Securities code: Zhuhai Bojay Electronics Co.Ltd(002975) securities abbreviation: Zhuhai Bojay Electronics Co.Ltd(002975) Announcement No.: 2022004 bond Code: 127051 bond abbreviation: Bojie convertible bond
Zhuhai Bojay Electronics Co.Ltd(002975)
Announcement of resolutions of the sixth meeting of the second 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
Zhuhai Bojay Electronics Co.Ltd(002975) (hereinafter referred to as "the company") the sixth meeting of the second board of directors was notified by e-mail on March 14, 2022. The meeting was held in the meeting room of the board office on the first floor of the company's No. 1 plant on March 18, 2022 by on-site combined with communication voting. The meeting was presided over by Mr. Wang Zhaochun, chairman of the company. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. Among them, Mr. Wang Zhaochun, Mr. Song Xiaoning, Mr. Huang Baoshan and Mr. Yang Yongxing attended the meeting by means of communication. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board of directors
The following proposals were considered and adopted at this meeting:
(I) deliberated and passed the proposal on the prediction of daily connected transactions in 2022
According to the needs of production and operation, the company and its subsidiaries had daily operational related party transactions with related parties in 2022, and the amount of related party transactions is expected to not exceed 15.796 million yuan.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the forecast of daily connected transactions in 2022 disclosed on the.
The independent directors gave their prior approval opinions and agreed independent opinions on this proposal, and the sponsor issued verification opinions. For details, please refer to the company's designated information disclosure media cninfo.com.cn on the same day Relevant documents disclosed on the.
Mr. Wang Zhaochun and Mr. Chen Jun, the related directors of the proposal, abstained from voting.
Voting: 5 in favor, 0 against and 0 abstention. The voting result is passed.
(II) deliberation and approval of the proposal on waiver of the right to subscribe for the company's preferred shares
Considering the company's current operating conditions and future development strategic positioning, and in combination with the actual operating conditions and development planning of the joint-stock company Zhuhai Dingtai Xinyuan crystal Co., Ltd. (hereinafter referred to as "Dingtai Xinyuan"), if the company exercises relevant rights, Dingtai Xinyuan will not be able to reflect the fair market valuation of Dingtai Xinyuan by introducing unrelated external strategic investors, Therefore, the company decided to give up the preemptive right of capital increase and the preemptive right of equity transfer. Dingtai Xinyuan introduces investors through this capital increase, share expansion and equity transfer, which is conducive to enriching its working capital, enhancing the enterprise's operating power and contributing to its long-term development. After the company waives the priority right of capital increase and equity transfer, the proportion of equity held by the company in Dingtai Xinyuan will be reduced from 12.885% to 10.281%, which will not have a significant impact on the company's financial status and operating results, nor will it damage the interests of the company and shareholders, especially small and medium-sized shareholders. For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the proposed waiver of the preemptive right to increase capital and the preemptive right to transfer equity of joint stock companies disclosed on the.
The independent directors expressed their independent opinions on this proposal. For details, please refer to the company's designated information disclosure media cninfo.com.cn on the same day Relevant documents disclosed on the.
Voting: 7 in favor, 0 against and 0 abstention. The voting result is passed.
(III) the proposal on repurchase of some public shares was deliberated and adopted item by item
1. The purpose of repurchasing shares and the repurchasing shares meet the relevant conditions
Based on the confidence in the company's future development prospects and high recognition of the company's value, and in combination with the company's operation, business development prospects, financial status and future profitability, the company plans to repurchase some public shares with its own funds for the implementation of the company's equity incentive plan, so as to further improve the corporate governance structure and promote the company to establish and improve the incentive and restraint mechanism, Ensure the realization of the company's long-term business objectives and enhance the overall value of the company.
The company's share repurchase this time meets the relevant conditions specified in Article 10 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 - Share Repurchase:
(I) the company's shares have been listed for one year;
(II) the company has no major illegal acts in the last year;
(III) after the share repurchase, the company has the ability to perform its debts and continue to operate;
(V) other conditions stipulated by the CSRC and the bourse.
Voting: 7 in favor, 0 against and 0 abstention. The voting result is passed.
2. Repurchase method and purpose
The company plans to buy back the company's shares through centralized bidding trading of Shenzhen Securities Exchange.
All the shares repurchased will be used to implement the company's equity incentive plan. If the company fails to implement the above purpose within 36 months after disclosing the repurchase results and share change announcement, the unused part will be cancelled or otherwise arranged according to relevant procedures.
Voting: 7 in favor, 0 against and 0 abstention. The voting result is passed.
3. Price range and pricing principle of repurchased shares
According to relevant rules and in combination with the company's current financial and operating conditions, the company determines that the share repurchase price is no higher than 72 yuan / share. The specific repurchase price will be determined based on the stock price, financial and operating conditions of the company's secondary market.
From the date of the resolution of the board of directors to the completion of the repurchase, if the company implements dividend distribution, share distribution, conversion of capital reserve to share capital, stock subdivision, stock reduction, share allotment and other ex rights and ex interests, the upper limit of the repurchase price shall be adjusted accordingly in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange from the date of ex rights and ex interests of the share price.
Voting: 7 in favor, 0 against and 0 abstention. The voting result is passed.
4. Total amount and source of funds to be used for repurchase
The capital scale of the company's proposed share repurchase this time shall not exceed RMB 126 million; Carry out share repurchase with its own funds, and set up a special bank account to pay the funds required for share repurchase.
Voting: 7 in favor, 0 against and 0 abstention. The voting result is passed.
5. Types and quantity of shares to be repurchased and their proportion in the total share capital
The types of repurchased shares are RMB ordinary shares and A-Shares issued by the company.
The number of shares to be repurchased is no less than 1.25 million shares and no more than 1.75 million shares, accounting for about 0.89% - 1.25% of the current total share capital of the company. The specific number of shares to be repurchased shall be subject to the actual number of shares repurchased at the expiration of the repurchase period. If the company implements such ex rights and ex interests matters as dividend distribution, share distribution, conversion of capital reserve into share capital, stock subdivision, stock reduction, share allotment and others during the repurchase period, the number of repurchased shares shall be adjusted accordingly in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange from the date of ex rights and ex interests of the share price.
Voting: 7 in favor, 0 against and 0 abstention. The voting result is passed.
6. Implementation period of share repurchase
The repurchase period shall not exceed 12 months in principle since the share repurchase plan is considered and approved by the board of directors.
(1) If the following conditions are met, the repurchase period will expire in advance:
① If the use amount of repurchase funds reaches the maximum limit within the repurchase period (if the remaining funds in the special securities account for repurchase are insufficient to purchase 100 shares, it shall be deemed to have reached the total amount of repurchase funds), the repurchase plan will be completed, and the repurchase period will expire in advance from that date;
② If the number of shares repurchased within the above period reaches the upper limit of 1.75 million shares, the implementation of the repurchase plan will be completed and the repurchase period will expire in advance from that date;
③ If the board of directors of the company decides to terminate the repurchase plan, the repurchase period shall expire in advance from the date when the board of directors decides to terminate the repurchase plan.
(2) The company shall not repurchase its shares within the following periods:
① If the announcement date is delayed due to special reasons within 10 trading days before the announcement of the company's annual report and semi annual report, it shall be calculated from the 10 trading days before the original scheduled announcement date;
② Within ten trading days before the announcement of the company's quarterly report, performance forecast and performance express;
③ From the date of occurrence of major events that may have a significant impact on the trading price of the company's shares or in the process of decision-making to the date of disclosure according to law;
④ Other circumstances prescribed by the CSRC.
(3) During the implementation of the repurchase plan, if the trading of the company's shares is suspended for more than 10 consecutive trading days due to the planning of major events, the repurchase period can be postponed. After the postponement, it shall not exceed the maximum period specified by the CSRC and Shenzhen Stock Exchange. When the above events occur, the company will issue relevant announcements in time to disclose whether to postpone the implementation. During the repurchase period, the company will choose the opportunity to make the repurchase decision according to the market conditions and implement it according to law.
Voting: 7 in favor, 0 against and 0 abstention. The voting result is passed.
7. Handle the specific authorization of this share repurchase
In order to ensure the smooth progress of this share repurchase, the board of directors authorizes the management of the company to handle matters related to share repurchase in the process of this share repurchase, including but not limited to:
(1) During the repurchase period, choose the opportunity to repurchase shares, including the time, price and quantity of repurchase.
(2) In addition to the matters requiring re voting by the board of directors in accordance with relevant laws, regulations and normative documents and the articles of association, the management of the company is authorized to adjust the specific implementation plan of share repurchase and handle other matters related to share repurchase in accordance with relevant laws, regulations and normative documents.
(3) In addition to the provisions of the company's stock price regulation and the actual implementation of the company's stock price repurchase plan or the implementation of the company's comprehensive performance adjustment plan, the company's voting conditions and regulations shall be decided by the board of directors.
(4) Authorize the management of the company to set up a special securities account for repurchase or other relevant securities accounts.
(5) Authorize the management of the company to handle relevant matters for approval, including but not limited to authorizing, signing, executing, modifying and completing all necessary documents, contracts, agreements and contracts related to this share repurchase.
(6) Authorize the management of the company to handle other necessary matters related to the share repurchase.
The above authorization starts from the date when the board of directors of the company deliberates and approves the share repurchase plan to the date when the above authorization matters are completed.
Voting: 7 in favor, 0 against and 0 abstention. The voting result is passed.
8. Validity of resolutions
The validity period of this repurchase resolution is 12 months from the date when the board of directors of the company deliberates and approves the share repurchase plan. Voting: 7 in favor, 0 against and 0 abstention. The voting result is passed.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the scheme of repurchasing some social public shares disclosed on the.
The independent directors expressed their independent opinions on the above proposal. For details, please refer to the company's designated information disclosure media cninfo.com.cn on the same day Relevant documents disclosed on the.
3、 Documents for future reference
1. Zhuhai Bojay Electronics Co.Ltd(002975) the resolution of the sixth meeting of the second board of directors.
It is hereby announced.
Board of directors of Zhuhai Bojie Electronics Co., Ltd. March 18, 2022
