Securities code: 300739 securities abbreviation: Sunshine Global Circuits Co.Ltd(300739) Announcement No.: 2021-133 bond Code: 123087 bond abbreviation: Mingdian convertible bond
Sunshine Global Circuits Co.Ltd(300739)
Announcement of resolutions of the 38th (Interim) meeting of the second board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Convening of board meeting
Sunshine Global Circuits Co.Ltd(300739) (hereinafter referred to as “the company”) the 38th (Interim) meeting of the second board of directors (hereinafter referred to as “the meeting”) ）It will be held on December 23, 2021 by on-site combined with communication voting. The meeting notice has been sent by mail, telephone, personal delivery and other means on December 17, 2021. The meeting was presided over by Mr. Zhang Peike, chairman of the company. There were 6 directors and 6 actual directors. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening procedures of the meeting comply with the company law of the people’s Republic of China, the articles of association and other relevant provisions, and the formed resolutions are legal and effective.
2、 Deliberations of the board meeting
(i) The proposal on adjusting the business quota of foreign exchange derivatives was deliberated and adopted.
In order to effectively avoid the risks in the foreign exchange market, prevent the adverse impact of large exchange rate fluctuations on the company’s performance, improve the use efficiency of foreign exchange funds and lock in the exchange cost, the board of directors agreed that the company would adjust the trading limit of foreign exchange derivatives from RMB 600 million or equivalent foreign currency to RMB 130 million or equivalent foreign currency, The above quota is valid within 12 months after it is approved by the general meeting of shareholders of the company and can be recycled and rolled. If the duration of a single transaction exceeds the validity of the resolution, the validity of the resolution shall be automatically extended to the termination of the single transaction. The company’s foreign exchange derivatives trading business this time shall follow the principles of legality, prudence, safety and effectiveness. All foreign exchange derivatives trading businesses are based on normal production and operation, rely on specific business operations, and for the purpose of avoiding and preventing exchange rate risks. Speculation and illegal arbitrage transactions are not allowed.
The company’s current foreign exchange derivatives transaction must be based on the prudent prediction of the company’s foreign currency receipts (payments). The foreign currency amount of the foreign exchange derivatives transaction contract must match the prudent prediction of foreign currency receipts (payments).
The board of supervisors of the company gave consent to this matter, and the independent directors gave consent to this matter. Minsheng Securities Co., Ltd. issued verification opinions on the matter.
The above matters need to be submitted to the general meeting of shareholders of the company for deliberation. The period is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders and can be recycled and used.
For details, please refer to cninfo.com, the information disclosure website designated by the company on the gem on December 23, 2021（ http://www.cn.info.com..cn. ）Announcement on adjusting the business quota of foreign exchange derivatives.
Voting result: 6 affirmative votes; No negative votes; No abstentions.
（2） The proposal on using some idle self owned funds and some idle raised funds for cash management was deliberated and adopted.
In order to improve the use efficiency of idle self owned funds and idle raised funds of the company, on the premise of not affecting the normal operation of the company, the normal progress of the use of raised funds, not changing the purpose of raised funds and effectively controlling risks, It is agreed that the company and its holding subsidiaries use idle self owned funds with a maximum amount of no more than RMB 600 million and temporarily idle raised funds with a maximum amount of no more than RMB 600 million for cash management, purchase financial products with high security and good liquidity, and the funds can be used on a rolling basis, However, the use of idle raised funds to purchase financial products also needs to meet the requirements that the investment period of a single product shall not exceed 12 months and break even. At the same time, the chairman of the company is authorized to exercise the investment decision-making power within the limit, sign relevant legal documents (including but not limited to: select the qualified issuer of financial products, clarify the financial amount, select the variety of financial products, sign contracts, etc.), and authorize the financial department of the company to implement relevant matters.
The above cash management limit needs to be submitted to the general meeting of shareholders of the company for deliberation. The investment period is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. During the above validity period, the cash management limit can be used on a rolling basis.
The independent directors of the company expressed their independent opinions on the matter, and the board of supervisors of the company issued verification opinions. Minsheng Securities Co., Ltd. issued verification opinions on the matter.
For details, please refer to cninfo.com, the information disclosure website designated by the company on the gem on December 23, 2021（ http://www.cn.info.com..cn. ）Announcement on the use of some idle self owned funds and some idle raised funds for cash management disclosed.
Voting results: 6 in favor, 0 against and 0 abstention.
（3） The proposal on the prediction of daily connected transactions in 2022 was considered and adopted.
The company expects that the total amount of daily related party transactions with related parties in 2022 will not exceed RMB 5 million. As a related director, Mr. Zhang Peike avoided voting.
The independent directors of the company recognized the related party transaction in advance and expressed independent opinions. The board of supervisors and the sponsor Minsheng Securities Co., Ltd. issued relevant opinions on this connected transaction.
For details, please refer to cninfo.com, the information disclosure website designated by the company on the gem on December 23, 2021（ http://www.cn.info.com..cn. ）Announcement on the forecast of daily connected transactions in 2022 disclosed.
Voting results: 5 in favor, 0 against and 0 abstention, and Mr. Zhang Peike, a related director, avoided voting.
（4） The proposal on applying for credit line from the bank and providing guarantee for subsidiaries was deliberated and passed. In order to meet the needs of production, operation and development of the company and its subsidiaries, the company plans to apply to China Everbright Bank Company Limited Co.Ltd(601818) Apply for a credit line of RMB 150 million with a credit term of one year. Within this line, the company will apply for credit according to the actual capital demand. Meanwhile, Jiujiang Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd., a wholly-owned subsidiary of the company, plans to apply for a credit line of RMB 100 million from Bank Of China Limited(601988) with a credit term of one year. Within this line, the subsidiary applies for credit according to the actual capital demand, and the company provides joint and several liability guarantee for the above credit. Within the above limit, the guarantee period shall be subject to the formal agreement or contract actually signed between the company and the bank.
This time, the company and its subsidiaries applied to the bank for credit line and the company provided credit guarantee for the wholly-owned subsidiary Jiujiang Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd. in order to meet the capital needs of the company and its subsidiaries for business development, ensure the orderly operation of the company’s daily operation and comply with the overall interests of the company. Jiujiang Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd. operates stably and has the ability to repay debts. Providing guarantee for it will not have a significant adverse impact on the company, nor will it damage the interests of listed companies and shareholders.
The board of supervisors and independent directors of the company expressed relevant opinions on this matter. For details, please refer to cninfo.com, the information disclosure website designated by the company on the gem on the same day（ http://www.cn.info.com..cn. ）Relevant announcements disclosed.
Voting results: 6 in favor, 0 against and 0 abstention.
（5） The proposal on convening the first extraordinary general meeting of shareholders in 2022 was considered and adopted.
The company will hold the first extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting at 15:00 p.m. on January 10, 2022. For details, please refer to cninfo.com, the information disclosure website designated by the company on the gem on December 23, 2021（ http://www.cn.info.com..cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed.
Voting results: 6 in favor, 0 against and 0 abstention.
3、 Documents for future reference
(i) Resolution of the 38th (Interim) meeting of the second board of directors of the company;
（2） Prior approval opinions of independent directors on matters related to the 38th (Interim) meeting of the second board of directors;
（3） Independent opinions of independent directors on matters related to the 38th (Interim) meeting of the second board of directors;
（4） Resolution of the 30th (Interim) meeting of the second board of supervisors of the company;
（5） Verification opinions of Minsheng Securities Co., Ltd. on Sunshine Global Circuits Co.Ltd(300739) 2022 annual forecast of daily connected transactions;
（6） Verification opinions of Minsheng Securities Co., Ltd. on Sunshine Global Circuits Co.Ltd(300739) adjusting the business quota of foreign exchange derivatives trading;
（7） Verification opinions of Minsheng Securities Co., Ltd. on Sunshine Global Circuits Co.Ltd(300739) using some idle self owned funds and some idle raised funds for cash management.
（8） Other documents.
It is hereby announced.
Sunshine Global Circuits Co.Ltd(300739) board of directors December 23, 2021
