Securities code: Shenzhen Minde Electronics Technology Ltd(300656) securities abbreviation: Shenzhen Minde Electronics Technology Ltd(300656) Announcement No.: 2022026 Shenzhen Minde Electronics Technology Ltd(300656)
Announcement of resolutions of the 11th meeting of the third 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
Shenzhen Minde Electronics Technology Ltd(300656) (hereinafter referred to as “the company” or “the company”) the 11th meeting of the third board of directors (hereinafter referred to as “the meeting”) was held on March 15, 2022 in the form of online communication meeting, and the meeting notice was sent to all directors in writing and e-mail on March 10, 2022. There are 7 directors who should vote and 7 directors who actually vote. The meeting was presided over by the chairman Mr. Xu Wenhuan, and all supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the provisions of the company law, the articles of association and other laws and regulations.
2、 Deliberations of the board meeting
(I) the proposal on changing the partners, implementation subjects and implementation locations of some investment projects with raised funds was deliberated and adopted
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
The board of directors of the company believes that the change of partners, implementation subjects and implementation locations of some raised investment projects is a necessary adjustment based on the smart IDM ecosystem strategy, the actual situation of supply chain, market development, production, operation and management needs of the company, which can more effectively promote the implementation of raised investment projects and better grasp the development opportunities of high-end power semiconductor market; At the same time, it can also improve the use efficiency of raised funds and the effective supervision of raised funds, strive to maximize the interests of shareholders, more in line with the actual needs of the company, and more conducive to the subsequent development of the company and the implementation of the overall strategy. This change has optimized the partners and implementation subjects of the project, and adjusted the project implementation location accordingly. The amount of raised funds invested and the products of raised investment projects have not changed, which will not affect the original investment scheme of the project and will not have a significant adverse impact on the raised investment projects, There is also no case that the purpose of the raised funds is changed in a disguised form to damage the interests of shareholders.
The independent directors of the company issued independent opinions on this matter.
The company’s recommendation institution China Greatwall Securities Co.Ltd(002939) issued an agreed verification opinion on the matter.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
See cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on changing the partners, implementing entities and implementing locations of some investment projects with raised funds (Announcement No.: 2022028) published on the same day.
(II) the proposal on using raised funds to increase capital to wholly-owned subsidiaries was deliberated and adopted
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
The board of directors of the company agreed to use the raised capital of RMB 400 million to increase the capital and pay in the registered capital of the wholly-owned subsidiary Shenzhen Minde Electronics Technology Ltd(300656) (Lishui) Co., Ltd. based on the specific needs of the implementation of the company’s raised capital use plan, which is conducive to promoting the smooth development of raised investment projects and the business development of minde (Lishui), It is conducive to improving the use efficiency of the raised funds and in line with the company’s long-term planning and development strategy; The use mode and purpose of the raised funds are in line with the company’s use plan of raising funds by issuing shares to specific objects, and there is no situation that damages the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders.
The independent directors of the company issued independent opinions on this matter.
The company’s recommendation institution China Greatwall Securities Co.Ltd(002939) issued an agreed verification opinion on the matter.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
See cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on the use of funds raised by wholly owned subsidiaries (No. 2020222022 on the same day).
(III) the proposal on convening the third extraordinary general meeting of shareholders in 2022 was deliberated and adopted
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
According to the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other laws, regulations and rules, as well as the relevant provisions of the articles of association, Shenzhen Minde Electronics Technology Ltd(300656) the relevant proposals of the 11th meeting of the third board of directors involve the functions and powers of the general meeting of shareholders and need to be submitted to the general meeting of shareholders for deliberation and approval.
The company plans to hold the third extraordinary general meeting of shareholders in 2022 on March 31, 2022. This general meeting of shareholders adopts the combination of on-site voting and online voting.
See cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on convening the third extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022030) published on the same day.
3、 Documents for future reference
(I) resolution of the 11th meeting of Shenzhen Minde Electronics Technology Ltd(300656) the third board of directors; (II) independent opinions of Shenzhen Minde Electronics Technology Ltd(300656) independent directors on relevant matters of the 11th meeting of the third board of directors;
(III) verification opinions of China Greatwall Securities Co.Ltd(002939) on Shenzhen Minde Electronics Technology Ltd(300656) changing the partner, implementation subject and implementation location of some raised capital investment projects;
(IV) verification opinions of China Greatwall Securities Co.Ltd(002939) on Shenzhen Minde Electronics Technology Ltd(300656) using raised funds to increase capital to wholly-owned subsidiaries.
It is hereby announced.
Shenzhen Minde Electronics Technology Ltd(300656) board of directors
March 15, 2022
