Securities code: 300078 securities abbreviation: Hangzhou Century Co.Ltd(300078) Announcement No.: 2022-006
Bond Code: 123096 bond abbreviation: Sichuang convertible bond
Hangzhou Century Co.Ltd(300078)
Announcement of resolutions of the 7th Meeting of the 5th 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.
The seventh meeting of the Fifth Board of directors of Hangzhou Century Co.Ltd(300078) (hereinafter referred to as "the company") was notified by e-mail and telephone confirmation on January 21, 2022, and held in the company's conference room by on-site and communication voting on January 27, 2022. The meeting was presided over by Mr. Zhang Lizhong, chairman of the board of directors. There were 7 directors who should vote and 7 directors who actually voted. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of the meeting comply with the relevant provisions of the company law of the people's Republic of China and the articles of association. After careful deliberation by the attending directors, the following resolutions are formed:
1、 The proposal on developing foreign exchange hedging business was deliberated and adopted
It is agreed that the company and its subsidiaries shall use their own funds of no more than RMB 270 million to carry out foreign exchange hedging business within 12 months after the deliberation and approval of this board of directors according to the actual situation of overseas business. Within the above limit, the funds can be recycled. If the duration of a single transaction exceeds the validity of the resolution, the validity of the resolution shall be automatically extended to the termination of the single transaction; At the same time, the board of directors authorizes the chairman to be responsible for the operation and management of foreign exchange hedging business and signing relevant agreements and documents.
Independent directors have expressed their independent opinions on this proposal. The recommendation institution Citic Securities Company Limited(600030) has issued verification opinions on this proposal. For details, see the announcement on carrying out foreign exchange hedging business (Announcement No.: 2022-008) disclosed by the company on cninfo.com.cn on the same day.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
2、 The proposal on using temporarily idle raised funds for cash management was deliberated and adopted
It is agreed that the company and its subsidiaries use the temporarily idle raised funds of non-public issuance of shares and convertible corporate bonds for cash management without affecting the construction of investment projects with raised funds, The total amount of use shall not exceed 550 million yuan (including the amount of non-public issuance of shares shall not exceed 100 million yuan and the amount of convertible corporate bonds shall not exceed 45 million yuan) for the purchase of investment products with high safety, good liquidity and guaranteed principal. The above use limit shall be recycled and rolled within 12 months from the date of deliberation and approval by the board of directors. Within the investment term and limit, the board of directors authorizes the chairman to exercise relevant decision-making power and sign contract documents.
Independent directors have expressed their independent opinions on this proposal. The recommendation institution Citic Securities Company Limited(600030) has issued verification opinions on this proposal. For details, please refer to the announcement on using temporarily idle raised funds for cash management (Announcement No.: 2022-009) disclosed by the company on cninfo.com on the same day.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
3、 The proposal on Amending the articles of association was deliberated and adopted
In accordance with the company law, the securities law, the guidelines for the articles of association of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and the self regulatory guidelines for listed companies of Shenzhen stock exchange No. 5 - Information Disclosure Management and other relevant laws According to the latest provisions of laws, regulations and normative documents, and in combination with the actual situation of the company, the company modifies the articles of association accordingly. For details, see the announcement on Amending the articles of association and related systems (Announcement No.: 2022-010) disclosed by the company on cninfo.com on the same day.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
4、 The proposal on Amending the rules of procedure of the board of directors was deliberated and adopted
In accordance with the latest provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the guidelines for the articles of association of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and in combination with the actual situation of the company, The company amended the rules of procedure of the board of directors accordingly. For details, please refer to the rules of procedure of the board of directors disclosed on cninfo.com on the same day.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
5、 The proposal on Amending the rules of procedure of the general meeting of shareholders was deliberated and adopted
In accordance with the latest provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the guidelines for the articles of association of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and in combination with the actual situation of the company, The company amended the rules of procedure of the general meeting of shareholders accordingly. For details, please refer to the rules of procedure of the general meeting of shareholders disclosed on cninfo.com on the same day.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
6、 The proposal on Amending the working system of independent directors was deliberated and adopted
In accordance with the latest provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the guidelines for the articles of association of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and in combination with the actual situation of the company, The company amended the working system of independent directors accordingly. See the working system of independent directors disclosed by the company on cninfo.com on the same day for details.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
7、 The proposal on formulating the financial aid management system was deliberated and adopted
In accordance with the latest provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies, and in combination with the actual situation of the company, the company has formulated the financial assistance management system.
For details, please refer to the financial assistance management system disclosed by the company on cninfo.com on the same day.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
8、 The proposal on Amending the external guarantee management system was deliberated and adopted
In accordance with the latest provisions of relevant laws, regulations and normative documents such as company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies, and in combination with the actual situation of the company, The company amended the management system of external guarantee accordingly. For details, please refer to the external guarantee management system disclosed by the company on cninfo.com on the same day.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
9、 The proposal on Amending the foreign investment management system was deliberated and adopted
In accordance with the latest provisions of relevant laws, regulations and normative documents such as company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies, and in combination with the actual situation of the company, The company revised the foreign investment management system accordingly. For details, please refer to the foreign investment management system disclosed by the company on cninfo.com on the same day.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
10、 The proposal on Amending the measures for the administration of connected transactions was considered and adopted
In accordance with the latest provisions of relevant laws, regulations and normative documents such as company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies, and in combination with the actual situation of the company, The company amended the measures for the administration of connected transactions accordingly. For details, please refer to the management measures for related party transactions disclosed by the company on cninfo.com on the same day.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
11、 The proposal on Amending the management system of raised funds was deliberated and adopted
In accordance with the latest provisions of relevant laws, regulations and normative documents such as company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies, and in combination with the actual situation of the company, The company revised the management system of raised funds accordingly. For details, please refer to the management system of raised funds disclosed by the company on cninfo.com on the same day.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
12、 The proposal on Amending the information disclosure management system was deliberated and adopted
In accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 - standardized operation of GEM listed companies, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 5 - Information Disclosure Management and other relevant laws and regulations According to the latest provisions of normative documents and in combination with the actual situation of the company, the company has revised the information disclosure management system accordingly. For details, please refer to the information disclosure management system disclosed by the company on cninfo.com on the same day. This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
13、 The proposal on Amending the working rules of the general manager was deliberated and adopted
In accordance with the latest provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the guidelines for the articles of association of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and in combination with the actual situation of the company, The company revised the general manager's working rules accordingly. For details, please refer to the working rules of the general manager disclosed by the company on cninfo.com on the same day.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
14、 The proposal on Amending the measures for the administration of shares held by directors, supervisors and senior managers of the company and their changes was deliberated and adopted
In accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 - standardized operation of GEM listed companies, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 5 - Information Disclosure Management and other relevant laws and regulations According to the latest provisions of the normative documents and in combination with the actual situation of the company, the company has revised the measures for the administration of shares held by directors, supervisors and senior managers and their changes accordingly. For details, please refer to the measures for the management of the shares held by directors, supervisors and senior managers of the company and their changes disclosed on cninfo.com on the same day.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
15、 The proposal on Amending the system for preventing the occupation of funds by controlling shareholders and other related parties was deliberated and adopted
In accordance with the company law, the securities law, the guidelines for the articles of association of listed companies and the Listing Rules of Shenzhen Stock Exchange gem According to the latest provisions of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 - management of information disclosure affairs, and in combination with the actual situation of the company, The company revised the system for preventing the occupation of funds by controlling shareholders and other related parties accordingly. For details, see the system for preventing the occupation of funds by controlling shareholders and other related parties disclosed by the company on cninfo.com on the same day.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
16、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company decided to hold the first extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting on Monday, February 14, 2022. For details, see the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.) disclosed on cninfo.com on the same day
