Securities code: Shenzhen Clou Electronics Co.Ltd(002121) securities abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) Announcement No.: 2022059 Shenzhen Clou Electronics Co.Ltd(002121)
Announcement on terminating the company’s non-public offering of A-Shares in 2021
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as “the company”), the 16th (Interim) meeting of the 8th board of directors and the 10th (Interim) meeting of the 8th board of supervisors deliberated and adopted the proposal on terminating the company’s non-public issuance of A-Shares in 2021. The relevant information is explained as follows: I. overview of the company’s non-public issuance of A-Shares in 2021
The ninth (Interim) meeting of the eighth board of directors and the fifth (Interim) meeting of the eighth board of supervisors of the company deliberated and approved the proposal on Shenzhen Clou Electronics Co.Ltd(002121) meeting the conditions for non-public development of shares, the proposal on signing a conditional and effective share subscription agreement with specific objects and other proposals. The company plans to issue A-share non-public, The issuing objects include securities investment fund management companies, securities companies, insurance institutional investors, trust and investment companies, financial companies, asset management companies, qualified overseas institutional investors, other institutional investors and natural persons in accordance with the provisions of the CSRC, including Shenzhen capital operation group Co., Ltd., with no more than 35 issuing objects (including 35), The number of non-public offering shares shall not exceed 422504744 shares (including 422504744 shares), and the total amount of raised funds shall not exceed 2200 million yuan (including this amount). For details, please refer to securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) published on December 30, 2021 Relevant documents on.
2、 Reasons for terminating the non-public offering of A-Shares in 2021
Since the disclosure of the company’s plan for non-public offering of A-Shares in 2021, the company’s board of directors, management and intermediaries have actively promoted various work of non-public offering. Based on the internal and external environmental changes and other factors, combined with the company’s overall planning, after full communication and careful analysis with relevant parties, in order to fully and effectively safeguard the interests of all shareholders, the company plans to terminate the non-public offering of A-Shares in 2021.
3、 Impact of termination of non-public offering of A-Shares in 2021 on the company
At present, the company’s business activities are normal. The termination of the non-public offering of A-Shares in 2021 will not have a significant adverse impact on the company’s daily production and operation, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
4、 Terminate the deliberation procedures for the non-public offering of A-Shares in 2021
1. Deliberations of the board of directors and the board of supervisors
The 16th (Interim) meeting of the 8th board of directors and the 10th (Interim) meeting of the 8th board of supervisors held on May 23, 2022 considered and approved the proposal on terminating the company’s non-public development of A-Shares in 2021, and agreed to terminate the non-public issuance of A-Shares in 2021.
2. Prior approval opinions and independent opinions of independent directors
(1) Prior approval opinion
The company’s decision to terminate the non-public offering of A-Shares in 2021 is a prudent decision made by comprehensively considering the actual situation of the company, changes in internal and external environment and other factors. It will not have a substantive impact on the company’s production and operation activities, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to submit the proposal on terminating the company’s non-public development of A-Shares in 2021 to the board of directors for deliberation.
(2) Independent opinion
The termination of the company’s non-public offering of A-Shares in 2021 is a prudent decision based on the changes of internal and external environment and other factors, combined with the company’s overall planning, communication with various parties, careful research and demonstration, in line with the provisions of relevant laws, regulations, rules and normative documents, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. When the board of directors deliberated on the termination, the related directors have avoided voting, the voting procedures comply with the relevant provisions and requirements of relevant laws, regulations and the articles of association, and the voting results are legal and effective. Therefore, we agree to terminate the non-public offering of A-Shares in 2021.
5、 Documents for future reference
1. Resolutions of the 16th (Interim) meeting of the 8th board of directors;
2. Resolutions of the 10th (Interim) meeting of the 8th board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 16th (Interim) meeting of the eighth board of directors of the company;
4. Independent directors’ independent opinions on matters related to the 16th (Interim) meeting of the eighth board of directors of the company.
It is hereby announced.
Shenzhen Clou Electronics Co.Ltd(002121) board of directors
May 23, 2002
