Announcement on signing the cancellation agreement of non-public development bank share subscription agreement and supplementary agreement with effective conditions with Shenzhen Smart City Technology Development Group Co., Ltd
Securities code: 002369 securities abbreviation: Shenzhen Zowee Technology.Co.Ltd(002369) Announcement No.: 2022-004 Shenzhen Zowee Technology.Co.Ltd(002369)
Announcement on signing the cancellation agreement of non-public development bank share subscription agreement and supplementary agreement with effective conditions with Shenzhen Smart City Technology Development Group Co., Ltd
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”) held the 13th meeting of the Fifth Board of directors and the second extraordinary general meeting of shareholders in 2021 on March 29, 2021 and April 15, 2021 respectively, and considered and adopted the proposal on signing the subscription agreement for non-public offering shares with effective conditions between the company and the subscription object, And signed the non-public development bank share subscription agreement with effective conditions between Shenzhen Zowee Technology.Co.Ltd(002369) and Shenzhen Smart City Technology Development Group Co., Ltd. (hereinafter referred to as “Shenzhen smart city”).
On November 9, 2021, the company held the 20th meeting of the Fifth Board of directors, deliberated and approved the proposal on signing the supplementary agreement of non-public development bank share subscription agreement with effective conditions between the company and the subscription object, And signed the supplementary agreement on the non-public development bank share subscription agreement with effective conditions between Shenzhen Zowee Technology.Co.Ltd(002369) and Shenzhen Smart City Technology Development Group Co., Ltd. with Shenzhen smart city.
Due to changes in regulatory 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. On February 21, 2022, the company held the 22nd Meeting of the 5th board of directors and the 20th meeting of the 5th board of supervisors respectively, deliberated and adopted the proposal on signing the cancellation agreement of non-public offering share subscription agreement and supplementary agreement with effective conditions with Shenzhen Smart City Technology Development Group Co., Ltd, It also signed the announcement on Shenzhen Zowee Technology.Co.Ltd(002369) signing the cancellation agreement of non-public development bank share subscription agreement and supplementary agreement with Shenzhen Smart City Technology Development Group Co., Ltd. with Shenzhen smart city
The cancellation agreement of the subscription agreement for non-public offering shares with effective conditions and the supplementary agreement of the Municipal Science and Technology Development Group Co., Ltd. (hereinafter referred to as the “cancellation agreement”).
1、 Main contents of termination agreement
(I) agreement subject and signing time
This agreement is signed by the following parties in Shenzhen on February 21, 2022:
Issuer: Shenzhen Zowee Technology.Co.Ltd(002369) (referred to as “party a” in the agreement)
Subscriber: Shenzhen Smart City Technology Development Group Co., Ltd. (referred to as “Party B” in the agreement)
(II) main contents of the agreement
1、 Party A and Party B confirm that as of the signing date of this agreement, the subscription agreement signed on March 29, 2021 and the supplementary agreement to the subscription agreement signed on November 9, 2021 have not yet taken effect, and unanimously agree to terminate the subscription agreement signed on March 29, 2021 and the supplementary agreement to the subscription agreement signed on November 9, 2021, After and before the effectiveness of this agreement, the subscription agreement and the supplementary agreement to the subscription agreement will not have any legal effect on both parties. Party B will no longer subscribe for Party A’s non-public issued A-Shares in 2021. 2、 After this agreement takes effect, other statements and commitment documents issued by both parties for the issuance or the signing of the subscription agreement and the supplementary agreement to the subscription agreement will not have any legal binding force, and Party A and Party B will not continue to perform such statements and commitment documents.
3、 Party A and Party B jointly confirm that the signing of this agreement is the true intention of both parties. The signing of this agreement by both parties has been approved and authorized by the internal decision-making body of each party, and there is no dispute or dispute.
4、 Party A and Party B shall not bear any liability for breach of contract for the signing of this agreement in the future.
5、 This Agreement shall come into force from the date when the legal representatives or authorized representatives of both parties sign and affix their official seals.
6、 This agreement is made in duplicate with the same legal effect. Party A and Party B hold one copy respectively, and each copy has the same legal effect.
Announcement on signing the cancellation agreement of non-public development bank share subscription agreement and supplementary agreement with effective conditions with Shenzhen Smart City Technology Development Group Co., Ltd
2、 Impact of signing termination agreement on the company
At present, the company’s business activities are normal. Due to the termination of the non-public offering of A-Shares in 2021 and the withdrawal of the application documents, the company signed the termination agreement with Shenzhen Zhicheng, which is a prudent decision made by the company in comprehensive consideration of the future development plan and in combination with the actual business situation of the company. Therefore, there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
3、 Prior approval opinions and independent opinions of independent directors
(I) prior approval opinions of independent directors
We believe that the signing of the agreement on the cancellation of the non-public development bank share subscription agreement and supplementary agreement with effective conditions between Shenzhen Zowee Technology.Co.Ltd(002369) and Shenzhen Smart City Technology Development Group Co., Ltd. between the company and Shenzhen smart city is the true expression of intention of both parties, and the contents and signing procedures of the agreement comply with the provisions of relevant laws and regulations, The matter complies with relevant national laws and regulations and the provisions of the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we agree to submit the matter to the 22nd Meeting of the 5th board of directors of the company for deliberation.
(II) independent opinions of independent directors
We believe that the signing of the agreement on the cancellation of the non-public development bank share subscription agreement and supplementary agreement with effective conditions between Shenzhen Zowee Technology.Co.Ltd(002369) and Shenzhen Smart City Technology Development Group Co., Ltd. between the company and Shenzhen smart city is the true expression of intention of both parties, and the contents and signing procedures of the agreement comply with the provisions of relevant laws and regulations, The matter complies with relevant national laws and regulations and the provisions of the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
Therefore, we agree to the motion.
4、 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;
Announcement on signing the cancellation agreement of non-public development bank share subscription agreement and supplementary agreement with effective conditions with Shenzhen Smart City Technology Development Group Co., Ltd
4. Independent opinions of independent directors on matters related to the 22nd Meeting of the Fifth Board of directors;
5. Agreement on the cancellation of non-public development bank share subscription agreement and supplementary agreement with effective conditions between Shenzhen Zowee Technology.Co.Ltd(002369) and Shenzhen Smart City Technology Development Group Co., Ltd.
Shenzhen Zowee Technology.Co.Ltd(002369) board of directors
February 22, 2002
