Securities code: Shenzhen Kaizhong Precision Technology Co.Ltd(002823) securities abbreviation: Shenzhen Kaizhong Precision Technology Co.Ltd(002823) Announcement No.: 2022013 bond Code: 128042 bond abbreviation: Kaizhong convertible bond
Shenzhen Kaizhong Precision Technology Co.Ltd(002823)
Announcement of resolutions of the 8th 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.
Shenzhen Kaizhong Precision Technology Co.Ltd(002823) (hereinafter referred to as “the company”) the notice of the 8th meeting of the 4th board of directors was sent to all directors in the form of e-mail and telephone on February 26, 2022. The meeting was held on March 2, 2022 in the form of combination of on-site and communication. 9 directors (including 3 independent directors) should attend the meeting, and 9 actually attended. The meeting was convened and presided over by Mr. Zhang Haoyu, chairman of the board of directors. Some supervisors, senior executives and the Secretary of the board of directors attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law and other laws and regulations and the articles of association, and are legal and effective. After careful deliberation by the directors attending the meeting, the following proposals were adopted:
1、 Deliberated and passed the proposal on terminating the non-public development of shares in 2020
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.
See cninfo.com for details( http://www.cn.info.com.cn. )Announcement on the termination of non-public Development Bank shares in 2020.
The independent directors of the company have expressed their independent opinions on the above matters. See cninfo.com for details( http://www.cn.info.com.cn. )。
Voting results: 9 in favor, 0 against and 0 abstention.
2、 Deliberated and passed the proposal on terminating some projects invested by IPO and permanently replenishing the remaining raised funds with working capital
The board of directors of the company agreed to terminate the “new motor commutator project of Changsha Kaizhong Electric Technology Co., Ltd.” invested by raising shares in the initial public offering, and permanently supplement the working capital with the remaining raised capital of 408306 million yuan (including interest income, and the actual amount shall be subject to the balance of the special account on the day of capital transfer out). The matter still needs to be submitted to the general meeting of shareholders for deliberation.
See cninfo.com for details( http://www.cn.info.com.cn. )Announcement on terminating some projects invested by raising shares through initial public offering and permanently replenishing the remaining raised funds with working capital.
The independent directors of the company have expressed their independent opinions on the above matters. See cninfo.com for details( http://www.cn.info.com.cn. )。
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 Deliberated and passed the proposal on investing in the construction of Huizhou production base phase I Project
The company plans to invest in the construction of phase I project of Huizhou production base through its wholly-owned subsidiary Huizhou Shenzhen Kaizhong Precision Technology Co.Ltd(002823) Technology Co., Ltd. with its own and self raised funds of RMB 500 million.
See cninfo.com for details( http://www.cn.info.com.cn. )Announcement on investing in the construction of phase I project of Huizhou production base.
Voting results: 9 in favor, 0 against and 0 abstention.
4、 Deliberated and passed the proposal on applying for comprehensive credit line and guarantee from banks and other financial institutions in 2022
It is agreed that in 2022, the company and its wholly-owned and holding subsidiaries (all subsidiaries within the scope of consolidated statements, hereinafter referred to as “subsidiaries”) apply to banks and other financial institutions for comprehensive credit with a total line of no more than RMB 3.5 billion or equivalent foreign currency, including but not limited to liquidity loans, trade financing, medium and long-term project loans, letters of credit, letter of guarantee, factoring Comprehensive credit businesses such as bank acceptance, letter of credit and financial leasing (the specific business types shall be subject to the approval of relevant financial institutions); It is agreed that in 2022, the company will provide guarantees for subsidiaries (including among subsidiaries) with a total amount of no more than RMB 1.7 billion or equivalent foreign currencies, of which the upper limit of guarantee for subsidiaries with asset liability ratio of more than 70% is RMB 720 million and the upper limit of guarantee for subsidiaries with asset liability ratio of less than 70% is RMB 980 million. Within the scope of the above total guarantee amount, the company can adjust the guarantee amount of each subsidiary according to the actual situation, adjust the actual guarantee subject, and authorize the legal representative of the guarantee subject to sign relevant guarantee agreements or documents. The authorization period starts from the date of approval of the second extraordinary general meeting of shareholders in 2022 to the date of convening the annual general meeting of shareholders in 2022.
See cninfo.com for details( http://www.cn.info.com.cn. )Announcement on applying for comprehensive credit line and guarantee from banks and other financial institutions in 2022.
The independent directors of the company have expressed their independent opinions on the above matters. See cninfo.com for details( http://www.cn.info.com.cn. )。
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 Deliberated and passed the proposal on convening the second extraordinary general meeting of shareholders in 2022
It is agreed that the company will hold the second extraordinary general meeting of shareholders in Shenzhen Kaizhong Precision Technology Co.Ltd(002823) 2022 on March 21, 2022, which will be held by combining on-site voting and online voting.
See cninfo.com for details( http://www.cn.info.com.cn. )Notice on convening the second extraordinary general meeting of shareholders in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Shenzhen Kaizhong Precision Technology Co.Ltd(002823) board of directors
March 3, 2022