Securities code: Joyware Electronics Co.Ltd(300270) securities abbreviation: Joyware Electronics Co.Ltd(300270) Announcement No.: 2022009 Joyware Electronics Co.Ltd(300270)
Announcement on terminating the issue of A-Shares to specific objects in 2020 and withdrawing the application documents
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.
Joyware Electronics Co.Ltd(300270) (hereinafter referred to as “the company”) held the 24th Meeting of the 4th board of directors and the 20th meeting of the 4th board of supervisors on March 11, 2022, deliberated and adopted the proposal on terminating the issue of A-Shares to specific objects in 2020 and withdrawing the application documents, Agree to terminate the company’s issue of A-Shares to specific objects in 2020 and apply to Shenzhen stock exchange for withdrawal of relevant application documents. The relevant information is hereby announced as follows:
1、 Overview of the company’s issuance of shares to specific objects in 2020
The company held the 10th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors on August 28, 2020, and the 2nd extraordinary general meeting of shareholders in 2021 on March 12, 2021, which deliberated and adopted the proposal on the company’s plan to issue A-Shares to specific objects in 2020 and other relevant proposals, And authorize the board of directors to handle matters related to the issuance of shares to specific objects in 2020.
On August 5, 2021, the company received the notice on accepting the application documents of Joyware Electronics Co.Ltd(300270) issuing shares to specific objects issued by Shenzhen Stock Exchange (szss [2021] No. 381), and Shenzhen Stock Exchange decided to accept it.
On October 21, 2021, the company held the 20th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the company’s plan for issuing A-Shares to specific objects in 2020 and other relevant proposals, and adjusted the number of A-Shares issued to specific objects from no more than 90841800 shares to no more than 48456045 shares, The total amount of raised funds shall be adjusted from no more than 530516112 yuan (including the principal amount) to no more than 28298330280 yuan (including the principal amount).
For details of the above, please refer to cninfo.com, the gem information disclosure website designated by the CSRC info. com. cn. Relevant announcements of disclosure.
2、 Reasons for terminating the issuance of shares to specific objects in 2020
Since the announcement of the plan of issuing shares to specific objects in 2020, the board of directors, management and relevant intermediaries of the company have been actively promoting the work of issuing shares to specific objects. 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 company, after careful analysis and repeated communication with intermediaries, decided to terminate the issue of shares to specific objects in 2020 and apply to Shenzhen stock exchange for withdrawal of relevant application documents. The company will choose the opportunity to launch a new issuance scheme in combination with its own actual situation, internal and external environment and other factors.
3、 Impact of terminating the issuance of shares to specific objects in 2020 on the company
At present, all businesses of the company are operating normally. The termination of the issuance of shares to specific objects in 2020 is a prudent decision based on 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. It will not have a significant adverse impact on the daily production and operation of the company, and will not damage the company and shareholders, Especially the interests of minority shareholders.
Mr. Shi Xugang, the shareholder of the company, signed the supplementary agreement to the package agreement with Xinxiang industry fund No. 1 on December 30, 2020. The special provisions in Article 6 of the agreement clearly stipulates that if the issuance of shares by the listed company to specific objects is not successfully implemented, Mr. Shi Xugang shall be entrusted with additional voting rights, re-election of the board of directors, block trading / agreement transfer Continue to promote the non-public offering of shares to Xinxiang Industrial Fund No. 1, and promote Xinxiang Industrial Fund No. 1 to obtain the actual control of the listed company (to the extent that it is sufficient to ensure that Xinxiang Industrial Fund No. 1 obtains the control of the listed company), For details, see the announcement on the signing of the supplementary agreement to the package agreement by the controlling shareholders and actual controllers of the company (Announcement No. 2020115) disclosed by the company on cninfo.com on December 31, 2020.
4、 Terminate the deliberation procedure of issuing shares to specific objects in 2020
1. Deliberation procedures of the board of directors
On March 11, 2022, the company held the 24th Meeting of the 4th board of directors, deliberated and passed the proposal on terminating the issue of A-Shares to specific objects in 2020 and withdrawing the application documents, agreed to terminate the issue of A-Shares to specific objects in 2020 and applied to Shenzhen stock exchange for withdrawing the relevant application documents. According to the authorization of the second extraordinary general meeting of shareholders in 2021, this matter does not need to be submitted to the general meeting of shareholders for deliberation.
2. Deliberation procedures of the board of supervisors
On March 11, 2022, the company held the 20th meeting of the 4th board of supervisors, deliberated and passed the proposal on terminating the issue of A-Shares to specific objects in 2020 and withdrawing the application documents, agreed to terminate the issue of A-Shares to specific objects in 2020 and applied to Shenzhen stock exchange for withdrawing the relevant application documents. The termination of the issuance of shares to specific objects will not have a significant adverse impact on the company’s daily production and operation, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders.
3. Prior approval opinions of independent directors
The termination of the issue of A-Shares to specific objects in 2020 is a decision made by comprehensively considering various internal and external factors in combination with the current actual situation of the company. It is understood that the company’s current business operations are normal, and the termination of the issuance of shares to specific objects will not have a significant adverse impact on the company’s daily production and operation, and there is no damage to the interests of the company and shareholders, especially minority shareholders. Therefore, after prior deliberation, we agreed to submit this proposal to the 24th Meeting of the Fourth Board of directors of the company for deliberation.
4. Independent opinions of independent directors
The termination of the issue of A-Shares to specific objects in 2020 is a decision made by comprehensively considering various internal and external factors in combination with the current actual situation of the company. The relevant decision-making procedures comply with the relevant provisions of laws and regulations and the articles of association. At present, the company’s business operations are normal. The termination of the issuance of shares to specific objects will not have a significant adverse impact on the company’s daily production and operation, and there is no damage to the interests of the company and shareholders, especially minority shareholders. Therefore, we agree to terminate the issue of A-Shares to specific objects in 2020 and withdraw the relevant application documents.
5、 Documents for future reference
1. Resolutions of the 24th Meeting of the 4th board of directors;
2. Resolutions of the 20th meeting of the 4th board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 24th Meeting of the Fourth Board of directors;
4. Independent opinions of independent directors on matters related to the 24th Meeting of the Fourth Board of directors.
It is hereby announced.
Joyware Electronics Co.Ltd(300270) board of directors
March 12, 2022
