Securities code: Zhuzhou Feilu High-Tech Materials Co.Ltd(300665) securities abbreviation: Zhuzhou Feilu High-Tech Materials Co.Ltd(300665) Announcement No.: 2022039 bond Code: 123052 bond abbreviation: Feilu convertible bond
Zhuzhou Feilu High-Tech Materials Co.Ltd(300665)
Announcement of resolutions of the 13th meeting of the 4th 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、 Meetings of the board of directors
The notice of the 13th meeting of the 4th board of directors of Zhuzhou Feilu High-Tech Materials Co.Ltd(300665) (hereinafter referred to as “the company” or ” Zhuzhou Feilu High-Tech Materials Co.Ltd(300665) “) was sent by telephone on April 22, 2022, and held in the company at 15:30 on April 22, 2022 by on-site and communication. Five directors should attend the meeting and five actually attended the meeting. The meeting was convened and presided over by Mr. Zhang Weiguo, chairman of the board of directors. The interim meeting of the board of directors was explained before the meeting, and the supervisors and senior managers of the company 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 other relevant laws, administrative regulations, departmental rules, normative documents and the Zhuzhou Feilu High-Tech Materials Co.Ltd(300665) articles of Association (hereinafter referred to as the “articles of association”). 2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on signing supplementary agreement II to the investment framework agreement
After deliberation, the board of directors held that: due to the lawsuit caused by the equity dispute between the former shareholders of Hunan Ze Tinavi Medical Technologies Co.Ltd(688277) Electronic Technology Co., Ltd. (hereinafter referred to as “Ze Tinavi Medical Technologies Co.Ltd(688277) “), as of the disclosure date of this announcement, no settlement has been reached to clarify the equity ownership, and the parties cannot continue to implement this transaction in accordance with the terms of the original agreement. In order to safeguard the interests of investors, the board of directors decided that the company, Shanghai Feilu Jiacheng Private Equity Fund Management Co., Ltd Sheng Lihua, a related natural person, signed supplementary agreement II to the investment framework agreement with Hunan Ze Tinavi Medical Technologies Co.Ltd(688277) Electronic Technology Co., Ltd. and its shareholders to terminate this transaction. As of the disclosure date of this announcement, Ze Tinavi Medical Technologies Co.Ltd(688277) has returned the deposit paid in the early stage and compensated the intermediary expenses incurred for this transaction. After the termination of this transaction, in addition to articles 2 to 4 of the original agreement on this transaction scheme, other provisions of the original agreement and the supplementary agreement to the investment framework agreement remain valid. If this transaction is terminated, the company shall not bear any liability for breach of contract for terminating this transaction.
For details, see the announcement on terminating foreign investment and related party transactions disclosed by the company on cninfo.com on the same day.
Voting results: 4 in favor, 0 against and 0 abstention. Mr. Zhang Weiguo, a related director, avoided voting. The motion was passed.
The independent directors of the company have expressed their prior approval opinions and independent opinions on this matter. The sponsor deppon Securities Co., Ltd. issued special verification opinions. For details, see the relevant announcement disclosed by the company on cninfo.com on the same day. 3、 Documents for future reference
1. Resolutions of the 13th meeting of the 4th board of directors of the company;
2. Independent opinions of independent directors on relevant proposals of the 13th meeting of the Fourth Board of directors;
3. Prior approval opinions of independent directors on relevant proposals of the 13th meeting of the Fourth Board of directors. It is hereby announced.
Zhuzhou Feilu High-Tech Materials Co.Ltd(300665) board of directors April 24, 2022
