TDG Holding Co., Ltd. four fifteenth bulletin board of directors (part 2)

TDG Holding Co., Ltd. four fifteenth bulletin board of directors (part 2)




First, an overview of foreign investment

1, the basic situation of foreign investment:

The company decided to cooperate with Haining willy Trading Co., Ltd. (hereinafter, "Henin-Hardenne willy"), Zhejiang Xing Branch Technology Development Investment Co., Ltd. (hereinafter called "Xing Branch Technology"), Shanghai Tianying Investment and Development Co., Ltd. (hereinafter called "Tian Ying Investment ") and foreign shareholders, Mr. Ling Zhimin (U.S. citizen), Mr. Luo Yuhao (Chinese nationals holding U.S. long-term residence permit) in Jiaxing, Zhejiang, a joint venture to establish and operate joint venture Zhejiang Yu can Photovoltaic Technology Integration Company. The company specializes in solar micro-inverter and system integration. Considered for adoption by the board of directors, the company before signing with the investors, "joint venture contract", "He co-investment agreement box."

Investment targets as well as the amount of money involved: the joint venture total investment of 6,800 million yuan, registered capital of 42.85 million yuan, of which: The company invested RMB 9 million yuan in cash, representing 21.0035% of the registered capital; Haining willy in RMB in cash invested 8 million yuan, accounting for 18.6698% of the registered capital; Xingke technology to the cash invested 8 million yuan RMB, accounting for 18.6698% of the registered capital; days yuan in cash investments to earnings invested 500 million yuan, accounting for 11.6686% of the registered capital; foreign shareholders, and Mr. Mr. Luo Yuhao Ling Zhimin its proprietary technology owned by foreign investors, respectively, equivalent to 6.68 million yuan or 617 million of the total registered capital of 15.5893% and 14.3991%.

2, the Board considered the situation:

February 10, 2010, the company Jiaxing Sunny Hotel Fifteenth Board of Directors held four meetings, to participate in this meeting, the directors should go to 9, solid to 9, some supervisors and senior managers attended the meeting, Mr. Pan Jianqing, chairman of the meeting presided over by the company. The joint venture of the main transit investment surplus for the controlling shareholder of Zhejiang Tianli Industry & Trade Co., Ltd. (hereinafter called "Tian Li Industry and Trade"), Tianli Trade and Industry Department of the Company's shareholders, holding 8.06% stake in the company, the actual control of the company's actual control of people-oriented people, Mr. Pan Jianqing, chairman, so this joint venture constitutes a connected transaction. The director and vice president, Mr. Li Mingsuo for Tianli Industry and Trade of the chairman, director and vice president, Mr. Yao Yue Tianli Industry and Trade holds 1.2% of the shares. Therefore, in consideration of the motion when the directors associated with Mr. Pan Jianqing, Mr. Li Mingsuo, Mr. Yao Yue to avoid a vote. The other non-associated directors to consider a vote to six votes to agree, 0 votes against and 0 abstentions, adopted the "Yu, Zhejiang invested 9 million yuan to set up an integrated Photovoltaic Technology Co., Ltd. bill."

3, the investment behavior of the approval process necessary for the entry into force:

Yu can be subject to the establishment of PV after the adoption of the signing of the board to consider "joint venture contract," reported South Lake District, Jiaxing City, Zhejiang Province Foreign Trade and Economic Council will consider applications after approval by Jiaxing City Industry and Commerce Administration registered.



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