Securities code: 300394 securities abbreviation: Suzhou Tfc Optical Communication Co.Ltd(300394) Announcement No.: 2022-001 Suzhou Tfc Optical Communication Co.Ltd(300394)
Announcement on the resolution of the seventh extraordinary meeting of the Fourth 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 notice of the seventh interim meeting of the Fourth Board of directors of Suzhou Tfc Optical Communication Co.Ltd(300394) (hereinafter referred to as “the company”) was sent by e-mail on January 5, 2022, and the meeting was held by combining on-site and communication on January 11, 2022. There were 9 directors who should attend the meeting, 9 directors who actually attended the meeting, and the company’s supervisors and senior managers attended the meeting. The meeting was held in accordance with the relevant provisions of the company law of the people’s Republic of China, the articles of association and other laws, regulations and normative documents. The meeting was presided over by Mr. Zou Zhinong, chairman of the board of directors. The following proposals and matters were considered and adopted, and resolutions were formed.
2、 Deliberations of the board meeting
1. The proposal on joint investment and establishment of companies and related party transactions with related parties was deliberated and adopted
The company and Mr. Zou Zhinong jointly funded the establishment of Suzhou Tianfu Star Co., Ltd. (the specific name shall be subject to the final approval of the market supervision and Administration Bureau), with a registered capital of 30 million yuan. Among them, the company subscribed 16 million yuan with its own funds, accounting for 53.33% of the registered capital.
Related directors Mr. Zou Zhinong and Ms. Ou Yang withdrew from voting on the matter.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the matter.
For details, see the announcement on joint investment and establishment of companies and related party transactions with related parties published on cninfo.com (Announcement No.: 2022-003).
2. The proposal on changing the registered capital of the company and amending the articles of association was deliberated and adopted
As the second exercise period for the first grant of stock options and the first exercise period for the reserved grant of stock options under the company’s stock option and restricted stock incentive plan in 2018 have been fulfilled, all 103 incentive objects have exercised their rights, and it is proposed to change the company’s registered capital and amend the articles of association.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, see the announcement on changing the company’s registered capital and amending the articles of Association published on cninfo.com (Announcement No.: 2022-004).
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. The proposal on using some idle raised funds and self owned funds for cash management was deliberated and adopted
On the premise of ensuring that the normal implementation progress and normal operation of the investment projects with raised funds are not affected, the company and its subsidiaries use idle raised funds of no more than 75 million yuan and their own funds of no more than 75 million yuan for cash management and purchase financial products with good investment safety and liquidity. The term is 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. Within the validity period of the above quota and resolution, it can be recycled and used. The independent directors of the company expressed their independent opinions on the matter.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, see the announcement on using some idle raised funds and self owned funds for cash management (Announcement No.: 2022-005) published on cninfo.com.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The board of directors of the company plans to adopt the combination of on-site open voting and online voting to hold the first extraordinary general meeting of shareholders in 2022. The on-site meeting will be held at 14:30 p.m. on Thursday, January 27, 2022 in the conference room of the company at No. 695 Changjiang Road, high tech Zone, Suzhou; Voting time is February 27, 2021. The time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 27, 2022; The specific time for voting through the Internet system of Shenzhen stock exchange is any time during 9:15-15:00 on January 27, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. The resolution of the seventh extraordinary meeting of the Fourth Board of directors signed by the attending directors and stamped with the seal of the board of directors; 2. Prior approval opinions on matters related to the seventh interim meeting of the Fourth Board of directors signed by independent directors;
3. Independent opinions on matters related to the seventh interim meeting of the Fourth Board of directors signed by independent directors;
It is hereby announced.
Suzhou Tfc Optical Communication Co.Ltd(300394) board of directors January 11, 2022
