Securities code: 002009 securities abbreviation: Miracle Automation Engineering Co.Ltd(002009) Announcement No.: 2022-002 Miracle Automation Engineering Co.Ltd(002009)
Announcement of resolutions of the second (Interim) meeting of the eighth 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 second (Interim) meeting of the eighth board of directors of Miracle Automation Engineering Co.Ltd(002009) (hereinafter referred to as “the company”) was sent by communication on January 6, 2022, and the meeting was held by communication at 10:00 a.m. on January 11, 2022. The meeting was presided over by the chairman, Mr. Huang Bin, and all supervisors and senior managers attended the meeting as nonvoting delegates. The number of directors attending the meeting meets the quorum, and the convening, convening and voting procedures of the board of directors meet the provisions of relevant laws and regulations and the articles of association.
2、 Deliberations of the board meeting
1. The proposal on adjusting the payment scheme of Shenzhen qiantai equity repurchase was deliberated and adopted, with 7 votes in favor, 0 against and 0 abstention. (related directors Mr. Zhang Yuxing and Mr. Shen Baowei abstained from voting)
It is agreed that Jiangsu Tianqi circular economy industry Investment Co., Ltd., a wholly-owned subsidiary of the company (hereinafter referred to as “Tianqi circular industry investment”) and Shenzhen Qiantai Energy Regeneration Technology Co., Ltd. (hereinafter referred to as “Shenzhen qiantai”) sign the supplementary agreement to the equity repurchase agreement, Further clarify the follow-up payment arrangement for the due and unpaid repurchase amount of 98 million yuan of Shenzhen qiantai in the transaction of Shenzhen qiantai repurchasing Tianqi circular industrial investment holding 51% of its equity, and agree to increase the equity pledge guarantee and other conditions of Shenzhen qiantai, so as to ensure that the interests of the company in this repurchase transaction are not damaged to the greatest extent. After Shenzhen qiantai has paid all the remaining repurchase funds within the agreed period, Tianqi circular asset investment and the original equity transfer and capital increase agreement signed by it are cancelled simultaneously.
Mr. Zhang Yuxing, the company’s director and Secretary of the board of directors, and Mr. Shen Baowei, the director and financial principal, served as the directors of Shenzhen qiantai. The adjustment of the payment scheme constitutes a related party transaction. Related directors Mr. Zhang Yuxing and Mr. Shen Baowei avoided voting.
The independent board of directors of the company has approved the proposal in advance and expressed its independent opinions.
This proposal involves the change of transaction elements such as payment methods and conditions in the original equity repurchase agreement, which needs to be submitted to the general meeting of shareholders of the company for deliberation.
(for details, please refer to the company’s securities times, Shanghai Securities News and cninfo http://www.cn.info.com.cn. Announcement on adjusting the payment plan for equity repurchase of participating companies and the progress of related party transactions of equity repurchase of participating companies)
2. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted, with 9 affirmative votes, 0 negative votes and 0 abstention votes.
It is agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 in the company’s conference room at 2:30 p.m. on Thursday, January 27, 2022 to consider the proposals that have been considered and approved by the second (extraordinary) meeting of the eighth board of directors and need to be submitted to the general meeting of shareholders for deliberation. Equity registration date: January 20, 2022.
(for details, please refer to the company’s securities times, Shanghai Securities News and cninfo http://www.cn.info.com.cn. (notice on convening the first extraordinary general meeting of shareholders in 2022)
It is hereby announced!
Miracle Automation Engineering Co.Ltd(002009) board of directors January 12, 2022
