Ltd., and authorized the chairman of the company to sign the agreement on this acquisition

in order to further improve the company's market competitiveness and comprehensive strength, and build a reasonable industrial structure, the aerospace environment reliability experiment and testing center can not only conduct experiments but also produce vibration test benches. The company has decided to jointly invest 25million yuan with Shenzhen gaotejia Venture Capital Co., Ltd. to acquire the operating net assets related to vehicle production of Sichuan Huachuan Vehicle Co., Ltd. confirmed by asset evaluation, And invested 5million yuan of working capital according to the standard requirements to establish a new company with a registered capital of 50million yuan, which is controlled by the company and participated by gaotejia. Of the 25.5 million yuan invested by the company, the acquisition fund is 12.75 million yuan, and the supplementary working capital is 12.75 million yuan, accounting for 51% of the equity of the new company; Gaotejia invested 24.5 million yuan, including 12.25 million yuan of acquisition capital and 12.25 million yuan of supplementary working capital, accounting for 49% of the equity of the new company

the acquisition method is: Based on the audit and evaluation of Huachuan vehicle company's assets and liabilities related to vehicle production, and based on the assets evaluation results of the acquired subject, the company and gaotejia jointly invest in the acquisition of the net assets of the acquired subject and invest part of the working capital to form a new company controlled by the company and shared by gaotejia. According to the assets appraisal report issued by Dongfang Assets Appraisal Office Co., Ltd., as of august31,2003, the total book assets of the acquired entity before appraisal were 161.31 million yuan, the total book liabilities were 129.16 million yuan, and the net book assets were 32.15 million yuan. After appraisal, the total assets were 154.26 million yuan, the total liabilities were 129.16 million yuan, and the net assets were 25.1 million yuan. After negotiation with the acquiree, the company and gaotejia jointly invested 25million yuan to acquire the operating net assets related to vehicle production of Sichuan Huachuan Vehicle Co., Ltd. confirmed by asset appraisal. The company will announce the details of the acquisition of assets after the signing of the acquisition agreement

it is hereby announced

Kunming Yunnei Power Co., Ltd.

board of directors

December 25, 2003

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