Securities code: 301117 securities abbreviation: Jiayuan technology Announcement No.: 2022-002
Jiayuan Technology Co., Ltd
Announcement of resolutions of the 22nd 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
The 22nd Meeting of the second board of directors of Jiayuan Technology Co., Ltd. (hereinafter referred to as "the company") was held on the 4th floor of Building 1, intellectual property finance building, No. 20 Jitai Road, high tech Zone, Chengdu on Friday, January 28, 2022. The notice of the meeting was delivered to all directors by telephone and email on January 18, 2022. Five directors should attend the meeting and five actually attended the meeting (including Mr. Zhu Weihua, director, Mr. Chen Zhipeng and Mr. Zhao Yuhong, independent director, who attended the meeting by means of communication).
The meeting was presided over by the chairman, Ms. Wang Jin, and some supervisors and senior managers of the company attended the meeting as nonvoting delegates.
The convening of this meeting complies with the provisions of relevant laws, administrative regulations, departmental rules and the articles of association.
2、 Deliberations of the board meeting
(I) the proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the third board of directors was deliberated and adopted. The term of office of the second board of directors of the company has expired on January 16, 2022. According to the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange The board of directors of the company nominated Ms. Wang Jin, Mr. Zhu Weihua and Mr. Chen Zhipeng as candidates for non independent directors of the third board of directors of the company in accordance with the relevant provisions of laws and regulations, normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and the articles of association. The term of office of non independent directors of the third board of directors of the company shall be three years from the date of deliberation and approval by the general meeting of shareholders of the company. According to relevant regulations, in order to ensure the normal work of the board of directors, before the non independent directors of the new board of directors take office, the directors of the second board of directors of the company continue to perform their duties in accordance with laws, administrative regulations and the articles of association.
The nomination committee of the board of directors has verified the qualifications of the above candidates and confirmed that the above candidates are qualified to serve as directors of listed companies and meet the requirements of the company law and the articles of association. Among the candidates for directors of the third board of directors of the company, the total number of directors concurrently serving as senior managers of the company and employees' representatives does not exceed half of the total number of directors of the company.
The directors present at the meeting voted on the above candidates one by one, and the voting results are as follows:
1.01 proposal on nominating Ms. Wang Jin as a candidate for non independent director of the third board of directors
Voting results: 5 in favor, 0 against and 0 abstention.
1.02 proposal on nominating Mr. Zhu Weihua as a candidate for non independent director of the third board of directors
Voting results: 5 in favor, 0 against and 0 abstention.
1.03 proposal on nominating Mr. Chen Zhipeng as a candidate for non independent director of the third board of directors
Voting results: 5 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on this proposal. For the specific contents and resumes of relevant personnel, see the company's disclosure on cninfo.com.cn on the same day Relevant announcements.
The above proposals need to be submitted to the general meeting of shareholders of the company for deliberation.
(II) the proposal on the general election of the board of directors and the nomination of independent director candidates for the third board of directors was deliberated and adopted. The term of office of the second board of directors of the company has expired on January 16, 2022. In accordance with the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange The board of directors of the company nominated Ms. Yang qiane and Mr. Zhao Yuhong as candidates for independent directors of the third board of directors of the company in accordance with the relevant provisions of laws, regulations, normative documents and the articles of association, such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM. The term of office of the independent directors of the third board of directors of the company shall be three years from the date of deliberation and approval by the general meeting of shareholders of the company. According to relevant regulations, in order to ensure the normal work of the board of directors, before the new independent director of the board of directors takes office, the directors of the second board of directors of the company continue to perform their duties in accordance with laws, administrative regulations and the articles of association.
The nomination committee of the board of directors has verified the qualifications of the above candidates, and the above candidates have obtained the qualification certificate of independent directors and have the independence required by the independent director rules of listed companies of CSRC; The qualification and independence of independent director candidates need to be filed and reviewed by Shenzhen Stock Exchange before they can be submitted to the general meeting of shareholders of the company for deliberation.
The directors present at the meeting voted on the above candidates one by one, and the voting results are as follows:
2.01 proposal on nominating Ms. Yang qiane as an independent director candidate of the third board of directors
Voting results: 5 in favor, 0 against and 0 abstention.
2.02 proposal on nominating Mr. Zhao Yuhong as an independent director candidate of the third board of directors
Voting results: 5 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on this proposal. For the specific contents and resumes of relevant personnel, see the company's disclosure on cninfo.com.cn on the same day Relevant announcements.
The above proposals need to be submitted to the general meeting of shareholders of the company for deliberation.
(III) the proposal on using some idle raised funds for cash management was deliberated and adopted
The board of directors agrees that the company will use idle raised funds (including over raised funds) with a total amount of no more than RMB 700 million (including this amount) for cash management without affecting the normal operation and the promotion of investment projects with raised funds, so as to purchase funds with high safety, good liquidity For low-risk financial products or deposit products (including agreed deposits, structured deposits, call deposits, etc.), the limit is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above investment period and investment limit, authorize the management of the company to make investment decisions, including: selecting qualified financial institutions, varieties of financial products, clarifying the amount and period, negotiating and communicating contracts or agreements, etc; Within the above investment limit, the management representative is authorized to sign relevant contract documents, and the specific matters shall be organized and implemented by the company's financial department.
The independent directors of the company have expressed their independent opinions on this proposal, and the sponsor has issued their verification opinions. For details, see http://www.cn.info.com.cn.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) the proposal on changing the company's registered capital, company type and registered address, amending the articles of association and submitting to the general meeting of shareholders to authorize the board of directors to handle relevant industrial and commercial change registration was reviewed and approved
With the approval of China Securities Regulatory Commission on the approval of the registration of Jiayuan Technology Co., Ltd. in its initial public offering (zjxk [2021] No. 3309) and the notice on the listing of RMB common shares of Jiayuan Technology Co., Ltd. on the gem (SZS [2022] No. 47) of Shenzhen Stock Exchange, The company issued 23073300 RMB ordinary shares (A shares) to the public for the first time, with a par value of RMB 1.00 per share.
The company has completed this public offering and was listed on the gem of Shenzhen Stock Exchange on January 17, 2022. According to the capital verification report (xksbz [2022] No. za90003) issued by Lixin Certified Public Accountants (special general partnership), after the completion of this public offering, the registered capital of the company is changed from 69.19 million yuan to 92.2633 million yuan, and the share capital of the company is changed from 69.19 million shares to 92.2633 million shares, The company type is changed from "other joint stock limited company (unlisted)" to "other joint stock limited company (listed)".
At the same time, based on the needs of business development, the company plans to change its registered address from "No. 1, floor 17 and floor 18, building 10, No. 399, west section of Fucheng Avenue, Chengdu high tech Zone, China (Sichuan) pilot free trade zone" to "floor 4, building 01, No. 20, Jitai Road, Chengdu high tech Zone, China (Sichuan) pilot free trade zone" (the specific change registration shall prevail).
In combination with the above relevant circumstances, it is proposed to change the name of the articles of Association (Draft) to the articles of association, and revise the relevant provisions accordingly.
The general meeting of shareholders is requested to authorize the board of directors to authorize the management or other personnel to apply to the competent industrial and commercial registration department for approval, change registration and other relevant procedures on the above matters.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022
It is agreed to hold the first extraordinary general meeting of the company in 2022 on February 17, 2022 to consider the above proposals that need to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
Voting results: 5 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 22nd Meeting of the second board of directors of Jiayuan Technology Co., Ltd;
2. Independent opinions of independent directors of Jiayuan Technology Co., Ltd. on relevant proposals of the 22nd Meeting of the second board of directors;
3. Citic Securities Company Limited(600030) verification opinions on cash management of Jiayuan Technology Co., Ltd. using some idle raised funds.
It is hereby announced.
Jiayuan Technology Co., Ltd
Board of directors
January 28, 2022
