Securities code: 300866 securities abbreviation: Anker Innovations Technology Co.Ltd(300866) Announcement No.: 2021-063
Anker Innovations Technology Co.Ltd(300866)
Announcement of resolutions of the 26th meeting of the second board of directors
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete
False records, misleading statements or material omissions. 1、 Convening of board meeting
The 26th meeting of the second board of directors of Anker Innovations Technology Co.Ltd(300866) (hereinafter referred to as “the company”) was held on December 14, 2021 (Tuesday) the meeting was held in room 701, 7 / F, building 7, phase I, Changsha Zhongdian Software Park Co., Ltd., No. 39, Jianshan Road, Changsha high tech Development Zone. The notice of the meeting was sent to all directors by mail and telephone on December 9, 2021. 9 directors should attend the meeting and 9 actually attended the meeting.
The meeting was convened and presided over by Mr. Yang Meng, chairman of the board of directors. The number of attendees, convening procedures and deliberation contents of the meeting were in accordance with the company law of the people’s Republic of China and other relevant laws, regulations, normative documents and the articles of association. The meeting was legal and effective. 2、 Deliberations of the board meeting
The directors attending the meeting fully discussed the proposals to be considered at the meeting, and considered and adopted the following proposals:
1. Proposal on foreign investment and related party transactions of wholly owned subsidiaries
The wholly-owned subsidiaries of the company, charging leading Limited (hereinafter referred to as “charging leading”) and Anker innovations Limited (hereinafter referred to as “Anker HK”) intend to invest in Beijing zero infinite Technology Co., Ltd. (hereinafter referred to as “zero infinite”) with their own funds of no more than us $5 million in total, of which:
(1) Charging leading, as the transferee, transfers the 2.7830% equity of zero infinity held by Unconventional Wisdom Limited (corresponding to zero infinity registered capital of RMB 712458, hereinafter referred to as “this share transfer transaction”) with its own capital of USD 102310 as the consideration;
(2) Anker HK invests in the form of convertible bonds, that is, it provides zero unlimited with a loan with a principal amount of US $4897690 (hereinafter referred to as “convertible bond loan”). If the equity conversion is implemented, Anker HK will use the convertible bond loan to subscribe for the newly increased registered capital of zero unlimited of RMB 597433 (hereinafter referred to as “this capital increase”) , accounting for 2.2805% of the zero unlimited registered capital after the completion of this capital increase, which is collectively referred to as “this convertible bond transaction” and “this investment” together with the above convertible bond loan.
After the completion of this investment, the company will hold a total of 5.0635% equity of zero infinity through its wholly-owned subsidiaries. Since Ms. He Li, one of the co actual controllers of the company, has served as a director of zero unlimited since 2019, zero unlimited is an affiliated legal person of the company according to the Listing Rules of gem shares of Shenzhen Stock Exchange and the articles of association, and this investment constitutes a connected transaction.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the matter. The recommendation institution China International Capital Corporation Limited(601995) issued clear verification opinions on the matter.
For details, see the announcement on foreign investment and related party transactions of wholly-owned subsidiaries (Announcement No.: 2021-065) disclosed by the company on cninfo.com.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Yang Meng, a related director, has withdrawn from voting. The motion was passed.
2. Proposal on continuing foreign exchange hedging business
The company and its subsidiaries intend to, The total amount of cooperation with banks and other financial institutions shall not exceed RMB 4 billion (or equivalent foreign currency) foreign exchange hedging business, including but not limited to forward foreign exchange settlement and sales business, foreign exchange swap business, foreign exchange option business and other foreign exchange derivatives business. The above limit is effective from the date of deliberation and approval by the company’s general meeting of shareholders to the convening of the annual general meeting of shareholders in 2021. Within the service life and limit, the funds can be recycled.
The independent directors of the company have expressed their agreed independent opinions on this matter. The recommendation institution China International Capital Corporation Limited(601995) issued clear verification opinions on the matter.
See the announcement on continuing foreign exchange hedging business (Announcement No.: 2021-066) disclosed by the company on cninfo.com for details.
Voting results: 9 in favor, 0 against and 0 abstention. The matter still needs to be submitted to the general meeting of shareholders for deliberation.
3. Proposal on convening the fourth extraordinary general meeting of shareholders in 2021
After deliberation, according to the provisions of the company law and the articles of association, the company plans to hold the fourth extraordinary general meeting of shareholders in 2021 on Thursday, December 30, 2021 to review the relevant matters submitted to the general meeting of shareholders.
For details, please refer to the announcement on convening the fourth extraordinary general meeting of shareholders in 2021 (Announcement No.: 2021-067) disclosed by the company on cninfo.com.
Voting results: 9 in favor, 0 against and 0 abstention. 3、 Documents for future reference
1. Resolutions of the 26th meeting of the second board of directors;
2. Prior approval opinions of independent directors on matters related to the 26th meeting of the second board of directors;
3. Independent opinions of independent directors on matters related to the 26th meeting of the second board of directors;
4. China International Capital Corporation Limited(601995) verification opinions on foreign investment and related party transactions of Anker Innovations Technology Co.Ltd(300866) wholly owned subsidiaries;
5. China International Capital Corporation Limited(601995) verification opinions on Anker Innovations Technology Co.Ltd(300866) continuing foreign exchange hedging business.
It is hereby announced.
Anker Innovations Technology Co.Ltd(300866) board of directors December 14, 2021
