Securities code: 002916 securities abbreviation: Shennan Circuits Co.Ltd(002916) Announcement No.: 2022-007 Shennan Circuits Co.Ltd(002916)
Resolution of the 13th 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
The 13th meeting of the third board of directors of Shennan Circuits Co.Ltd(002916) (hereinafter referred to as “the company”) was held by means of communication in the conference room on the 5th floor of the company, 99 Qiaocheng East Road, Nanshan District, Shenzhen on February 21, 2022. Chairman Yang Zhicheng presided over the meeting. There were 9 directors who should attend the meeting, 9 directors who actually attended the meeting, and some supervisors and senior managers attended as nonvoting delegates. The convening of this board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Meetings of the board of directors
The following proposals were considered and adopted at this meeting:
(I) proposal on capital increase of wholly-owned subsidiaries with raised funds
In order to speed up the implementation of the raised investment project and give full play to the benefits of the raised funds, the company plans to increase the capital in cash by Wuxi Shennan Circuits Co.Ltd(002916) Co., Ltd. (hereinafter referred to as “Wuxi Shennan”), the implementation body of the non-public offering of shares and the raised investment project “IC carrier product manufacturing project for high-end flip chip”, with the amount of capital increase of RMB 180 million, which is fully included in the capital reserve. After the capital increase, the registered capital of Wuxi Shennan is still 780 million yuan, and the company still holds 100% of its equity.
Independent directors have expressed their independent opinions on the above matters.
The directors present at the meeting passed the meeting with 9 affirmative votes, 0 negative votes and 0 abstention votes.
The specific announcement is disclosed in the securities times and cninfo（ http://www.cn.info.com.cn. ）Announcement on capital increase of wholly-owned subsidiaries with raised funds (Announcement No.: 2022-009).
(II) proposal on using raised funds to replace self raised funds of projects invested with raised funds in advance
According to the Shennan Circuits Co.Ltd(002916) 2021 plan for non-public development of a shares, before the funds raised in this non-public offering are in place, the company will choose the opportunity to invest with self raised funds according to the market conditions and the actual situation of the implementation progress of the investment project with raised funds, and replace them in accordance with the requirements and procedures of relevant laws and regulations after the raised funds are in place. According to the verification report of Shennan Circuits Co.Ltd(002916) self raised funds pre invested projects (Xin Hui Shi Bao Zi [2022] Zi 10019) issued by Lixin Certified Public Accountants (special general partnership), as of January 31, 2022, the actual investment amount of the company’s self raised funds pre invested projects with raised funds was 420926839.50 yuan, The company plans to use the raised funds of 420926839.50 yuan to replace the self raised funds invested in advance.
Independent directors have expressed their independent opinions on the above matters.
The directors present at the meeting passed the meeting with 9 affirmative votes, 0 negative votes and 0 abstention votes.
The specific announcement is disclosed in the securities times and cninfo（ http://www.cn.info.com.cn. ）Announcement on using raised funds to replace self raised funds invested in raised investment projects in advance (Announcement No.: 2022-010).
(III) proposal on using some idle raised funds for cash management
On the premise of ensuring that the investment plan of raised funds is not affected, in order to improve the use efficiency of the company’s raised funds and increase cash management income, the company plans to use idle raised funds of no more than RMB 1.35 billion (including principal) to purchase short-term principal guaranteed financial products or structured deposits with a term of less than 12 months. Within the above limit, the funds can be used on a rolling basis.
Independent directors have expressed their independent opinions on the above matters.
The directors present at the meeting passed the meeting with 9 affirmative votes, 0 negative votes and 0 abstention votes.
The specific announcement is disclosed in the securities times and cninfo（ http://www.cn.info.com.cn. ）Announcement on using some idle raised funds for cash management (Announcement No.: 2022-011). The convening and voting of this meeting comply with the relevant provisions of the company law and the articles of association, and the voting results are true, legal and effective.
3、 Documents for future reference
1. Resolutions of the 13th meeting of the third board of directors of the company;
2. Independent opinions of independent directors on matters related to the 13th meeting of the third board of directors;
3. Guotai Junan Securities Co.Ltd(601211) . Verification opinions of AVIC Securities Co., Ltd. on the company’s use of raised funds to increase the capital of wholly-owned subsidiaries;
4. Guotai Junan Securities Co.Ltd(601211) . Verification opinions of AVIC Securities Co., Ltd. on the company’s use of raised funds to replace self raised funds invested in raised investment projects in advance;
5. Guotai Junan Securities Co.Ltd(601211) . Verification opinions of AVIC Securities Co., Ltd. on the company’s use of some idle raised funds for cash management;
6. Assurance report issued by Lixin Certified Public Accountants (special general partnership).
It is hereby announced.
Shennan Circuits Co.Ltd(002916) board of directors
February 22, 2002
