Securities code: 000586 securities abbreviation: Sichuan Huiyuan Optical Communications Co.Ltd(000586) Announcement No.: 2022-002 Sichuan Huiyuan Optical Communications Co.Ltd(000586)
Announcement on the resolutions of the 28th meeting of the 11th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
The 28th meeting of the 11th board of directors of Sichuan Huiyuan Optical Communications Co.Ltd(000586) (hereinafter referred to as “the company”) was held by means of communication in the conference room of the company at 10:30 a.m. on February 15, 2022. The notice of the meeting was sent by means of communication on February 10, 2022. Five directors shall be present at the meeting, and five directors shall actually be present. The meeting was presided over by Mr. He Bo, the chairman of the board of directors, and the supervisors and some senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board of directors
After discussion by all directors, the meeting voted by means of communication and formed the following resolutions:
1. The proposal on terminating participation in investment and establishing M & A fund was deliberated and adopted
The company held the 21st Meeting of the 10th board of directors on June 9, 2017, and deliberated and passed the proposal on the company’s intention to participate in the investment and establishment of M & A fund, Agree that the company, as a limited partner, cooperate with the wholly-owned subsidiaries proposed to be established by Zhongjing Hongxi (Beijing) Investment Fund Management Co., Ltd. (hereinafter referred to as “Zhongjing Hongxi”) and Shanghai Lezheng Network Technology Co., Ltd. (hereinafter referred to as “Shanghai Lezheng”) (holding 3.34% of the company’s shares at the time of planning), Use no more than 50 million yuan of self raised funds to invest in the establishment of M & a funds, and sign the intention agreement with China Economic Hongxi and Shanghai Lezheng.
Except that the company has signed the intention agreement with China Economic Hongxi and Shanghai Lezheng, as of the disclosure date of this announcement, all parties have not signed a formal M & A fund partnership agreement on the establishment of M & A fund, and the M & A fund has not gone through any relevant industrial and commercial registration procedures, so there is no substantive progress in this matter. Based on the changes of the current market environment and the current actual development of the company, after careful consideration, it is agreed to terminate the participation in investment, establish M & A fund and terminate the intention agreement. The measures for the administration of assets reorganization of listed companies do not constitute major assets reorganization of listed companies. The termination will not affect the company’s financial status and daily business activities, and there is no situation that damages the interests of the company and all shareholders.
The independent opinions of the company’s independent directors on this matter are detailed in the relevant announcement disclosed on cninfo.com on the same day.
For details, please refer to the announcement on termination of investment and establishment of M & A fund (Announcement No.: 2022-004) disclosed by the company in China Securities Journal, Securities Daily, securities times, Shanghai Securities News and cninfo on the same day.
Voting results: 5 in favor, 0 against and 0 abstention.
2. The proposal on employing intermediaries for non-public development of A-share shares was deliberated and adopted. The company held the 25th meeting of the 11th board of directors on September 23, 2021, and deliberated and adopted relevant proposals such as the company’s plan for non-public issuance of A-share shares.
For the company’s non-public offering of A-Shares (hereinafter referred to as “this fixed increase”), the company plans to hire relevant intermediaries to provide services for this fixed increase and sign a service agreement with relevant parties. Liu Zhongyi, a related director, avoided voting on this proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
It is agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 in the company’s conference room at 14:30 p.m. on Wednesday, March 9, 2022 by means of on-site meeting and online voting, and consider the following proposals:
(1) Proposal on employing intermediaries for non-public development banks’ A-share shares
For details, see the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-005) disclosed by the company in China Securities Journal, Securities Daily, securities times, Shanghai Securities News and cninfo on the same day.
Mr. Liu Zhongyi, the director, objected. The reason for objection: the previous non-public offering plan did not make proper arrangements for the historical restructuring commitment. So far, all parties have not reached an agreement on this. In view of this situation, we should not rush to hire intermediaries.
Voting results: 4 in favor, 1 against and 0 abstention.
3、 Documents for future reference
1. The resolution of the board of directors signed by the attending directors and stamped with the seal of the board of directors;
2. Other documents required by SZSE.
It is hereby announced!
Sichuan Huiyuan Optical Communications Co.Ltd(000586) board of directors February 15, 2002
