Securities code: 300720 securities abbreviation: Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) Announcement No.: 2021-091 Guangdong High Dream Intellectualized Machinery Co.Ltd(300720)
Announcement of resolutions of the fourth meeting of the Fourth 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
Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) the fourth meeting of the Fourth Board of directors was held in the company’s conference room on December 14, 2021 by means of on-site communication. The notice of this meeting has been sent to all directors in written form and network communication on December 3, 2021. Zheng Ying, chairman of the board of directors, presided over the meeting. There should be 5 directors, 5 actual directors and 0 authorized representatives. All supervisors and senior managers attended the meeting as nonvoting delegates, which complied with the relevant provisions of the company law and the articles of association, and the meeting was valid.
2、 Deliberations of the board meeting
(i) Deliberated and adopted the “on the company’s plan to sign”
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Proposal for
Based on the company’s business development strategy and the needs of the company’s business development, It is agreed that the company shall sign the investment agreement with Chengdu Xintong Software Co., Ltd. (hereinafter referred to as the “target company”), the shareholder of the target company, Chengdu Xintong Technology Co., Ltd. and Li Rui, the actual controller of the target company, and request the general meeting of shareholders to authorize the chairman of the company to sign the investment agreement and relevant agreement documents.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com.cn published by the company on the same day About the company’s proposed signing
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Notice of.
（2） The proposal on the company’s plan to provide external financial assistance was deliberated and adopted
Agree that the company will provide financial assistance to the borrower Li Rui with its own funds, i.e. RMB 80 million convertible loan, in accordance with the investment agreement, after all the preconditions agreed in the investment agreement are met or exempted in writing by the company; The loan term starts from the date when the loan is transferred to the bank account designated by Li Rui (including the date) and expires at the earlier of: (1) the date when the company requests to exercise the equity exchange; (2) June 30, 2023; (3) other repayment dates agreed in the investment agreement; the annual interest rate of the loan is 8% (simple interest); if Li Rui should repay the principal and interest according to the contract but delay in payment at the expiration of the loan term, Li Rui should pay liquidated damages to the company at 0.04% of the unpaid amount per day until the repayment is completed; the loan must be used preferentially and specially for Li Rui or the enterprise controlled by Li Rui to repurchase all the shares of Xintong technology held by the financial investor shareholder of Xintong technology and pay the debt of Xintong technology to it The debts of the obligee and the corresponding taxes, fees, etc.
Voting results: 5 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this matter.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com.cn published by the company on the same day Announcement on providing financial assistance to foreign countries.
（3） Deliberating the proposal on purchasing the liability insurance of the company and the directors, supervisors and senior managers
In order to further improve the company’s risk management system, promote the directors, supervisors and senior managers of the company to fully perform their duties and protect the interests of investors, the company plans to purchase liability insurance for the company and its directors, supervisors and senior managers.
All directors of the company abstain from voting on this proposal, which is directly submitted to the general meeting of shareholders of the company for deliberation
The independent directors of the company have expressed independent opinions on this proposal.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com..cn. ）Announcement on purchasing the liability insurance of the company and the directors, supervisors and senior managers.
（4） The proposal on convening the second extraordinary general meeting of shareholders in 2021 was deliberated and adopted
After deliberation, the company held the second extraordinary general meeting of shareholders in 2021 at No. 3, longzhan Road, Huanglong village committee, Beijiao Town, Shunde District, Foshan City at 14:30 p.m. on December 30, 2021 to consider the above relevant proposals to be submitted to the general meeting of shareholders for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 4th meeting of the 4th board of directors; 2. Independent opinions of independent directors on matters related to the fourth meeting of the Fourth Board of directors; 3. Other documents required by Shenzhen Stock Exchange. It is hereby announced.
Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) board of directors
December 14, 2021
