Securities code: 300025 securities abbreviation: Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) Announcement No.: 2022-001 Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025)
Announcement on resolutions of the 11th meeting of the 6th 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.
The 11th meeting of the 6th board of directors of Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) (hereinafter referred to as “the company”) was notified by mail, fax or personal service on December 29, 2021 and held by communication voting on December 30, 2021. At the meeting, there are 7 directors who should participate in voting and 7 directors who actually participate in voting. The convening and voting procedures of this meeting comply with the relevant provisions of the company law and the articles of association. The meeting is presided over by Mr. Zhu Dongcheng, chairman of the board of directors. The following resolutions were adopted by the voting of the directors present at the meeting: 1. The agreement on the transfer of 17% equity of Internet harbor and the signing of
<股权转让协议>
The company and Haoteng investment management partnership (limited partnership) of Ningbo Meishan free trade port area (hereinafter referred to as “Haoteng investment”) reached an agreement on the transfer of 17% equity of Beijing Internet harbor Technology Co., Ltd. (hereinafter referred to as “Internet harbor”), and both parties signed the equity transfer agreement with effective conditions. The company plans to transfer 17% equity of Internet harbor to Haoteng investment at a price of 14.5 million yuan.
Considering Dacheng Technology’s current performance ability and previous performance, Haoteng investment’s performance ability, the assessed value of Internet harbor, the operation and debt of Internet harbor, although the company transferred the remaining 17% equity of Internet harbor to Haoteng investment at a price lower than Dacheng Technology’s repurchase price, the transfer price is higher than the net asset price and assessed value per share of Internet harbor, It also covers the liquidated damages payable by Dacheng Technology this time, and the company has realized the equity investment as much as possible.
The equity transfer is paid in installments. The company will go through the equity transfer procedures with Haoteng investment after receiving all the equity transfer. This equity transfer is conducive to increasing the company’s cash inflow and enhancing the company’s short-term payment capacity, which is in line with the interests of all shareholders and the company. Meanwhile, the general meeting of shareholders is requested to authorize Mr. Zhu Dongcheng, chairman of the company, to handle the follow-up specific related matters of the equity transfer agreement on behalf of the company.
The independent directors of the company expressed independent opinions on the proposal.
The proposal was adopted by 7 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 Deliberated and adopted the agreement on signing with Dacheng Technology
<补充协议二>
Proposal for
On December 30, 2021, the company, Hangzhou Dacheng Technology Co., Ltd. (hereinafter referred to as “Dacheng Technology”), Internet harbor and Ren Zhiyuan signed supplementary agreement II on equity transfer of Beijing Internet harbor Technology Co., Ltd. between Hangzhou Dacheng Technology Co., Ltd. and Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) with effective conditions, The parties agree that if Haoteng investment pays a total of 14.5 million yuan for equity transfer to the company in accordance with the equity transfer agreement, and successfully transfers 17% of the equity of Internet harbor held by the company, Then the company will no longer pursue the liquidated damages of RMB 13.33 million for Dacheng Technology’s failure to acquire 17% equity of interconnected harbor from the company in accordance with Article 4.2 of the original agreement in accordance with item (3) of article 14.1 of the equity transfer agreement between Hangzhou Dacheng Technology Co., Ltd. and Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) and other related Beijing interconnected harbor Technology Co., Ltd. (hereinafter referred to as the “original agreement”). If Haoteng investment fails to pay 14.5 million yuan for equity transfer to Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) as agreed in the equity transfer agreement and is overdue for more than 30 days, Dacheng Technology shall still perform its contractual obligations in accordance with articles 4.2 and 14.1 of the original agreement. After the relevant provisions of supplementary agreement II come into force, the contents of Dacheng Technology repurchase commitment terms agreed in the original agreement will be changed.
One of the preconditions for the effectiveness of supplementary agreement II is the effectiveness of the equity transfer agreement between the company and Haoteng investment. The signing of supplementary agreement II is conducive to the continued performance of the equity transfer agreement, can strengthen the stability of the Internet harbor management team, ensure its normal operation, and is conducive to the performance of Haoteng investment’s purchase of equity. The independent directors of the company expressed independent opinions on the proposal.
The proposal was adopted by 7 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3、 Deliberated and approved the disposal and signing of overdue debts and related performance commitment compensation rights of Internet harbor
<补充协议三>
Proposal for
On December 30, 2021, the company signed the Supplementary Agreement III on equity transfer between Hangzhou Dacheng Technology Co., Ltd. and Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) about Beijing Internet harbor Technology Co., Ltd. (hereinafter referred to as “Supplementary Agreement III”) with internet harbor, Dacheng Technology and Ren Zhiyuan, The parties reached a new disposal plan on the overdue debt of Internet harbor and related performance commitment and compensation rights. Meanwhile, the general meeting of shareholders is requested to authorize Mr. Zhu Dongcheng, chairman of the company, to handle the follow-up specific related matters of Supplementary Agreement III on behalf of the company. Comprehensively considering the assets, operation and relevant conditions of the guarantor of the Internet harbor, signing Supplementary Agreement III is conducive to safeguarding the overall interests of the company to the greatest extent. If the Supplementary Agreement III can be well performed, it will increase the company’s cash inflow and enhance the company’s short-term payment capacity, which is in line with the interests of all shareholders and the company. The independent directors of the company expressed independent opinions on the proposal.
The proposal was adopted by 7 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The first extraordinary general meeting of shareholders in 2022 is scheduled to be held at 14:30 on Monday, January 17, 2022. The proposal was adopted by 7 votes in favor, 0 against and 0 abstention.
It is hereby announced.
Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) board of directors January 1, 2002
