Securities code: 301099 securities abbreviation: Yachuang electronics Announcement No.: 2022-002 Shanghai Yachuang Electronics Group Co., Ltd
Announcement of resolutions of the 12th meeting of the first 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、 Convening of board meeting
The 12th meeting of the first board of directors of Shanghai Yachuang Electronics Group Co., Ltd. (hereinafter referred to as “the company”) was held by means of on-site and communication in the company’s conference room at 16:00 p.m. on January 7, 2022. The notice of the meeting was sent in writing on December 31, 2021. There were 7 directors who should attend the meeting and 7 directors actually attended the meeting (including Mr. Zhang Wenjun, independent director Gu Jianzhong and independent director Lu Peng who attended the meeting by means of communication). The meeting was convened and presided over by the chairman, Mr. Xie Lishu, and the company’s supervisors and senior managers attended the meeting as nonvoting delegates. The meeting was convened and held in accordance with the company law of the people’s Republic of China and the articles of association of Shanghai Yachuang Electronics Group Co., Ltd., and the meeting was legal and effective.
2、 Deliberations of the board meeting
The directors attending the meeting deliberated and adopted the following proposals by open ballot:
1. The proposal on the company’s purchase of 55% equity of Yi Hytera Communications Corporation Limited(002583) by means of capital increase and equity transfer was reviewed and approved
In order to further optimize the company’s strategic development and rapidly expand the layout of the passive component market, it is agreed that the company will increase the capital of Shenzhen Yi Hytera Communications Corporation Limited(002583) Co., Ltd. (hereinafter referred to as the “target company” or “Yi Hytera Communications Corporation Limited(002583) “) by RMB 40 million with its own or self raised funds, and pay the equity transfer payment to the counterparty of the transaction, totaling RMB 76.66 million. After the completion of this transaction, After the company has obtained 55% of the fully diluted equity of the target company, Yi Hytera Communications Corporation Limited(002583) will become the holding subsidiary of the company and be included in the scope of the company’s consolidated statements. This transaction belongs to the decision-making authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for approval.
Voting result: 7 affirmative votes; No negative votes; No abstentions. The independent directors expressed their independent opinions on the matter. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement on purchasing 55% equity of Shenzhen Yi Hytera Communications Corporation Limited(002583) Co., Ltd. in cash.
2、 Documents for future reference
1. Resolution of the 12th meeting of the first board of directors of Shanghai Yachuang Electronics Group Co., Ltd;
2. Independent opinions of independent directors of Shanghai Yachuang Electronics Group Co., Ltd. on matters related to the 12th meeting of the first board of directors of the company.
Board of directors of Shanghai Yachuang Electronics Group Co., Ltd. January 10, 2022
