Securities code: 300552 securities abbreviation: Vanjee Technology Co.Ltd(300552) Announcement No.: 2022-015 Vanjee Technology Co.Ltd(300552)
Announcement of resolutions of the 18th meeting of the 4th 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
Vanjee Technology Co.Ltd(300552) (hereinafter referred to as "the company" or "the company") sent the notice of convening the 18th meeting of the Fourth Board of directors by e-mail on January 24, 2022, and held the meeting by on-site voting in the company's conference room on January 27, 2022. Nine directors shall be present at the meeting, and nine directors actually present, more than half of all directors. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by the chairman. The meeting was held in accordance with the company law of the people's Republic of China, relevant laws and regulations and the Vanjee Technology Co.Ltd(300552) articles of association.
2、 Deliberations of the board meeting
1. The meeting deliberated and adopted the proposal on foreign investment and capital increase of Beijing chebai Intelligent Network Technology Co., Ltd. with 9 affirmative votes, 0 negative votes and 0 abstention;
In order to promote the development of the company's business in smart Internet and smart city, the board of directors agreed that the company, Beijing chebai smart Internet planning, design and Research Institute Co., Ltd. (hereinafter referred to as "Research Institute Company") and Beijing Zhencheng technology partnership (limited partnership) (hereinafter referred to as "Zhencheng partnership") Beijing chebai Intelligent Network Technology Co., Ltd. (hereinafter referred to as "chebai technology") signed the investment cooperation agreement on Beijing chebai Intelligent Network Technology Co., Ltd., and the company increased the capital of chebai technology by 20 million yuan with its own funds. After the capital increase, the company holds 33.33% equity of chebai technology, the research institute company holds 33.34% equity of chebai technology, and Zhencheng partnership holds 33.33% equity of chebai technology.
For details, please refer to the announcement on foreign investment and capital increase of Beijing chebai Intelligent Network Technology Co., Ltd. published on the same day on the gem information disclosure website designated by the CSRC.
2. The meeting deliberated and adopted the proposal on capital reduction of holding subsidiaries with 9 affirmative votes, 0 negative votes and 0 abstention votes;
All shareholders of the company's holding subsidiary Beijing Wanji Information Engineering Technology Co., Ltd. (hereinafter referred to as "Wanji Information Engineering") plan to reduce the registered capital of Wanji information engineering from 30 million yuan to 20.8 million yuan in the same proportion. After the capital reduction, the company's contribution to Wanji information project was reduced from 18 million yuan to 12.48 million yuan, and the contribution of Xinjiang Wanzhi chuangcheng equity investment management partnership (limited partnership) was reduced from 12 million yuan to 8.32 million yuan. Before and after the capital reduction, the shareholding ratio of each shareholder to Wanji Information Engineering remains unchanged. The company is still its controlling shareholder and holds 60% of the equity, which will not lead to changes in the scope of the company's consolidated statements.
For details, please refer to the announcement on capital reduction of holding subsidiaries published on the same day on the gem information disclosure website designated by the CSRC.
3. The meeting deliberated and adopted the proposal on using some idle raised funds for cash management with 9 affirmative votes, 0 negative votes and 0 abstention votes;
The board of directors agrees that the company will use idle raised funds of no more than RMB 100 million (including RMB 100 million) for cash management on a rolling basis without affecting the normal progress of investment projects with raised funds and the safety of raised funds, and invest in financial products with high safety, good liquidity, low risk and relatively good return on investment, so as to improve the efficiency of the use of funds The idle raised funds shall be used reasonably, and the service life shall be from the date of deliberation and approval by the board of directors to January 31, 2023. Within the above limit, the funds can be used on a rolling basis.
For details, please refer to the announcement on using some idle raised funds for cash management published on the same day on the gem information disclosure website designated by the CSRC. The independent directors of the company have expressed relevant independent opinions on this proposal. For details, please refer to the independent opinions of independent directors on relevant matters published on the gem information disclosure website designated by the CSRC on the same day. The company's recommendation agency Northeast Securities Co.Ltd(000686) issued the Northeast Securities Co.Ltd(000686) verification opinions on Vanjee Technology Co.Ltd(300552) using temporarily idle raised funds for cash management.
4. The meeting deliberated and adopted the proposal on using part of its own funds for cash management in 2022 by 9 votes in favor, 0 against and 0 abstention;
The board of directors agrees that the company (including branches) will use its own funds of no more than RMB 800 million (including RMB 800 million) for cash management and investment in financial products in 2022, so as to improve the use efficiency of the company's funds and make rational use of its own funds. The service life is from the date of deliberation and approval by the board of directors to January 31, 2023. Within the above limit, the funds can be used in a rolling manner. The amount of this investment includes the amount of products that have been invested but have not yet expired. For details, please refer to the announcement on cash management using part of its own funds in 2022 published on the same day on the gem information disclosure website designated by the CSRC. The independent directors of the company have expressed relevant independent opinions on this proposal. For details, please refer to the independent opinions of independent directors on relevant matters published on the gem information disclosure website designated by the CSRC on the same day.
5. The meeting deliberated and adopted the proposal on renewing the appointment of the company's audit institution in 2021 with 9 affirmative votes, 0 negative votes and 0 abstention votes;
ShineWing Certified Public Accountants (special general partnership) has the qualification of securities and futures related business audit, and has the experience and ability to provide audit services for listed companies. During its tenure as the company's audit institution in 2020, it has completed the company's audit in 2020 in strict accordance with the requirements of relevant laws and regulations. In order to ensure the smooth progress of the company's audit work, it is agreed that the company will continue to employ ShineWing Certified Public Accountants (special general partnership) as the company's audit institution in 2021 for one year.
For details, please refer to the announcement on the renewal of the company's 2021 audit institution published on the gem information disclosure website designated by the CSRC on the same day. The independent directors of the company have issued prior approval opinions and relevant independent opinions on this proposal. For details, please refer to the prior approval opinions of independent directors on related matters and independent opinions of independent directors on related matters published on the gem information disclosure website designated by the CSRC on the same day.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
6. The meeting deliberated and adopted the proposal on changing the registered capital of the company and amending the articles of association with 9 affirmative votes, 0 negative votes and 0 abstention votes;
As the company has completed the issuance of 15232292 ordinary shares in RMB to 11 specific objects, the issuance price is 26.26 yuan / share. After the issuance, the registered capital of the company was changed from 197908200 yuan to 2133133112 yuan, and the total share capital of the company was changed from 197908200 shares to 2133133112 shares.
In accordance with the relevant provisions of the company law of the people's Republic of China and other laws, regulations and normative documents, and in combination with the actual situation of the company, the board of directors of the company plans to modify the relevant provisions of the articles of association. The company authorizes the board of directors to handle industrial and commercial filing and other related matters. The above changed articles of association shall be subject to the contents filed by the industrial and commercial organization.
For details, please refer to the announcement on changing the registered capital of the company and amending the articles of Association published on the same day on the gem information disclosure website designated by the CSRC.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
7. The meeting deliberated and adopted the proposal on convening the second extraordinary general meeting of shareholders in 2022 with 9 affirmative votes, 0 negative votes and 0 abstention.
For details, please refer to the notice on convening the second extraordinary general meeting of shareholders in 2022 published on the gem information disclosure website designated by the CSRC on the same day.
3、 Documents for future reference
1. Resolution of the 18th meeting of the Vanjee Technology Co.Ltd(300552) 4th board of directors.
It is hereby announced.
Vanjee Technology Co.Ltd(300552) board of directors January 28, 2022
