Securities code: Shennan Circuits Co.Ltd(002916) securities abbreviation: Shennan Circuits Co.Ltd(002916) Announcement No.: 2022040 Shennan Circuits Co.Ltd(002916)
Resolution of the 16th meeting of the 3rd 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
Shennan Circuits Co.Ltd(002916) (hereinafter referred to as “the company”) the 16th meeting of the third board of directors was held by means of communication on May 20, 2022. Chairman Yang Zhicheng presided over the meeting. There were 9 directors who should attend the meeting, 9 directors who actually attended the meeting, and supervisors and some senior managers attended as nonvoting delegates. The convening of this board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. 2、 Meetings of the board of directors
The following proposals were considered and adopted at this meeting:
(I) proposal on changing the registered capital and amending the articles of Association
The company’s non-public offering of shares added 23694480 shares. On February 24, 2022, these shares were listed on the Shenzhen Stock Exchange. The total share capital of the company increased from 489208272 shares to 512902752 shares, and the registered capital of the company increased from 489208272 yuan to 512902752 yuan.
Due to the resignation of one original incentive object, according to the provisions of the company’s A-share restricted stock incentive plan (phase I) (Revised Draft), the original incentive object has not met the incentive conditions, and the company will repurchase and cancel the A-share restricted shares held by him, which have been granted but have not been lifted in accordance with the provisions. After verification and confirmation by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company’s repurchase cancellation has been completed in March 2022. After the cancellation of this repurchase, the total share capital of the company was reduced from 512902752 shares to 512880341 shares.
In accordance with the relevant provisions of the securities law, the guidelines for the articles of association of listed companies (revised in 2022) and the stock listing rules of Shenzhen Stock Exchange (revised in 2022), it is proposed to amend some provisions of the articles of association, and submit it to the first extraordinary general meeting of shareholders in 2022 to authorize the board of directors to handle the relevant change procedures of industrial and commercial registration.
The specific announcement is disclosed on cninfo.com（ http://www.cn.info.com.cn. ）Comparison table of amendments to the articles of association.
The directors present at the meeting passed the meeting with 9 affirmative votes, 0 negative votes and 0 abstention votes. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) proposal on Revising the management system of raised funds
Details are disclosed on cninfo.com（ http://www.cn.info.com.cn. ）Management system for raised funds.
The directors present at the meeting passed the meeting with 9 affirmative votes, 0 negative votes and 0 abstention votes. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) proposal on providing guarantee for subsidiaries
Details are disclosed in the securities times and cninfo（ http://www.cn.info.com.cn. ）Announcement on providing guarantee for subsidiaries (Announcement No.: 2022042).
The directors present at the meeting passed the meeting with 9 affirmative votes, 0 negative votes and 0 abstention votes. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) proposal on using some idle raised funds to temporarily supplement working capital
On the premise of not affecting the progress of the investment projects invested by the raised funds and the normal production and operation of the company, combined with the production and operation needs and financial situation of the company, the company plans to use the idle raised funds of no more than 700 million yuan to temporarily supplement the working capital for the daily production and operation activities related to the main business, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, Within the validity period of the resolution, the above amount can be recycled and returned to the special account for raised funds in time when it expires or the investment project of raised funds needs to be used.
The independent directors have expressed their independent opinions on the above matters, and the recommendation institution has issued verification opinions on this proposal.
The directors present at the meeting passed the meeting with 9 affirmative votes, 0 negative votes and 0 abstention votes.
The specific announcement is disclosed in the securities times and cninfo（ http://www.cn.info.com.cn. ）Announcement on temporarily replenishing working capital with some idle raised funds (Announcement No.: 2022043).
(V) proposal on convening the first extraordinary general meeting of shareholders in 2022
The company plans to hold the first extraordinary general meeting of shareholders in 2022 in the conference room on the 5th floor, No. 99, Qiaocheng East Road, Nanshan District, Shenzhen on June 7, 2022 to consider the relevant proposals submitted to the general meeting of shareholders at the 16th meeting of the third board of directors. Details are disclosed in the securities times and cninfo（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022044).
The directors present at the meeting passed the meeting with 9 affirmative votes, 0 negative votes and 0 abstention votes.
The convening and voting of this meeting comply with the relevant provisions of the company law and the articles of association, and the voting results are true, legal and effective.
3、 Documents for future reference
1. Resolutions of the 16th meeting of the third board of directors of the company;
2. Independent opinions of independent directors on matters related to the 16th meeting of the third board of directors;
3. Guotai Junan Securities Co.Ltd(601211) , AVIC Securities Co., Ltd. verification opinions on the company’s use of some idle raised funds to temporarily supplement working capital.
It is hereby announced.
Shennan Circuits Co.Ltd(002916) board of directors
May 20, 2002
