Securities code: Shenzhen Kaizhong Precision Technology Co.Ltd(002823) securities abbreviation: Shenzhen Kaizhong Precision Technology Co.Ltd(002823) Announcement No.: 2022015 bond Code: 128042 bond abbreviation: Kaizhong convertible bond
Shenzhen Kaizhong Precision Technology Co.Ltd(002823)
Announcement on the termination of non-public offering of shares in 2020
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate, complete and inaccurate
There are false records, misleading statements or major omissions.
Shenzhen Kaizhong Precision Technology Co.Ltd(002823) (hereinafter referred to as “the company”) deliberated and adopted the proposal on terminating the non-public offering of shares in 2020 at the 8th meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors held on March 2, 2022. The relevant information is hereby announced as follows:
1、 Overview of non-public offering of shares
Shenzhen Kaizhong Precision Technology Co.Ltd(002823) (hereinafter referred to as “the company”) held the 31st meeting of the third board of directors and the third extraordinary general meeting of shareholders in 2020 on August 21, 2020 and September 8, 2020 respectively, and deliberated and adopted the proposal on the company’s 2020 non-public development and issuance of shares Proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to non-public offering of shares in 2020 and other proposals related to the company’s non-public offering of shares. According to the above resolutions of the meeting, the validity period of the resolution of the general meeting of shareholders of the company on the non-public offering of shares and the authorization of the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering of shares are 12 months from the date of deliberation and approval of the third extraordinary general meeting of shareholders in 2020.
In March 2021, the company received the reply on approving Shenzhen Kaizhong Precision Technology Co.Ltd(002823) non-public offering of shares (zjxk [2021] No. 660) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and agreed to the company’s application for non-public offering of shares. The above reply shall be valid within 12 months from the date of approval of issuance (March 3, 2021).
In order to ensure the smooth progress of this non-public offering of shares, the company held the second meeting of the Fourth Board of directors and the third extraordinary general meeting of shareholders in 2021 on August 20, 2021 and September 8, 2021, and deliberated and adopted the proposal on extending the validity period of the resolutions of the general meeting of shareholders of the company’s non-public offering of shares Proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to fully handle matters related to non-public development of shares, It is agreed that the company will extend the validity period of the resolution of the general meeting of shareholders on the non-public offering of shares and the validity period of the authorization of the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering of shares from the expiration date of the original resolution of the general meeting of shareholders to the expiration date of the 12-month validity period stipulated by the CSRC on the approval and reply of the company on the non-public offering of shares (i.e. extended to March 2, 2022). In addition to extending the above validity period, other contents of the company’s non-public offering of shares remain unchanged.
2、 Reasons for terminating non-public offering of shares
After the company obtained the approval document of the China Securities Regulatory Commission on the non-public offering of shares, the company’s board of directors, management and intermediaries actively promoted various work on the non-public offering of shares. In view of the fact that the 12-month validity period of the reply of China Securities Regulatory Commission on Approving the company’s non-public offering of shares is about to expire, and since the preparation of the non-public offering of shares, many changes have taken place in the capital market environment, the company’s market value performance, financing opportunities and other factors, in order to protect the interests of the majority of investors and comprehensively consider the overall business plan of the company, The company decided to terminate the non-public offering of shares.
3、 Impact of termination of non-public offering of shares on the company
At present, the company’s daily production and operation are normal. The termination of this non-public offering will not have an adverse impact on the company’s production and operation and sustainable development, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
4、 Termination of deliberation procedures for non-public offering of shares
The eighth meeting of the Fourth Board of directors and the seventh meeting of the Fourth Board of supervisors held on March 2, 2022 considered and adopted the proposal on terminating the non-public development of shares in 2020. According to the authorization of the third extraordinary general meeting of shareholders in 2020 and the third extraordinary general meeting of shareholders in 2021 to the board of directors on this non-public offering of shares, this matter does not need to be submitted to the general meeting of shareholders for deliberation.
5、 Opinions of independent directors
The independent directors of the company believe that the termination of the non-public offering of shares in 2020 is a prudent decision made by the company considering the external situation and the actual operation of the company. The termination of the company’s non-public offering of shares in 2020 will not have an adverse impact on the company’s operation, and there is no situation damaging the interests of the company and all shareholders, especially minority shareholders. The relevant decision-making procedures comply with relevant laws and regulations and the relevant provisions of the articles of association. We agree that the company will terminate the non-public offering of shares in 2020.
6、 Opinions of the board of supervisors
The board of supervisors believes that after comprehensively considering the internal and external factors of the company, the company decides to terminate the non-public offering of shares in 2020, which will not damage the interests of the company and all shareholders, especially the minority shareholders, and will not have a significant adverse impact on the production and operation of the company. At the same time, the deliberation procedure of the relevant proposals on this matter is legal and effective, in line with the relevant laws and regulations and the relevant provisions of the articles of association, and it is agreed that the company will terminate the non-public offering of shares in 2020.
7、 Documents for future reference
1. Resolutions of the 8th meeting of the 4th board of directors of the company;
2. Resolutions of the 7th Meeting of the 4th board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the eighth meeting of the Fourth Board of directors.
It is hereby announced.
Shenzhen Kaizhong Precision Technology Co.Ltd(002823) board of directors
March 3, 2022
