Securities code: 600850 securities abbreviation: Cetc Digital Technology Co.Ltd(600850) Announcement No.: pro 2022-001 Cetc Digital Technology Co.Ltd(600850)
Announcement on resolutions of the 31st meeting of the 9th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
The 31st meeting of the 9th board of directors of Cetc Digital Technology Co.Ltd(600850) (hereinafter referred to as "the company") was held by means of communication on December 31, 2021. Nine directors shall be present at this meeting, and nine directors shall actually be present. This meeting complies with relevant national laws and regulations and the articles of association.
The deliberations of this meeting are as follows: 1. The proposal on Approving the interim audit report on the purchase of assets by issuing shares and the review report on the pro forma financial statements was deliberated and adopted
The company intends to purchase 100% equity of Shanghai baifei Electronic Technology Co., Ltd. (hereinafter referred to as the "target company") by issuing shares (hereinafter referred to as "assets purchased by issuing shares this time"). Due to the expiration of the validity period of the financial data in the documents related to the purchase of assets by issuing shares this time, in accordance with the administrative measures for major asset restructuring of listed companies and other relevant laws, regulations and normative documents, in order to meet the relevant requirements of China Securities Regulatory Commission (hereinafter referred to as "CSRC") and protect the interests of the company and shareholders, The company hired Dahua Certified Public Accountants (special general partnership) to conduct supplementary audit on the financial report of the target company in the reporting periods of 2019, 2020 and January October 2021, updated the audit report of the target company, and updated the review report of the company's annual pro forma financial statements.
Related directors Jiang Bo, Wu Zhenfeng, Zhao Xinrong and Yuan Pu avoided voting.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, the company published it on the website of Shanghai Stock Exchange on the same day (www.sse. Com.. CN.) "Dahuashen Zi [2021] No. 0016724" audit report of Shanghai baifei Electronic Technology Co., Ltd. and "dahuahe Zi [2021] No. 0012809" review report of Cetc Digital Technology Co.Ltd(600850) pro forma financial statements. 2、 The proposal on Approving the asset appraisal report for the purchase of assets by issuing shares was deliberated and adopted
As the validity period of the appraisal report on the value of 100% equity of Shanghai baifei Electronic Technology Co., Ltd. (hereinafter referred to as the "subject asset") in the documents related to the purchase of assets by issuing shares expires, and the purchase of assets by issuing shares has not been completed, according to the relevant requirements of the CSRC, The company hired Yinxin Assets Appraisal Co., Ltd. to conduct an additional period appraisal on the value of the subject assets on June 30, 2021 as the appraisal base date, and issued the asset appraisal report on the project of Cetc Digital Technology Co.Ltd(600850) proposed issuance of shares to purchase the equity of Shanghai baifei Electronic Technology Co., Ltd. ("Yinxin pingbao Zi (2021) Hu No. 3418").
The above extended asset appraisal report is only for investors to understand the operation status and objective value of the target company after December 31, 2020, and does not involve adjusting the transaction price of the issued shares to purchase assets.
Related directors Jiang Bo, Wu Zhenfeng, Zhao Xinrong and Yuan Pu avoided voting.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, the company published it on the website of Shanghai Stock Exchange on the same day (www.sse. Com.. CN.) "Yinxin pingbao Zi (2021) Hu No. 3418" Cetc Digital Technology Co.Ltd(600850) assets appraisal report on the proposed issuance of shares to purchase the equity of Shanghai baifei Electronic Technology Co., Ltd. 3、 Consideration and adoption of the Convention on
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And its abstract
In view of the updated audit report, review report of pro forma financial statements and asset evaluation report on the purchase of assets by issuing shares this time, the company revised the report on the purchase of assets by issuing shares and related party transactions (Draft) and its abstract prepared in the early stage in combination with other latest matters related to the purchase of assets by issuing shares this time, And prepared the report on Cetc Digital Technology Co.Ltd(600850) issuing shares to purchase assets and related party transactions (Draft) (Revised) and its abstract.
Related directors Jiang Bo, Wu Zhenfeng, Zhao Xinrong and Yuan Pu avoided voting.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, the company published in China Securities Journal, Shanghai Securities News and the website of Shanghai Stock Exchange on the same day (www.sse. Com.. CN) The summary of the report on Cetc Digital Technology Co.Ltd(600850) issuing shares to purchase assets and related party transactions (Draft) (Revised Version) and the full text of the report on Cetc Digital Technology Co.Ltd(600850) issuing shares to purchase assets and related party transactions (Draft) (Revised Version) were published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day.
It is hereby announced.
Cetc Digital Technology Co.Ltd(600850) board of directors January 4, 2002
