Securities code: 688072 Securities abbreviation: Tuojing Technology Announcement No.: 2024-072
Tuojing Technology Co., Ltd
Announcement of the resolution of the 11th meeting of the second board of supervisors
The Board of Supervisors and all supervisors of the Company guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
1. The convening of the meeting of the board of supervisors
The 11th meeting of the second board of supervisors of Tuojing Technology Co., Ltd. (hereinafter referred to as the "company") was held
On December 30, 2024, the meeting was convened by written summons and the resolution of the Board of Supervisors was made
Notice of the meeting was sent by email on 20 December 2024. 3 supervisors should participate in the voting at this meeting,
There are 3 supervisors who actually participate in the voting. The convening and convening procedures and methods of this meeting comply with the relevant provisions of the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and other laws and regulations, as well as the Articles of Association of Tuojing Technology Co., Ltd., and the resolutions of the meeting are legal and valid.
2. Deliberations of the Board of Supervisors
After the voting of the supervisors at the meeting, the following resolutions were deliberated and passed:
(1) Reviewed and approved the "Proposal on the Company's Expected Daily Related Party Transactions in 2025"
The Board of Supervisors believes that the daily related party transactions of the Company (including the subsidiaries within the scope of the consolidated statements) in 2025 are in line with the actual daily production and operation of the Company (including the subsidiaries within the scope of the consolidated statements), and the related party transactions between the Company (including the subsidiaries within the scope of the consolidated statements) follow the principle of market fairness, and the related party transactions will not affect the independence of the Company, will not affect the authenticity of the operating results of the Company (including the subsidiaries within the scope of the consolidated statements), and will not harm the interests of the Company and shareholders.
In summary, the Board of Supervisors agreed to the proposal on the company's expected daily connected transactions in 2025.
The specific voting situation is as follows:
(1) Proposal 1.01: "Proposal on Expected Daily Connected Transactions with China Micro Semiconductor Equipment (Shanghai) Co., Ltd. (Including Subsidiaries within the Scope of Consolidated Statements) in 2025"
Vote: 3 votes in favor, 0 votes against, 0 abstentions.
(2) Motion 1.02: "About the 2025 Annual Date with Shenyang Fuchuang Precision Equipment Co., Ltd
Proposals on Frequently Related Party Transactions》
Vote: 3 votes in favor, 0 votes against, 0 abstentions.
(3) Motion 1.03: "About the 2025 Annual Routine Relationship with Shanghai Xijia Precision Technology Co., Ltd."
Proposal of joint trading》
Voting: 2 votes agreed, 0 votes against, 0 abstentions, and supervisor Cao Yang abstained from voting on this proposal.
(4) Motion 1.04: "About the expected daily related transactions with Shanghai Jiyi Technology Co., Ltd. in 2025."
Yi's Motion》
Vote: 3 votes in favor, 0 votes against, 0 abstentions.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the "Announcement on Expected Daily Connected Transactions in 2025" (Announcement No.: 2024-068) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
(2) Reviewed and approved the "Proposal on Incidental Related Party Transactions of Joint Investment between the Company and Related Persons"
The Board of Supervisors believes that the company's wholly-owned subsidiary, Shanghai Yanquan Technology Co., Ltd., and the company's related party, Shenyang Fuchuang Precision Equipment Co., Ltd., jointly invested in Shenzhen Guanhua Semiconductor Co., Ltd., which is in line with the company's long-term development strategy and will not have a significant adverse impact on the company's cash flow and operating performance.
In summary, the Board of Supervisors agreed to the incidental connected transaction of the joint investment between the Company and related parties.
Vote: 3 votes in favor, 0 abstentions, 0 votes against.
This proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the Announcement on Foreign Investment and Related Party Transactions (Announcement No.: 2024-069) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
(3) Reviewed and approved the "On the Company's Holding Subsidiaries to Sign Equipment Procurement Contracts and Related Party Transactions".
Motion》
The Board of Supervisors believes that the company's holding subsidiary, Tuojing Keykey (Haining) Semiconductor Equipment Co., Ltd. (hereinafter referred to as "Tuojing Keytech"), intends to sign an equipment procurement contract with Shanghai Jiyi Technology Co., Ltd., a related party of the company, which is based on the needs of its own production and operation, and the contract pricing is fair, and there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders, and is in line with the provisions of relevant laws and regulations.
In summary, the Board of Supervisors approved the related party transaction procurement contract of the company's holding subsidiary, Tuojing Keytech.
Vote: 3 votes in favor, 0 abstentions, 0 votes against.
This proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the "Announcement on the Proposed Signing of Equipment Purchase Contracts and Related Party Transactions by Holding Subsidiaries" (Announcement No.: 2024-070) disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
(4) Reviewed and approved the "Proposal on the Extension of the Company's Initial Public Offering of Over-raised Funds Investment Projects"
The Board of Supervisors believes that the postponement of the over-raised capital investment project does not change the investment direction of the raised funds in disguise and damage the interests of shareholders, especially small and medium-sized shareholders, and the decision-making and approval procedures comply with the relevant provisions of the "Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies", "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" and the company's "Measures for the Management of Raised Funds of Tuojing Technology Co., Ltd."
In summary, the Board of Supervisors agreed to the postponement of the over-raised capital investment project.
Vote: 3 votes in favor, 0 abstentions, 0 votes against.
This proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the "Announcement on the Postponement of Initial Public Offering of Over-raised Funds Investment Projects" (Announcement No.: 2024-071) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
The announcement is hereby made.
Board of Supervisors of Tuojing Technology Co., Ltd
December 31, 2024
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