Securities code: Hitevision Co.Ltd(002955) securities abbreviation: Hitevision Co.Ltd(002955) Announcement No.: 2022047 Hitevision Co.Ltd(002955)
Announcement of resolutions of the 14th meeting of the second 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
Hitevision Co.Ltd(002955) (hereinafter referred to as “the company”) the 14th meeting of the second board of directors was sent to all directors of the company by email on May 20, 2022 and held by communication on May 23, 2022. There were 9 directors who should attend the meeting and 9 actually attended the meeting. The chairman, Mr. Xing Xiuqing, presided over the meeting, and the company’s supervisors, senior managers and Secretary of the board of directors attended the meeting as nonvoting delegates. The notice and convening procedures of the meeting shall comply with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
2、 Voting at the board meeting:
(I) deliberated and passed the proposal on capital increase and related party transactions of wholly-owned subsidiaries
The board of directors agrees to further optimize the core business structure of the company (hereinafter referred to as “Xinyi science and technology” and “Xinyi science and technology”, and the board of directors agrees to further optimize the core business structure of Xinyi science and Technology Co., Ltd. based on the “main line of education and technology”, hereinafter referred to as “Xinyi science and technology”, and fully mobilize the enthusiasm of Xinyi science and Technology Co., Ltd. “and” Xinyi science and technology “to meet the needs of the company’s” main line of education and technology ” Tianjin Xincheng enterprise management partnership (limited partnership) (hereinafter referred to as “Tianjin Xincheng”) and Gongqingcheng Xinfu investment partnership (limited partnership) (hereinafter referred to as “Gongqingcheng Xinfu”) have increased the capital of Xinxian technology, with a total amount of RMB 100 million. The company waives the preemptive right to the above capital increase. After the transaction is completed, the proportion of equity held by the company in Xinxian technology will be reduced from 100% to 37.5%, New line technology will become a joint-stock company of the company and will no longer be included in the scope of consolidated statements. This event constitutes a connected transaction.
The independent directors of the company approved the proposal in advance and expressed their agreed independent opinions.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）, securities times, China Securities News, Shanghai Securities News and Securities Daily. Based on the principle of prudence, related directors Mr. Xing Xiuqing, Mr. Wang Jing and Mr. Zhang Shujiang avoided voting on this proposal.
Voting results: 6 in favor, 0 against, 0 abstention and 3 avoidance.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) the proposal on increasing the estimated amount of the company’s daily connected transactions in 2022 was deliberated and passed. In order to comprehensively focus on the main business of education and technology and promote the sustainable development of new line technology, the company’s directors Mr. Wang Jing, Tianjin Xincheng and Gongqingcheng Xinfu plan to increase the capital of new line technology. Now considering that after the capital increase is completed, Xinxian technology will be actually controlled by Mr. Wang Jing, the director of the company. According to article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange, Xinxian technology will become a related party of the company. In order to meet the business development needs of the company and Xinxian technology, the board of directors of the company agreed that the company and its subsidiaries would increase the estimated amount of daily related party transactions with Xinxian technology and its subsidiaries by 190 million yuan in 2022.
The independent directors of the company approved the proposal in advance and expressed their agreed independent opinions.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）, securities times, China Securities News, Shanghai Securities News and Securities Daily. Based on the principle of prudence, related directors Mr. Xing Xiuqing, Mr. Wang Jing and Mr. Zhang Shujiang avoided voting on this proposal.
Voting results: 6 in favor, 0 against, 0 abstention and 3 avoidance.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(III) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
After deliberation by the directors attending the meeting, it is agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting at 14:00 p.m. on June 13, 2022.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）, securities times, China Securities News, Shanghai Securities News and Securities Daily. Voting results: 9 in favor, 0 against, 0 abstention and 0 avoidance.
3、 Documents for future reference
1. Resolution of the 14th meeting of Hitevision Co.Ltd(002955) the second board of directors;
2. Prior approval opinions of independent directors on matters related to the 14th meeting of the second board of directors of the company;
3. Independent opinions of independent directors on matters related to the 14th meeting of the second board of directors of the company. It is hereby announced.
Hitevision Co.Ltd(002955) board of directors may 24, 2022
