Securities code: 002241 securities abbreviation: Goertek Inc(002241) Announcement No.: 2022-005 Goertek Inc(002241)
Announcement on the resolutions of the 26th meeting of the 5th 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.
The notice of the 26th meeting of the Fifth Board of directors (hereinafter referred to as “the meeting”) was sent by e-mail on February 12, 2022 and held by on-site and communication voting in the conference room of the company on February 17, 2022. Mr. Jiang Bin, chairman of the company, presided over the meeting. There were 7 directors who should attend the meeting and 7 actually attended the meeting. This meeting complies with relevant laws, regulations and the provisions of the Goertek Inc(002241) articles of association, and the meeting is legal and valid. Mr. Sun Hongbin, Ms. Xu Xiaofeng, Mr. Wei Wenbin, the supervisor of the company, and Mr. Jia Junan, the Secretary of the board of directors, attended the meeting as nonvoting delegates.
After deliberation and voting on the proposal of the meeting, the following resolutions are formed:
1、 Deliberated and passed the proposal on the proposed disposal of equity of participating companies by subsidiaries
AKM Industrial Company Limited (hereinafter referred to as “agiley”), a wholly-owned subsidiary of the company, Hong Kong goltech Co., Ltd. (hereinafter referred to as “Hong Kong gol”), issued an announcement on January 14, 2022, The joint offerors Amway Industrial Co., Ltd. (hereinafter referred to as “Amway”) and Amway Meiwei Electronics (Xiamen) Co., Ltd. (hereinafter referred to as “Amway Meiwei”) proposed to the existing shareholders of Amway that Amway should be privatized by agreement in accordance with Article 673 of the Hong Kong Companies Ordinance. When the relevant privatization plan takes effect, the existing issued shares of Agilent will be cancelled, and the joint offerors will pay the existing shareholders of Agilent the share cancellation price of HK $1.82 per share (less dividend adjustment (if any)) in cash.
At the same time, apply to the board of directors of the company to approve Hong Kong Goethe or its authorized representative to vote in favor of the terms related to the privatization plan at the future agiley court meeting and the special general meeting of shareholders; Apply to the board of directors of the company to authorize the management of the company and Hong Kong Goethe to handle matters related to the disposal of agiley’s equity, including but not limited to signing relevant agreements, going through business and foreign management filing and registration procedures, etc.
Up to now, the number of Agilent shares held by Hong Kong goer is 3650000, with a shareholding ratio of 23.64%. There is no major litigation or arbitration involving the seizure or pledge of equity, or there is no major dispute over the above-mentioned third party’s rights. After the privatization plan of Agilent came into effect, Hong Kong goer no longer holds the equity of Agilent.
This transaction does not constitute a related party transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. This transaction is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation. This transaction still needs to be deliberated at the Agilent court meeting and the special general meeting of shareholders, and needs to be approved by relevant government agencies at home and abroad, so there is uncertainty.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes
For details of Goertek Inc(002241) announcement on the proposed disposal of equity of participating companies by subsidiaries, please refer to cninfo.com, the information disclosure media http://www.cn.info.com.cn. Securities times, China Securities News, Shanghai Securities News and Securities Daily.
It is hereby announced.
Goertek Inc(002241) board of directors February 17, 2002
