Securities code: Shenzhen Dawei Innovation Technology Co.Ltd(002213) securities abbreviation: Shenzhen Dawei Innovation Technology Co.Ltd(002213) Announcement No.: 2022018 Shenzhen Dawei Innovation Technology Co.Ltd(002213)
Announcement on termination of non-public offering of A-Shares in 2020
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.
Shenzhen Dawei Innovation Technology Co.Ltd(002213) (hereinafter referred to as “the company”), the 23rd Meeting of the 5th board of directors and the 15th meeting of the 5th board of supervisors deliberated and adopted the proposal on terminating the non-public development and issuance of A-Shares in 2020. Now the relevant information is explained as follows:
1、 Overview of non-public offering of A-Shares in 2020
The seventh meeting of the Fifth Board of directors and the fifth meeting of the Fifth Board of supervisors held on December 14, 2020 and the second extraordinary general meeting of 2021 held on January 20, 2021 deliberated and approved the proposal on the company’s non-public development and issuance of shares and other relevant proposals. The number of non-public issuance of shares does not exceed 30 million shares (including this number), Subject to the approval document of China Securities Regulatory Commission on this issuance, all of them are subscribed in cash by the controlling shareholder of the company, Shenzhen chuangtong Investment Development Co., Ltd. (hereinafter referred to as “chuangtong investment”).
The tenth meeting of the Fifth Board of directors and the seventh meeting of the Fifth Board of supervisors held on March 22, 2021 and the third extraordinary general meeting of shareholders held on April 22, 2021 considered and approved the proposal on adjusting the scheme of non-public development of shares and other relevant proposals. Due to changes in the market environment, considering the current actual situation and careful consideration, In accordance with the measures for the administration of securities issuance of listed companies, relevant laws, regulations and normative documents, the company has revised the plan of this non-public offering of shares, and Ms. Lian Zongmin, the actual controller of the company, will participate in the subscription of this non-public offering of shares.
The company held the 21st Meeting of the 5th board of directors and the 14th meeting of the 5th board of supervisors on December 30, 2021. The first extraordinary general meeting of 2022 held on January 19, 2022 considered and approved the proposal on the validity period of relevant resolutions on the company’s non-public offering of shares in 2020 and the extension of the validity period of relevant authorization. According to the resolution of the first extraordinary general meeting of 2022, It is agreed to extend the validity period of the company’s resolution on non-public offering of shares in 2020 and the validity period of authorizing the board of directors to handle matters related to this non-public offering of shares to January 19, 2023.
2、 Reasons for terminating the non-public offering of A-Shares in 2020
The company’s plan for non-public offering of shares in 2020 has been disclosed for a long time. After comprehensive consideration of the company’s actual situation, regulatory policies and other factors, in order to fully and effectively safeguard the rights and interests of all shareholders, the company decided to terminate the non-public offering of A-Shares in 2020.
3、 Impact of termination of non-public offering of A-Shares in 2020 on the company
At present, the company’s business activities are normal. The termination of the non-public offering of A-Shares in 2020 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 all shareholders, especially minority shareholders.
4、 Terminate the review procedures for non-public offering matters in 2020
1. Deliberations of the board of directors and the board of supervisors
At the 23rd Meeting of the 5th board of directors and the 15th meeting of the 5th board of supervisors held on March 25, 2022, the company deliberated and adopted the proposal on terminating the non-public offering of A-Shares in 2020 and agreed to terminate the non-public offering of A-Shares in 2020.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. Independent opinions of independent directors
(1) Prior approval opinion
The termination of the company’s non-public offering of A-Shares in 2020 will not have a significant adverse impact on the company’s daily production and operation, and there will be no damage to the interests of the company and all shareholders, especially minority shareholders. We agree to submit the proposal on terminating the non-public offering of A-Shares in 2020 to the board of directors of the company for deliberation. (2) Independent opinion
After reviewing the relevant materials, the independent directors believe that the company’s termination of the non-public offering of A-Shares in 2020 is a prudent decision made by comprehensively considering the actual situation of the company, regulatory policies and other factors. The contents and procedures of this relevant proposal are legal and compliant, and there is no harm to the interests of the company and all shareholders. We agree to submit the termination of the company’s non-public offering of A-Shares in 2020 to the second extraordinary general meeting of shareholders in 2022 for deliberation.
5、 Documents for future reference
1. The resolution of the 23rd Meeting of the 5th board of directors signed by the attending directors and stamped with the seal of the board of directors;
2. Prior approval opinions of independent directors on matters related to the 23rd Meeting of the 5th board of directors and independent opinions of independent directors on matters related to the 23rd Meeting of the 5th board of directors signed by independent directors;
3. The resolution of the 15th meeting of the 5th board of supervisors signed by the attending supervisors and stamped with the seal of the board of supervisors. It is hereby announced.
Shenzhen Dawei Innovation Technology Co.Ltd(002213) board of directors
March 26, 2022
