Securities code: Beijing Sdl Technology Co.Ltd(002658) securities abbreviation: Beijing Sdl Technology Co.Ltd(002658) Announcement No.: 2022009 Beijing Sdl Technology Co.Ltd(002658)
Announcement of resolutions of the 19th meeting of the 4th 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、 Convening of board meeting
Beijing Sdl Technology Co.Ltd(002658) (hereinafter referred to as “the company”) held the 19th meeting of the 4th board of directors in the conference room of the company at 15:00 p.m. on Tuesday, March 1, 2022. The meeting was held in the form of on-site meeting and remote video conference, presided over by Mr. Ao Xiaoqiang, chairman of the company. The notice of convening this meeting was sent to all directors by communication on February 24, 2022. Seven directors should be present at this board meeting, and there are actually seven directors. The company’s supervisors and relevant senior managers attended the meeting as nonvoting delegates. The convening and convening procedures of the meeting comply with the provisions of the company law of the people’s Republic of China and the articles of association.
2、 Deliberations of the board meeting
After careful discussion, the attending directors deliberated and adopted the following proposals:
(I) deliberated and passed the proposal on terminating projects invested with raised funds and permanently replenishing the remaining raised funds with working capital;
The company agreed to terminate the “comprehensive project of ecological environment monitoring network” and “construction project of VOCs monitoring system production line” funded by the company’s public issuance of convertible corporate bonds in 2017, And permanently replenish the working capital with the remaining principal balance of 408879600 yuan and cash management income of 689401 million yuan (the specific amount shall be subject to the balance of the raised capital account at the time of supplementary flow) for the company’s daily production and operation and investment in new products and new business fields.
The permanent replenishment of the remaining raised funds to the working capital is a reasonable adjustment made by the company after careful research, which complies with relevant regulations, laws and regulations, the management system of raised funds of the company and the prospectus for the public issuance of convertible corporate bonds, and will not have a significant adverse impact on the normal production and operation of the company; After permanent replenishment of working capital, the company’s capital will be more abundant and its anti risk ability will be further improved; The company will use funds flexibly according to the development plan and actual business needs, which will help the company improve its business efficiency and further enhance its core competitiveness.
Voting results: 7 affirmative votes, accounting for 100% of all directors; No negative vote; There were no abstentions.
The independent directors of the company have expressed independent opinions on this proposal, and the recommendation institution has issued verification opinions.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders in 2022 and the first bondholders’ meeting in 2022 for deliberation. With the approval of the competent authority, the holders of convertible corporate bonds have the right to sell back at one time, that is, they have the right to sell back all or part of their convertible corporate bonds to the company at the face value of the bonds plus the accrued interest of the current period. The holders of convertible corporate bonds may carry out resale within the additional resale reporting period announced by the company. If they do not carry out resale within the additional resale reporting period, they shall not exercise the additional resale right.
The announcement on terminating raised investment projects and permanently replenishing the remaining raised funds with working capital, the independent opinions of independent directors on terminating raised investment projects and permanently replenishing the remaining raised funds with working capital and the relevant verification opinions of Minsheng securities. For details, please refer to the information disclosure media designated by the company, securities times, securities daily and cninfo.com（ http://www.cn.info.com.cn. )。
(II) deliberating and adopting the proposal on convening the first bondholders’ meeting in 2022;
The company agreed to hold the first bondholders’ meeting in 2022 at 15:00 p.m. on March 18, 2022 in the company’s conference room to review the proposal on terminating raised investment projects and permanently replenishing the remaining raised funds with working capital. Voting results: 7 affirmative votes, accounting for 100% of all directors; No negative vote; There were no abstentions.
The specific contents of the notice on convening the first bondholders’ meeting in 2022 are detailed in the company’s designated information disclosure media, securities times, securities daily and cninfo（ http://www.cn.info.com.cn. ）。 (III) deliberating and adopting the proposal on convening the first extraordinary general meeting of shareholders in 2022;
The meeting agreed to hold the first extraordinary general meeting of shareholders in 2022 at 15:30 p.m. on March 18, 2022 in the company’s conference room to consider the proposal on terminating raised investment projects and permanently replenishing the remaining raised funds with working capital. Voting results: 7 affirmative votes, accounting for 100% of all directors; No negative vote; There were no abstentions.
The specific contents of the notice on convening the first extraordinary general meeting of shareholders in 2022 are detailed in the company’s designated information disclosure media securities times, securities daily and cninfo（ http://www.cn.info.com.cn. )。
3、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors present at the meeting.
2. Independent opinions of independent directors on terminating the raised investment project and permanently replenishing the remaining raised funds with working capital. It is hereby announced.
Beijing Sdl Technology Co.Ltd(002658) board of directors
March 2, 2002
