Securities code: Hootech Inc(301026) securities abbreviation: Hootech Inc(301026) Announcement No.: 2022004 Hootech Inc(301026)
Announcement on the resolution of the 5th 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.
1、 Meetings of the board of directors
Hootech Inc(301026) (hereinafter referred to as “the company”) the fifth meeting of the sixth board of directors was held in the company’s conference room on March 15, 2022 in the form of on-site communication. The notice of the meeting was sent by e-mail on March 12, 2022. There were 9 directors who should attend the board meeting and 9 actually attended the meeting, including 3 directors, Mr. you Jinbai, Mr. Lin Dejian and Mr. e Haitao. The meeting was presided over by Mr. Xia Jun, chairman of the board of directors, and some supervisors, senior managers and personnel of the recommendation institution of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with relevant laws and regulations and the articles of association.
2、 Deliberations of the board meeting
After careful deliberation and voting by the directors present, the following proposals were unanimously adopted:
1. Deliberated and passed the proposal on joint foreign investment and related party transactions with related parties
Jiangxi Haobo New Material Technology Co., Ltd. (hereinafter referred to as “Haobo new material”) plans to increase the registered capital by 465 million yuan (RMB, the same below), increase the registered capital from 5 million yuan to 470 million yuan, and the capital increase price is 100524 yuan / registered capital. The company plans to subscribe Haobo new materials with its own capital of 23859371400 yuan, with an additional registered capital of 237.35 million yuan. China boshijin science and Trade Co., Ltd., Zhejiang Shenlian Investment Management Co., Ltd., Fuzhou Haojun enterprise management consulting center (limited partnership), Fuzhou Borui enterprise management consulting center (limited partnership) (the company’s related party, hereinafter referred to as “Borui”) Five shareholders of Shanghai jintanglian Metal Co., Ltd. (the company’s related party, hereinafter referred to as “jintanglian”) intend to make a total contribution of 228842886 yuan and subscribe for Haobo new materials, with an additional registered capital of 227.65 million yuan. After the capital increase, the company directly holds 50.5% of the equity of Haobo new material. Haobo new material will become the holding subsidiary of the company and be included in the scope of consolidated statements.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the above matters, and the recommendation institution has also issued written verification opinions without objection.
According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, this foreign investment constitutes a related party transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Announcement on joint foreign investment and related party transactions with related parties (Announcement No.: 2022005), prior approval opinions of independent directors on matters related to the fifth meeting of the sixth board of directors, independent opinions of independent directors on matters related to the fifth meeting of the sixth board of directors Minsheng Securities Co., Ltd. verification opinions on joint foreign investment and related party transactions between Hootech Inc(301026) and related parties.
Mr. Xia Jun, chairman of the board of directors, served as a joint director of Jintang and avoided voting on the proposal.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
2. Deliberated and passed the proposal on capital increase of wholly owned subsidiaries
In order to meet the operation and development capital needs of the company’s wholly-owned subsidiary shenhaotong metal (Shanghai) Co., Ltd. (hereinafter referred to as “shenhaotong”), the company plans to use its own capital of 80 million yuan to increase the capital of the wholly-owned subsidiary. After the capital increase, the registered capital of shenhaotong will increase from 20 million yuan to 100 million yuan, and the company holds 100% of its equity.
This capital increase does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) The announcement on capital increase of wholly-owned subsidiaries (Announcement No.: 2022006) disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
3. The proposal of proposing to convene the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
After deliberation by the directors attending the meeting, it is agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting on March 31, 2022 to consider the proposals on joint foreign investment and related party transactions with related parties and capital increase of wholly-owned subsidiaries.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022007).
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 5th meeting of the 6th board of directors;
2. Prior approval opinions of independent directors on matters related to the fifth meeting of the sixth board of directors of the company; 3. Independent opinions of independent directors on matters related to the fifth meeting of the sixth board of directors of the company. It is hereby announced.
Hootech Inc(301026) board of directors March 16, 2022
