Securities code: 002917 securities abbreviation: Shenzhen King Explorer Science And Technology Corporation(002917) Announcement No.: 2022-017 Shenzhen King Explorer Science And Technology Corporation(002917) announcement of the resolution of the 23rd Meeting of the second 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 23rd Meeting of the second board of directors of Shenzhen King Explorer Science And Technology Corporation(002917) (hereinafter referred to as “the company”) was held in the conference room of the company on February 21, 2022. The notice of this meeting was sent to all directors by e-mail and telephone on February 17, 2022. The meeting was held by on-site combined with communication voting. There were 8 directors who should participate in the meeting and 8 directors who actually participated in the voting. The meeting was convened and presided over by Mr. Ming Jinggu, the director of the company, and some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and the articles of association, and are legal and effective.
2、 Deliberations of the board meeting
1. The proposal on changing the registered capital and amending the articles of association was deliberated and adopted
Voting results: 8 in favor, 0 against and 0 abstention.
According to the reply of China Securities Regulatory Commission on approving Shenzhen King Explorer Science And Technology Corporation(002917) non-public offering of shares (zjxk [2021] No. 2103), the company has completed the non-public offering of 76270197 new shares of RMB common shares (A shares) to specific objects on January 26, 2022, and the total share capital of the company has increased from 271344000 shares to 347614197 shares, The registered capital increased from 271344000 yuan to 347614197 yuan.
In view of the above changes in the total share capital and registered capital of the company, the company plans to amend the relevant provisions of the articles of association, and the specific amendments are as follows:
Before revision
Article 7 the registered capital of the company is 271344000 yuan.
Article 20 the total number of shares of the company is 271344000, all of which are ordinary shares in RMB. Revised
Article 7 the registered capital of the company is 347614197 yuan.
Article 20 the total number of shares of the company is 347614197 shares, all of which are ordinary shares in RMB. In addition to the above amendments, other provisions in the articles of association remain unchanged.
On December 10, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public development of A-Shares of the company, The third extraordinary general meeting of shareholders in 2021 was held on December 2, 2021 to consider and pass the proposal on extending the validity period of the resolution of the general meeting of shareholders of non-public development stocks. The general meeting of shareholders of the company authorized the board of directors to modify the corresponding provisions of the articles of Association related to the company’s share capital and registered capital according to the implementation of the non-public offering, and handle the industrial and commercial change registration Filing and other related matters, and agree that the company will extend the validity period of the resolution of the general meeting of shareholders on non-public offering of shares to the deadline of the validity period approved by the CSRC. Therefore, the change of registered capital and the amendment of the articles of association only need to be reviewed by the board of directors and do not need to be submitted to the general meeting of shareholders for review.
The board of directors of the company agrees to authorize the management of the company to change the registered capital of the company, amend the relevant provisions of the articles of association, and handle matters related to industrial and commercial change registration.
On the same day, the revised articles of association were posted on cninfo.com.cn, the information disclosure media designated by the company disclosure.
2. The proposal on using bank acceptance bills to pay the funds required for raised investment projects and replacing them with the raised funds was deliberated and adopted
Voting results: 8 in favor, 0 against and 0 abstention.
In order to improve the use efficiency of raised funds and reduce the use cost of funds, the board of directors agrees that the company will use bank acceptance bills to pay the funds involved in the investment projects of raised funds during the implementation of the investment projects of raised funds, and regularly transfer the same amount of funds from the special account of raised funds to other accounts of the company. This matter is in line with the interests of the company and all shareholders, does not affect the normal progress of the company’s investment projects with raised funds, and there is no disguised change in the investment direction of raised funds and damage to the interests of shareholders.
The independent directors of the company expressed their independent opinions on this matter, and the sponsor Citic Securities Company Limited(600030) shares
Ltd. issued verification opinions. For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) The independent opinions of independent directors on matters related to the 23rd Meeting of the second board of directors and the verification opinions of Citic Securities Company Limited(600030) on Shenzhen King Explorer Science And Technology Corporation(002917) using bank acceptance bills to pay the funds required for raised investment projects and replacing them with the raised funds in the same amount, And in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) The announcement on using bank acceptance bills to pay the funds required for raised investment projects and replacing them with the raised funds.
3、 Documents for future reference
Resolution of the 23rd Meeting of the second board of directors of the company.
It is hereby announced.
Shenzhen King Explorer Science And Technology Corporation(002917) board of directors
February 21, 2022
