Securities code: 002009 securities abbreviation: Miracle Automation Engineering Co.Ltd(002009) Announcement No.: 2022-006 Miracle Automation Engineering Co.Ltd(002009)
Announcement of resolutions of the third (Interim) meeting of the eighth 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、 Convening of board meeting
The notice of the third (Interim) meeting of the eighth board of directors of Miracle Automation Engineering Co.Ltd(002009) (hereinafter referred to as “the company”) was sent by communication on January 13, 2022, and the meeting was held by communication at 10:00 a.m. on January 18, 2022. The meeting was presided over by Mr. Huang Bin, chairman of the board of directors, and all supervisors and senior managers attended the meeting as nonvoting delegates. The number of directors attending the meeting meets the quorum, and the convening, convening and voting procedures of the board of directors meet the provisions of relevant laws and regulations and the articles of association.
2、 Deliberations of the board meeting
1. The proposal on transferring all equity and related party transactions of Wuxi Nantian Electromechanical Technology Co., Ltd., a holding subsidiary, was deliberated and adopted, with 8 votes in favor, 0 against and 0 abstention. (Mr. Huang Bin, a related director, abstained from voting)
It is agreed that Wuxi golden ball Machinery Co., Ltd., the holding subsidiary of the company, will transfer its 100% equity of Wuxi Nantian Electromechanical Technology Co., Ltd. to Nanjing MEILIKAI Electromechanical Technology Co., Ltd. for a consideration of RMB 66 million.
The counterparty, Mr. Huang Guoxing, the actual controller, executive director and general manager of Nanjing MEILIKAI Electromechanical Technology Co., Ltd., is the brother of Mr. Huang Weixing, the controlling shareholder and actual controller of the company. This transaction constitutes a connected transaction. Mr. Huang Bin and Mr. Huang Weixing, affiliated directors, are father son relationship and avoid voting on this proposal.
The independent directors of the company have approved the proposal in advance and expressed their independent opinions.
According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this connected transaction is within the authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
According to the measures for the administration of major asset restructuring of listed companies, this transaction does not constitute a major asset restructuring and does not need to be submitted to relevant departments for examination and approval.
(for details, please refer to the company’s securities times, Shanghai Securities News and cninfo http://www.cn.info.com.cn. Disclosed announcement on equity transfer and related party transactions of subsidiaries)
It is hereby announced!
Miracle Automation Engineering Co.Ltd(002009) board of directors January 19, 2022
