Shenzhen Zowee Technology.Co.Ltd(002369) announcement on terminating the non-public offering of A-Shares in 2021 and withdrawing the application documents
Securities code: 002369 securities abbreviation: Shenzhen Zowee Technology.Co.Ltd(002369) Announcement No.: 2022-005 Shenzhen Zowee Technology.Co.Ltd(002369)
On the termination of non-public offering of A-Shares in 2021
And withdraw the application documents
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.
Shenzhen Zowee Technology.Co.Ltd(002369) (hereinafter referred to as "the company") convened the 22nd Meeting of the 5th board of directors and the 20th meeting of the 5th board of supervisors on February 21, 2022, and deliberated and adopted the proposal on the termination of the company's non-public development of A-Shares in 2021 and the withdrawal of application documents, The company is approved to apply to the China Securities Regulatory Commission (hereinafter referred to as "CSRC") to terminate the non-public offering of shares in 2021 and withdraw the application documents. The specific circumstances are as follows:
1、 Overview of non-public offering of A-Shares in 2021
1. The company's non-public offering of A-Shares in 2021 has been deliberated and approved at the 13th meeting of the Fifth Board of directors held on March 29, 2021 and the second extraordinary general meeting of shareholders held on April 15, 2021.
2. On July 5, 2021, the company received the application form for administrative license issued by the CSRC (acceptance No.: 211749), and the CSRC accepted the application materials for administrative license of non-public offering of shares submitted by the company.
3. On July 20, 2021, the company received the notice of the first feedback on the examination of administrative licensing projects issued by the CSRC (No. 211749) (hereinafter referred to as the "first feedback"), and the company and relevant intermediaries explained, demonstrated and analyzed the relevant problems according to the requirements of the first feedback, And submit the reply of the first feedback to the CSRC on August 16, 2021. 4. On August 20, 2021, the company received the administrative license issued by the CSRC
Shenzhen Zowee Technology.Co.Ltd(002369) announcement on terminating the non-public offering of A-Shares in 2021 and withdrawing the application documents
Notice of application for suspension of examination (No. 211749), the CSRC suspended the examination of the company's non-public offering of shares.
5. On September 8, 2021, the company received the notice of China Securities Regulatory Commission on resumption of examination of administrative license application (No. 211749) issued by China Securities Regulatory Commission, which decided to resume the examination of the company's application for non-public offering.
6. On November 9, 2021, the company held the 20th meeting of the Fifth Board of directors, deliberated and adopted the proposal on adjusting the company's non-public development and issuance plan, and adjusted the issuance quantity in the issuance plan.
7. On November 24, 2021, the company received the notice of the second feedback on the examination of administrative licensing projects issued by the CSRC (No. 211749) (hereinafter referred to as the "second feedback"), and the company and relevant intermediaries explained, demonstrated and analyzed the relevant problems according to the requirements of the second feedback, And submit the reply of the second feedback to the CSRC on December 21, 2021. Since the announcement of the non-public offering plan in 2021, the board of directors, management and intermediaries of the company have been actively promoting the work of this non-public offering. See the relevant announcements disclosed by the company for details.
2、 Main reasons for terminating the non-public offering of shares in 2021 and withdrawing the application documents
In view of the current changes in national policies and capital market environment, and taking into account the company's actual situation, development planning and many other factors, the company decided to terminate the non-public offering of shares in 2021 after careful analysis and repeated communication with intermediaries, and applied to the CSRC to withdraw the application documents for non-public offering of shares in 2021. 3、 The impact of terminating the non-public offering of shares in 2021 and withdrawing the application documents on the company
All businesses of the company operate normally. The termination of this non-public offering of shares and the withdrawal of application documents are put forward in the comprehensive consideration of various changing factors and in combination with the actual situation of the company, which will not have a significant impact on the normal operation and sustainable and stable development of the company, and will not damage the interests of the company and shareholders, especially small and medium-sized shareholders.
Shenzhen Zowee Technology.Co.Ltd(002369) announcement on terminating the non-public offering of A-Shares in 2021 and withdrawing the application documents
4、 Relevant deliberations
1. Deliberations of the board of directors
On February 21, 2022, the company held the 22nd Meeting of the 5th board of directors, deliberated and approved the proposal on the company's termination of non-public offering of A-Shares in 2021 and withdrawal of application documents, and agreed that the company would apply to the CSRC for withdrawal of application materials for non-public offering in 2021 in accordance with the authorization of the company's second extraordinary general meeting in 2021. The second extraordinary general meeting of the company in 2021 has authorized the board of directors to handle all matters related to the non-public offering within the scope of relevant laws and regulations. This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
2. Deliberation of the board of supervisors
On February 21, 2022, the company held the 20th meeting of the Fifth Board of supervisors, deliberated and approved the proposal on the company's termination of non-public offering of A-Shares in 2021 and withdrawal of application documents, and agreed to apply to the CSRC for withdrawal of application materials for non-public offering in 2021.
3. Prior approval opinions of independent directors
Opinions of independent directors: the company's intention to withdraw the application document for non-public offering of A-Shares in 2021 is put forward in the comprehensive consideration of various changing factors and in combination with the actual situation of the company. After careful analysis and demonstration, it will not have a significant impact on the normal operation and sustainable and stable development of the company, and will not damage the interests of the company and its shareholders, especially small and medium-sized shareholders. It is understood that the company's current business operations are normal, and the withdrawal of the application documents will not have a significant impact on the company's normal production and operation, and will not damage the rights and interests of the company and shareholders, especially minority shareholders. We agree to submit the proposal to the 22nd Meeting of the 5th board of directors of the company for deliberation.
4. Independent opinions of independent directors
Opinions of independent directors: the company's intention to withdraw the application document for non-public offering of A-Shares in 2021 is put forward in the comprehensive consideration of various changing factors and in combination with the actual situation of the company. After careful analysis and demonstration, it will not have a significant impact on the normal operation and sustainable and stable development of the company, and will not damage the interests of the company and its shareholders, especially small and medium-sized shareholders. When the board of directors of the company deliberated the proposal, the deliberation procedures were in line with the provisions of relevant laws, regulations and the articles of association, and there was no situation that harmed the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree to the motion.
Shenzhen Zowee Technology.Co.Ltd(002369) announcement on terminating the non-public offering of A-Shares in 2021 and withdrawing the application documents
5、 Documents for future reference
1. Resolutions of the 22nd Meeting of the 5th board of directors of the company;
2. Resolutions of the 20th meeting of the 5th board of supervisors of the company;
3. Prior approval opinions of independent directors on matters related to the 22nd Meeting of the Fifth Board of directors of the company;
4. Independent opinions of independent directors on matters related to the 22nd Meeting of the Fifth Board of directors.
Shenzhen Zowee Technology.Co.Ltd(002369) board of directors
February 22, 2002
