Luoyang Bearing Group Co., Ltd.
First Board of Directors Meeting Resolution
Time: August 9, 2024
Location: Luoyang Bearing Group Co., Ltd. First Floor Conference Room
Presided by: Wang Xinying
Luoyang Bearing Group Co., Ltd. held its first board of directors meeting on August 9, 2024, in the company conference room. The meeting was convened and presided over by Chairman Wang Xinying. According to the company's articles of association, 9 directors should have attended. 7 directors actually attended (7 in person). Independent directors Mr. Niu Hui and Mr. Yu Haibo fully entrusted independent director Mr. Zhou Yu and director Mr. Wang Jun to exercise their voting rights according to the "Letter of Authorization." The convening procedures, number of directors attending, and voting rights ratio of this meeting comply with relevant laws, regulations, and the "Company Articles of Association."
The attending directors voted and passed the following resolutions:
I. Resolution on the Proposal for the Company's Application for Initial Public Offering of RMB Ordinary Shares (A Shares) and Listing;
Approved the company's plan for the initial public offering of RMB ordinary shares (A shares) and listing.
Voting results: 9 votes in favor, 0 against, 0 abstentions.
II. Resolution on the Use of Proceeds from the Company's Initial Public Offering of Shares;
The use of proceeds from the company's initial public offering of shares is as follows: after deducting issuance expenses, the raised funds will be invested in order of priority in the development and application of high-speed train bogie bearings, the upgrading and construction project of precision bearing industry for major technical equipment, the industrialization project of high-end precision small turntable bearings, the intelligent production project of new energy bearings, and the project for repaying bank loans. The company will strictly use the raised funds in accordance with relevant management systems, and will combine the urgency of projects, the time of fund arrival, and the progress of projects to construct the investment projects. If the amount of raised funds (after deducting issuance expenses) is insufficient to meet the investment needs of the above projects, the insufficient part will be solved by the company's own funds. If the timing of the arrival of raised funds is inconsistent with the project progress requirements, the company will make advance investments using its own funds or bank loans based on the actual situation and will replace them with raised funds after they arrive.
III. Resolution on the Feasibility Study Report of the Proposed Investment Projects for the Raised Funds from the Company's Current Offering;
Approved the feasibility study report of the proposed investment projects for the raised funds from the company's current offering.
IV. Resolution on Requesting the Shareholders' Meeting to Authorize the Board of Directors to Handle Matters Related to the Company's Initial Public Offering of Shares and Listing;
Approved the board of directors to fully handle the specific matters related to the current share offering and listing within the scope of laws and administrative regulations.
V. Resolution on the Profit Distribution Plan for Accumulated Profits Before the Company's Initial Public Offering of Shares;
The accumulated profits before the company's initial public offering of RMB ordinary shares will be jointly enjoyed by new and old shareholders after the offering according to their respective shareholding ratios after the issuance.