Securities code: 300203 securities abbreviation: Focused Photonics (Hangzhou) Inc(300203) Announcement No.: 2022-004 Focused Photonics (Hangzhou) Inc(300203) (Hangzhou) Co., Ltd
Announcement on resolutions of the 22nd Meeting of the 3rd board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
The board of directors of Focused Photonics (Hangzhou) Inc(300203) (hereinafter referred to as “the company”) issued the notice of convening the 22nd Meeting of the third board of directors of the company by e-mail, written fax and personal service on January 5, 2022. The meeting will be held on January 10, 2021 by means of communication voting. 5 people should vote and 5 actually vote. The meeting was held in accordance with the company law of the people’s Republic of China and the articles of association, and the resolutions of the meeting were legal and effective. The board of Directors voted by means of communication and considered and adopted the following proposals:
1、 The proposal on the ratification and provision of financial assistance and related party transactions was deliberated and adopted
The company agrees to confirm the financial assistance provided to some joint ventures and Jiangsu Huaqi Construction Co., Ltd. from 2018 to 2021. The above financial support risks are within the controllable range and will not have a significant adverse impact on the company’s business activities.
The independent directors of the company have issued prior approval opinions on the matter and issued independent opinions with explicit consent. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）The announcement on the ratification and provision of financial assistance and related party transactions disclosed.
The proposal was adopted with 5 affirmative votes, 0 abstention and 0 opposition. There is no need to avoid the voting of related directors who need not be avoided in this proposal.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 The proposal on formulating the management system for external financial assistance was deliberated and adopted
According to the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines and the articles of association, it is agreed to formulate the management system for external financial assistance. For details, see the company’s website on cninfo on the same day（ http://www.cn.info.com.cn. ）Disclosed management system for external financial assistance (January 2022)
The proposal was adopted with 5 affirmative votes, 0 abstention and 0 opposition.
3、 The proposal on loan guarantee for subsidiaries was deliberated and adopted
1. According to the business development needs of the holding subsidiary Hangzhou Boyu Technology Development Co., Ltd. (hereinafter referred to as “Boyu technology”), the company reviewed and agreed to provide guarantee for the project financing credit with a total amount of no more than 140 million yuan applied by Boyu technology to financial institutions for the construction financing of phase II of the production base project of Qingshanhu science and Technology City, Lin\’an District, Hangzhou;
Meanwhile, it is agreed to provide guarantee for spectral education technology to apply for a new comprehensive credit of 160 million yuan from financial institutions. The comprehensive credit content includes but is not limited to working capital loan, bank acceptance bill, letter of guarantee, letter of credit and other comprehensive credit businesses. The specific guarantee limit shall be subject to the credit agreement signed between financial institutions and spectral education technology. To sum up, after the meeting took effect, the guarantee line provided by the company for spectral education technology to apply for credit from financial institutions amounted to RMB 500 million.
2. Cancel the guarantee provided for the wholly-owned subsidiary qingben environmental protection engineering (Hangzhou) Co., Ltd. (hereinafter referred to as “qingben environmental protection”) to apply for a comprehensive credit of no more than 30 million yuan (reviewed and approved by the 2014 annual general meeting of shareholders on May 8, 2015) from financial institutions. Up to now, qingben environmental protection has not used the above comprehensive credit guarantee line. After the review and approval of this meeting came into force, the guarantee line provided by the company to apply for credit from financial institutions for capital clearing and environmental protection is 0 yuan.
3、 Cancel the application of the wholly-owned subsidiary Beijing Jitian Instrument Co., Ltd. (hereinafter referred to as “Beijing Jitian”) to financial institutions for no more than 30 million yuan (reviewed and approved at the 32nd meeting of the second board of directors on August 25, 2016) Guarantee provided by the comprehensive credit facility. Up to now, Beijing Jitian has not used the above comprehensive credit guarantee line. After the review and approval of this meeting came into force, the guarantee line provided by the company for Beijing Jitian to apply for credit from financial institutions is 0 yuan.
4. Cancel the guarantee provided for the wholly-owned subsidiary Hangzhou spotlight IOT Technology Co., Ltd. (hereinafter referred to as “Spotlight IOT”) to apply for a comprehensive credit of no more than 200 million yuan (reviewed and approved by the 2017 annual general meeting of shareholders on May 23, 2018) from financial institutions. Up to now, spotlight IOT has not used the above comprehensive credit guarantee line. After the review and approval of this meeting came into force, the guarantee line provided by the company for spotlight IOT to apply for credit from financial institutions amounted to RMB 200 million.
The board of directors authorizes the above matters as follows:
1. The line guaranteed by the project financing credit can be used for the credit business under the project financing credit, and the interest, expense, term, interest rate and other conditions related to the above debts shall be handled through specific negotiation between the guaranteed party and the financial institution. 2. The guaranteed line of comprehensive credit can be used for purposes including but not limited to the issuance of bid guarantee, performance guarantee, working capital loan, etc. the interest, expense, term, interest rate and other conditions related to the above debts shall be handled through specific negotiation between the guaranteed party and the financial institution.
3. Authorize the chairman of the company to handle the above business on behalf of the company, and sign relevant guarantee contracts (agreements) and all documents related to the above business; The legal consequences and liabilities arising therefrom shall be borne by the company. After negotiation with financial institutions and taking into account the comprehensive guarantee ability of minority shareholders, the company guarantees the holding subsidiary PHYU technology in full, and the minority shareholders of PHYU technology provide corresponding counter guarantee to the company according to their shareholding ratio.
According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, the above guarantee for subsidiaries must be submitted to the general meeting of shareholders of the company for deliberation and approval before implementation. The above credit line and credit term shall be subject to the actual credit situation of the financial institution and shall be valid until the next re verification of the guarantee line. For details, see the announcement on external guarantee disclosed on the information disclosure website designated by the CSRC.
The independent directors of the company expressed their independent opinions on this proposal.
The proposal was adopted with 5 affirmative votes, 0 abstention and 0 opposition.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company plans to hold the first extraordinary general meeting of shareholders in 2022 on January 26, 2022. See the notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed by the company on the gem designated information disclosure website on the same day.
The proposal was adopted with 5 affirmative votes, 0 abstention and 0 opposition.
It is hereby announced.
Focused Photonics (Hangzhou) Inc(300203) (Hangzhou) Co., Ltd
Board of directors
January 10, 2002
