Securities code: Konka Group Co.Ltd(000016) , 200016 securities abbreviation: shenkangjia a, shenkangjia B Announcement No.: 202214
Bond Code: 114489, 114524 bond abbreviation: 19 Konka 04, 19 Konka 06
114894, 13 Shandong Tongda Island New Materials Co.Ltd(300321) Konka 01, 21 Konka 02
13304021 Konka 03
Announcement on the resolution of the 55th meeting of the ninth 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、 Meetings of the board of directors
The 55th meeting of the 9th board of directors of Konka Group Co.Ltd(000016) (hereinafter referred to as "the company") was held by means of communication voting on Friday, March 4, 2022. The notice of this meeting will be sent to all directors and all supervisors by email, written or fax on February 22, 2022. Six directors should be present at this meeting, and actually six directors. The meeting was presided over by Mr. Liu Fengxi, chairman of the board of directors. The meeting complies with the relevant provisions of the company law of the people's Republic of China and the Konka Group Co.Ltd(000016) articles of Association (hereinafter referred to as the articles of association). 2、 Deliberations of the board meeting
After full discussion, the meeting considered and adopted the following resolutions:
(I) the proposal on the election of additional directors of the ninth board of directors was deliberated and adopted with 6 affirmative votes, 0 negative votes and 0 abstention.
In accordance with the relevant provisions of the company law of the people's Republic of China and the articles of association, and in combination with the actual situation of the company, the meeting decided to nominate Mr. Ye Xingbin as a candidate for non independent director of the ninth board of directors of the company. (please refer to the attachment for resume).
The independent directors expressed their independent opinions on the matter.
The total number of directors in the board of directors who concurrently serve as senior managers of the company and staff representatives does not exceed half of the total number of directors of the company.
According to the provisions of relevant laws and regulations, this proposal must also be submitted to the general meeting of shareholders of the company for deliberation.
(II) the proposal on providing financial assistance according to shareholding ratio after listing and transferring 31% equity of Sichuan Chengrui Real Estate Co., Ltd. was deliberated and adopted with 6 affirmative votes, 0 negative votes and 0 abstention.
Due to the needs of business development, the meeting agreed that after the company completes the public listing and transfer of 31% equity of Sichuan Chengrui Real Estate Co., Ltd., the company and other shareholders will provide financial assistance to Sichuan Chengrui Real Estate Co., Ltd. according to the shareholding ratio, of which the amount of financial assistance of the company shall not exceed 150 million yuan, the loan term shall not exceed 3 years, and the annualized interest rate of the loan shall not be less than 8%.
The independent directors expressed their agreed independent opinions on the provision of financial assistance.
The meeting authorized the company's management team to implement the final plan.
According to the provisions of relevant laws and regulations, this proposal must also be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the securities times, China Securities News, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn./new/index ）Announcement on providing financial assistance to Sichuan Chengrui Real Estate Co., Ltd. according to shareholding ratio disclosed on the.
(III) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted with 6 affirmative votes, 0 negative votes and 0 abstention.
In accordance with the requirements of the company law of the people's Republic of China, the articles of association and other laws, regulations and normative documents, and in combination with the actual situation of the company, the meeting decided to hold the first extraordinary general meeting of shareholders of the company in 2022 at 2:50 p.m. on Tuesday, March 22, 2022 in the conference room on the 19th floor of Konka R & D building, No. 28 Keji South 12th Road, Nanshan District, Shenzhen, China, Deliberated the proposal on the election of directors of the ninth board of directors and other proposals.
For details, please refer to the securities times, China Securities News, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn./new/index ）Notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed on the.
(IV) the proposal on terminating the issuance of shares and paying cash to purchase assets and raising supporting funds and related party transactions was deliberated and adopted by 3 votes in favor, 0 against and 0 abstention.
The company plans to issue shares to 11 shareholders of Ganzhou Ming Hi Tech Co., Ltd. (hereinafter referred to as "Ming hi tech") including Shenzhen Minggao Investment Holding Co., Ltd. to purchase 100% equity of Ming hi tech held by them, It is proposed to issue shares and pay cash to 33 shareholders of Jiangsu haisida power supply Co., Ltd. (hereinafter referred to as "haisida power supply") including Jiangsu haisida Group Co., Ltd. to purchase 100% equity of haisida power supply held by them, and issue shares to raise supporting funds (hereinafter referred to as "this transaction"). Since the disclosure of the transaction plan, the company and relevant parties have orderly promoted and implemented various works of the transaction. However, since the company and the shareholders of haisida power supply failed to reach an agreement on some core terms of the transaction, the meeting decided to terminate the transaction from the perspective of safeguarding the rights and interests of all shareholders, especially small and medium-sized shareholders and the interests of the company.
Whereas the controlling shareholder of the company, OCT Group Co., Ltd., is the subscriber of the shares issued with the raised matching funds for this transaction, this transaction constitutes a related relationship. The independent directors of the company approved the termination of this connected transaction in advance and expressed their independent opinions on the termination of this connected transaction. Related directors Mr. Liu Fengxi, Mr. Yao Wei and Mr. Zhou Bin abstained from voting, and other directors attending the meeting unanimously agreed to this proposal.
According to relevant laws and regulations, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the securities times, China Securities News, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn./new/index ）Announcement on terminating the issuance of shares and paying cash to purchase assets and raising supporting funds and related party transactions disclosed on the.
(V) the proposal on signing the termination agreement of the agreement on issuing shares and paying cash to purchase assets, the termination agreement of the agreement on issuing shares to purchase assets and the termination agreement of the agreement on issuing shares to purchase assets, and the termination agreement of the agreement on issuing shares and paying cash to purchase assets and raising supporting funds was reviewed and adopted by 3 votes in favor, 0 against and 0 abstention.
In order to terminate this transaction, the meeting agreed that the company and 33 counterparties including Jiangsu haisida Group Co., Ltd. signed the termination agreement of the agreement on issuing shares and paying cash to purchase assets; The agreement on the purchase of assets by and between Shenzhen Gaoming Holding Co., Ltd. and the other party; Sign the termination agreement of the share subscription agreement for issuing shares and paying cash to purchase assets and raise supporting funds with the controlling shareholder OCT Group Co., Ltd.
Related directors Mr. Liu Fengxi, Mr. Yao Wei and Mr. Zhou Bin abstained from voting, and other directors attending the meeting unanimously agreed to this proposal.
According to relevant laws and regulations, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
3、 Documents for future reference
Resolutions of the 55th meeting of the ninth board of directors, etc.
It is hereby announced.
Konka Group Co.Ltd(000016) board of directors
March 4, 2002 Annex: resume of director candidates
Ye Xingbin, male, Han nationality, was born in 1970 with a bachelor's degree. He has successively served as a full-time director of OCT Group Co., Ltd., hung up as a member of the Standing Committee of the State Party committee of Qiandongnan Prefecture, Guizhou Province, vice governor of the state government, deputy secretary of Konka Group Co.Ltd(000016) Party committee, and now serves as Deputy Secretary of Konka Group Co.Ltd(000016) Party committee.
Up to now, Mr. Ye Xingbin has no relationship with shareholders holding more than 5% of the company's shares, actual controllers, other directors, supervisors and senior managers of the company, does not hold the company's shares, and has not been punished by the CSRC and other relevant departments or disciplined by the securities exchange, There is no case of being placed on file for investigation by judicial organs for suspected crimes or by the CSRC for suspected violations of laws and regulations, and there is no case of being publicized by the CSRC on the open inquiry platform of illegal and dishonest information in the securities and futures market or being included in the name list of dishonest persons executed by the people's court, There is no circumstance that the director shall not be nominated as specified in paragraph 1 of article 3.2.2 of the self regulatory guidelines No. 1 - standardized operation of listed companies on the main board.
