Securities code: Joyware Electronics Co.Ltd(300270) securities abbreviation: Joyware Electronics Co.Ltd(300270) Announcement No.: 2022007 Joyware Electronics Co.Ltd(300270)
Announcement on the resolution of the 24th Meeting of the 4th 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
Joyware Electronics Co.Ltd(300270) (hereinafter referred to as “the company”) the notice of the 24th Meeting of the Fourth Board of directors was sent to all directors of the company by telephone and oral form on March 11, 2022. The meeting was held in the company’s conference room at 16:30 on March 11, 2022 by means of on-site voting and communication voting. The meeting was unanimously agreed by all directors to waive the time requirement of meeting notice. Seven directors should be present at the board of directors, among which Shi Xugang, Zhang Gaofeng and Chen Haijun, affiliated directors, avoided voting, and 4 actually participated in voting, which is in line with the provisions of the company law and the articles of association. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other laws, regulations, normative documents and the relevant provisions of the articles of association. The meeting was presided over by Chairman Shi Xugang, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates.
2、 Deliberations of the board meeting
1. The proposal on terminating the issue of A-Shares to specific objects in 2020 and withdrawing the application documents was deliberated and adopted
In view of the current regulatory policies and changes in the capital market environment, taking into account the actual situation of the company, future development planning and other factors, the board of directors agreed to terminate the issue of shares to specific objects in 2020 and apply to Shenzhen stock exchange for the withdrawal of relevant application documents.
Voting results: 4 affirmative votes, 0 negative votes and 0 abstention votes, and the number of affirmative votes accounts for 100% of the total votes; Directors Shi Xugang, Zhang Gaofeng and Chen Haijun avoided voting.
According to the authorization of item (10) of the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the issuance of shares to specific objects in 2020, which was deliberated and adopted at the second extraordinary general meeting of shareholders in 2021: except for matters requiring re voting by the general meeting of shareholders in accordance with relevant laws, regulations and the articles of association, Authorize the board of directors to handle other specific matters related to the issuance of shares to specific objects, including but not limited to modifying, supplementing and signing all agreements and documents related to the issuance to specific objects. The proposal does not need to be submitted to the general meeting of shareholders for deliberation. The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the matter. The announcement on terminating the issue of A-Shares to specific objects in 2020 and withdrawing the application documents and the specific contents of the opinions expressed by the independent directors are published on www.cninfo.com on the same day info. com. cn. And other relevant announcements on the gem information disclosure website designated by the CSRC.
2. Deliberated and passed the proposal on signing the termination agreement of share subscription agreement and supplementary agreement and related party transactions with specific objects
In view of the company’s decision to terminate the issue of shares to specific objects in 2020 and apply to Shenzhen stock exchange for withdrawal of relevant application documents, the board of directors agreed that the company and Xinxiang xintou industry M & A investment fund No. 1 partnership (limited partnership) signed the cancellation agreement of share subscription agreement and supplementary agreement.
Voting results: 4 affirmative votes, 0 negative votes and 0 abstention votes, and the number of affirmative votes accounts for 100% of the total votes; Directors Shi Xugang, Zhang Gaofeng and Chen Haijun avoided voting.
According to the authorization of item (10) of the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the issuance of shares to specific objects in 2020, which was deliberated and adopted at the second extraordinary general meeting of shareholders in 2021: except for matters requiring re voting by the general meeting of shareholders in accordance with relevant laws, regulations and the articles of association, Authorize the board of directors to handle other specific matters related to the issuance of shares to specific objects, including but not limited to modifying, supplementing and signing all agreements and documents related to the issuance to specific objects. The proposal does not need to be submitted to the general meeting of shareholders for deliberation. The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the matter. The announcement on signing the cancellation agreement of share subscription agreement and supplementary agreement with specific objects and related party transactions and the opinions expressed by independent directors are published on www.cninfo.com on the same day info. com. cn. And other relevant announcements on the gem information disclosure website designated by the CSRC.
It is hereby announced.
Joyware Electronics Co.Ltd(300270) board of directors
March 12, 2022
