Securities code: Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) securities abbreviation: Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) Announcement No.: 202217 Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120)
On extending the validity of the resolution of the general meeting of shareholders on issuing shares to specific objects and relevant authorization
Notice of validity
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.
Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) (hereinafter referred to as "the company") held the 9th meeting of the 5th board of directors on March 2, 2022, deliberated and adopted the proposal on extending the validity period of the resolution of the general meeting of shareholders on issuing shares to specific objects and the proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to fully handle specific matters of issuing shares to specific objects. The relevant matters are hereby announced as follows:
1、 Approval of the validity period of resolutions of the general meeting of shareholders of the company issuing shares to specific objects and the validity period of relevant authorizations. The company held the first extraordinary general meeting of shareholders in 2021 on January 14, 2021, The meeting deliberated and adopted the proposal on the company's plan to issue A-Shares to specific objects in 2020 and the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle the specific matters of issuing shares to specific objects. According to the above-mentioned resolutions of the general meeting of shareholders, the validity period of the resolutions of the general meeting of shareholders of the company on the stock issuance scheme to specific objects and the authorization to the board of directors is 12 months from the date when the first extraordinary general meeting of shareholders of the company in 2021 deliberates and approves the relevant proposals of the issuance.
At present, the specific issues of the company's issuance of shares to specific objects are still in the process of hearing by the exchange. In order to ensure the smooth completion of the issuance, the board of directors agreed to extend the validity of the above resolution for 12 months from the date of expiration.
2、 Extend the validity period of the resolution of the general meeting of shareholders issuing shares to specific objects and the validity period of relevant authorization
As of the date of this announcement, the company has not issued shares to specific objects. In order to ensure the smooth progress of the issuance of shares to specific objects, the board of directors agreed to extend the validity period of the resolution of the general meeting of shareholders on the issuance of shares to specific objects and authorize the board of directors to handle the specific matters of the issuance of shares to specific objects by 12 months from the expiration of the original validity period. This matter needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 Deliberation on extending the validity period of resolutions of the general meeting of shareholders issuing shares to specific objects and the validity period of relevant authorizations
1. Deliberations of the board of directors
The company held the 9th meeting of the 5th board of directors on March 2, 2022, deliberated and approved the proposal on extending the validity period of the resolution of the general meeting of shareholders on issuing shares to specific objects and the proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to handle specific matters of issuing shares to specific objects with full power, The general meeting of shareholders is also requested to extend the validity period of the resolution of the general meeting of shareholders on the issuance of shares to specific objects and authorize the board of directors to handle the specific matters of the issuance of shares to specific objects by 12 months from the date of expiration of the original validity period.
2. Deliberation of the board of supervisors
The company held the 9th meeting of the 5th board of supervisors on March 2, 2022, deliberated and passed the proposal on extending the validity period of the resolution of the general meeting of shareholders on issuing shares to specific objects, and agreed to extend the validity period of the resolution of the general meeting of shareholders on issuing shares to specific objects for 12 months from the expiration of the original validity period.
3. Independent opinions of independent directors
All independent directors of the company carefully reviewed the proposal on extending the validity period of the resolution of the general meeting of shareholders on issuing shares to specific objects and the proposal on requesting the general meeting of shareholders of the company to extend the validity period of authorizing the board of directors to handle specific matters of issuing shares to specific objects, and expressed their independent opinions on the above proposal, It is considered that the company's decision to extend the validity period of the general meeting of shareholders issuing shares to specific objects and the validity period of the general meeting of shareholders authorizing the board of directors to handle specific matters is in line with the interests of the company and there is no behavior damaging the interests of the company and shareholders; The decision-making procedures are legal and effective, and comply with the provisions of relevant laws and regulations and the articles of association. We agree that the company will extend the validity period of the resolution of the general meeting of shareholders issuing shares to specific objects and the validity period of the board of directors authorized by the general meeting of shareholders to handle relevant matters for 12 months from the expiration date, and agree to submit relevant proposals to the general meeting of shareholders of the company for deliberation.
4、 Documents for future reference
1. Resolutions of the 9th meeting of the 5th board of directors;
2. Resolutions of the 9th meeting of the 5th board of supervisors;
3. Independent opinions of independent directors on matters related to the resolutions of the ninth meeting of the Fifth Board of directors; It is hereby announced.
Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) board of directors
March 2, 2022
