Announcement on termination of investment agreement and progress of foreign investment
Securities code: 002841 securities abbreviation: Guangzhou Shiyuan Electronic Technology Company Limited(002841) Announcement No.: 2022-005 Guangzhou Shiyuan Electronic Technology Company Limited(002841)
Announcement on termination of investment agreement and progress of foreign investment
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without any false records, misleading statements or major omissions.
Guangzhou Shiyuan Electronic Technology Company Limited(002841) (hereinafter referred to as “the company”) convened the 11th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors on January 14, 2022, deliberated and adopted the proposal on terminating the investment agreement, Agree to terminate the investment cooperation related agreements signed by the company with the Management Committee of Chengdu high tech Industrial Development Zone and China Singapore (Chengdu) Innovation Technology Park Development Co., Ltd., and agree to terminate the project of “Shiyuan southwest regional headquarters and interactive intelligent board R & D center” originally planned to be built in Chengdu (hereinafter referred to as the “project”), And authorize the management of the company to handle the relevant procedures for the termination of the agreement. On the same day, according to the deliberation resolution of the board of directors, the company has sent the notice of termination of the contract (hereinafter referred to as the “Notice of termination”) to the Management Committee of Chengdu high tech Industrial Development Zone (hereinafter referred to as “party a”) and Zhongxin (Chengdu) innovation science and Technology Park Development Co., Ltd. (hereinafter referred to as “Party C”) to claim the termination of the contract. If Party A and Party C have no objection, the investment agreement will be terminated when the notice of termination is delivered to Party A and Party C. If Party A and Party C raise objections after receiving the termination notice, the company will respond to the situation and timely perform the corresponding information disclosure obligations in accordance with the law and regulations.
1、 Overview of original investment project
On October 27, 2017, the company held the 19th meeting of the second board of directors and the 15th meeting of the second board of supervisors, deliberated and approved the proposal on the company’s intention to sign the investment cooperation agreement, and agreed that the company planned to build the southwest regional headquarters and interactive intelligent flat panel R & D center in Chengdu. The company signed the investment cooperation agreement and relevant supporting documents with Party A and Party C on December 12, 2017. For details, please refer to cninfo.com on October 30, 2017 and December 14, 2017（ http://www.cn.info.com.cn. ）The announcement on the proposed signing of investment cooperation agreement (Announcement No.: 2017-076) and the announcement on the progress of signing foreign investment agreement (Announcement No.: 2017-097) disclosed.
Announcement on termination of investment agreement and progress of foreign investment
2、 Reasons for termination of investment cooperation
After signing the investment cooperation agreement, the company has actively made preparations for performance. However, as of the date of this announcement, the company has not been able to substantially promote the project and the investment project has not made substantial progress because the land for the project has not been publicly transferred. Considering all factors, the company sent a letter on matters related to the performance of the investment cooperation agreement to Party A on December 15, 2021, urging Party A to start the public bidding procedure for the project land according to the conditions agreed in the agreement before December 31, 2021. However, as of December 31, 2021, Party A has not publicly transferred the project land as agreed in the agreement. Therefore, the company intends to terminate the original investment cooperation and submit it to the board of directors and the board of supervisors to perform relevant approval procedures.
3、 Possible impact of the termination of investment cooperation on the company and risk tips
According to the deliberation resolution of the board of directors, the company has sent a notice of termination to Party A and Party C, advocating the termination of the investment agreement. If Party A and Party C have no objection, the investment agreement will be terminated when the notice of termination is delivered to Party A and Party C. If Party A and Party C raise objections after receiving the termination notice, the company will respond to the situation and timely perform the corresponding information disclosure obligations in accordance with the law and regulations.
Up to now, the land for the project has not been publicly transferred and the project has not been substantially promoted. If the investment is terminated, it will not have a significant impact on the company’s existing business and business development, will not have an adverse impact on the company’s financial status and operating results, and will not damage the interests of the listed company and all shareholders.
4、 Opinions of the board of supervisors
After review, the company terminated the investment cooperation related agreements signed with the Management Committee of Chengdu high tech Industrial Development Zone and China Singapore (Chengdu) innovation science and Technology Park Development Co., Ltd. and the project of “Shiyuan southwest regional headquarters and interactive intelligent board R & D center” originally planned to be built in Chengdu, which was a prudent decision made after comprehensive consideration of various factors, In line with the actual situation of the company, the deliberation and voting procedures comply with the provisions of the Listing Rules of Shenzhen Stock Exchange and the Guangzhou Shiyuan Electronic Technology Company Limited(002841) articles of association, and there is no situation that damages the interests of the company and all shareholders. Therefore, the board of supervisors agreed to terminate the company’s foreign investment. 5、 Opinions of independent directors
It is verified that up to now, the land for the project has not been publicly transferred. If the company terminates this investment,
Announcement on termination of investment agreement and progress of foreign investment
It will not have a significant impact on the company’s existing business and business development, nor will it have an adverse impact on the company’s financial status and operating results. The company’s decision-making and approval procedures comply with the provisions of relevant laws and regulations, and there is no situation that damages the interests of the listed company and all shareholders. Therefore, we agree with the company to terminate this foreign investment and related agreements.
6、 Documents for future reference
1. Resolution of the 11th meeting of the 4th board of directors
2. Resolution of the 10th meeting of the 4th board of supervisors
3. Independent opinions of independent directors on matters related to the 11th meeting of the 4th board of directors
4. Agreements, letters and termination notices related to investment and cooperation projects
It is hereby announced.
Guangzhou Shiyuan Electronic Technology Company Limited(002841) board of directors January 15, 2022
