Securities code: 300656 securities abbreviation: Shenzhen Minde Electronics Technology Ltd(300656) Announcement No.: 2022-016 Shenzhen Minde Electronics Technology Ltd(300656)
Announcement of resolutions of the 10th meeting of the third 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
Shenzhen Minde Electronics Technology Ltd(300656) (hereinafter referred to as “the company” or “the company”) the 10th meeting of the third board of directors (hereinafter referred to as “the meeting”) was held in the company’s conference room on February 19, 2022 by means of on-site and communication. The notice of the meeting was sent to all directors in writing and e-mail on February 14, 2022. There are 7 directors who should vote and 7 directors who actually vote, including independent directors Mr. Zhang Bo, Mr. Xing Dexiu and Mr. Zhang chiya who participate and exercise their voting rights by means of communication. The meeting was presided over by the chairman Mr. Xu Wenhuan, and all supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the provisions of the company law, the articles of association and other laws and regulations.
2、 Deliberations of the board meeting
(I) the proposal on capital increase and related party transactions to Zhejiang Guangxin Microelectronics Co., Ltd. was deliberated and adopted
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
The board of directors of the company believes that the investment measures of the company to increase the capital of Zhejiang Guangxin microelectronics again and code the foundry business of characteristic process wafers are in line with the strategic development plan of Shenzhen Minde Electronics Technology Ltd(300656) ; It will help Shenzhen Minde Electronics Technology Ltd(300656) further deepen the layout of power semiconductor industry, so as to extend the power semiconductor industry chain and enhance the industrial competitiveness of the company; It will help accelerate the construction of Zhejiang Guangxin microelectronics project, further consolidate the company’s power semiconductor smart IDM ecosystem, give play to synergy as soon as possible, expand business scale and improve business efficiency, so as to expand a broader market space.
The independent directors of the company have expressed their prior approval opinions on the matter and issued their agreed independent opinions. The company’s recommendation institution China Greatwall Securities Co.Ltd(002939) issued an agreed verification opinion on this matter.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
See cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on capital increase and related party transactions to Zhejiang Guangxin Microelectronics Co., Ltd. (Announcement No.: 2022-018) published on the same day.
(II) the proposal on foreign investment and establishment of wholly-owned subsidiaries was deliberated and adopted
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
The board of directors of the company agreed to establish a wholly-owned subsidiary Shenzhen Minde Electronics Technology Ltd(300656) (Lishui) Co., Ltd. with its own capital of 20 million yuan. Its domicile is planned to be 11-313, building 15, International Auto City, 309 Lvgu Avenue, nanmingshan street, Liandu District, Lishui City, Zhejiang Province. The company holds 100% of its equity (the specific name and residence approved and registered by the market supervision and Administration Bureau shall prevail).
See cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on foreign investment in the establishment of wholly-owned subsidiaries (Announcement No.: 2022-019) published on the same day.
(III) the proposal on the prediction of daily connected transactions in 2022 was deliberated and adopted
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
According to the needs of the company’s business development, the total amount of daily related party transactions with related parties is expected to be no more than 26 million yuan in 2022. Among them, the amount of related sales shall not exceed 4 million yuan, and the amount of related purchase of raw materials shall not exceed 22 million yuan.
The independent directors of the company have expressed their prior approval opinions on the matter and issued their agreed independent opinions. The company’s recommendation institution China Greatwall Securities Co.Ltd(002939) issued an agreed verification opinion on this matter.
See cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on the forecast of daily connected transactions in 2022 (Announcement No.: 2022-020) published on the same day.
(IV) the proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
In accordance with the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and the relevant provisions of the articles of association, Shenzhen Minde Electronics Technology Ltd(300656) the relevant proposals of the 10th meeting of the third board of directors involve the functions and powers of the general meeting of shareholders and need to be submitted to the general meeting of shareholders for deliberation and approval.
The company plans to hold the second extraordinary general meeting of shareholders in 2022 on March 8, 2022. This general meeting of shareholders adopts the combination of on-site voting and online voting.
See cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-021) published on the same day.
3、 Documents for future reference
(I) resolution of the Shenzhen Minde Electronics Technology Ltd(300656) 10th meeting of the third board of directors; (II) Shenzhen Minde Electronics Technology Ltd(300656) independent directors’ prior approval opinions on matters related to the 10th meeting of the third board of directors;
(III) Shenzhen Minde Electronics Technology Ltd(300656) independent directors’ independent opinions on matters related to the 10th meeting of the third board of directors;
(IV) China Greatwall Securities Co.Ltd(002939) verification opinions on Shenzhen Minde Electronics Technology Ltd(300656) capital increase and related party transactions to Zhejiang Guangxin Microelectronics Co., Ltd;
(V) verification opinions of China Greatwall Securities Co.Ltd(002939) on the prediction of daily connected transactions in Shenzhen Minde Electronics Technology Ltd(300656) 2022.
It is hereby announced.
Shenzhen Minde Electronics Technology Ltd(300656) board of directors
February 19, 2022
