Securities code: 300506 securities abbreviation: Shenzhen Minkave Technology Co.Ltd(300506) Announcement No.: 2022-010 Shenzhen Minkave Technology Co.Ltd(300506)
Announcement of resolutions of the 11th meeting of the 4th 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 notice of the 11th meeting of the Fourth Board of directors of Shenzhen Minkave Technology Co.Ltd(300506) (hereinafter referred to as “the company”) was sent to all directors by mail and other means of communication on February 15, 2022. The meeting was held by means of communication on Friday, February 18, 2022. There are 9 directors who should attend the meeting, and 9 actually attended the meeting.
The meeting was presided over by chairman Cheng Zongyu and attended by supervisors and senior managers. The convening, convening and voting procedures of the meeting comply with the provisions of the company law of the people’s Republic of China and other laws and regulations and the articles of association. 2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on providing external guarantee
The company plans to purchase 57.4941% equity of aiteway (Zhangjiagang) semiconductor technology Co., Ltd. (hereinafter referred to as “aiteway”) by issuing shares and paying cash. Due to the capital demand of Aite microcrystalline round production line expansion project, the company plans to provide a guarantee for Aite micro to apply for a comprehensive credit loan of no more than 20 million yuan from financial institutions, with a guarantee period of one year. The above credit amount, term and guarantee method shall be subject to the final result of the actual approval of the financial institution.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on providing external guarantees.
Voting results: 7 in favor, 0 against and 2 abstentions.
Abstention: Directors Li Taiquan and Yan Jun, as directors appointed by state-owned enterprises, considered that they did not meet the requirements of external guarantee based on the provisions of external guarantee of state-owned enterprises, so they abstained.
Independent directors have expressed their independent opinions on this proposal. For details, please refer to the company’s disclosure on cninfo.com.cn on the same day Independent opinions of independent directors on matters related to the 11th meeting of the Fourth Board of directors.
(II) the proposal on terminating the implementation of the restricted stock incentive plan in 2021 was deliberated and adopted
After comprehensive consideration of the company’s industry and its actual operation, recent market environment factors and the company’s future development strategic plan, the company decided to terminate the implementation of the restricted stock incentive plan in 2021. Relevant supporting documents such as Shenzhen Minkave Technology Co.Ltd(300506) 2021 restricted stock incentive plan (Draft) and abstract, and Shenzhen Minkave Technology Co.Ltd(300506) 2021 restricted stock incentive plan implementation and assessment management measures will be terminated, and all the granted but not yet vested restricted stocks of class II will be invalidated.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on terminating the implementation of the restricted stock incentive plan in 2021.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Cheng Zongyu, Zhang Jingshi, Li Pengzhi and Yan Jun, as restricted stock incentive objects, have avoided voting.
Independent directors have expressed their independent opinions on this proposal. For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 11th meeting of the Fourth Board of directors.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on convening the second extraordinary general meeting of shareholders in 2022
Since the proposal on terminating the implementation of the 2021 restricted stock incentive plan deliberated and approved by the board of directors still needs to be deliberated and approved by the general meeting of shareholders, the board of Directors proposes to convene the second extraordinary general meeting of shareholders of the company in 2022 at 15:00 on Monday, March 7, 2022.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Notice on convening the second extraordinary general meeting of shareholders in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 11th meeting of the 4th board of directors;
2. Independent opinions of independent directors on matters related to the 11th meeting of the Fourth Board of directors.
It is hereby announced.
Shenzhen Minkave Technology Co.Ltd(300506) board of directors February 18, 2022
