Securities code: 300459 securities abbreviation: Zhejiang Jinke Tom Culture Industry Co.Ltd(300459) Announcement No.: 2022-007
Zhejiang Jinke Tom Culture Industry Co.Ltd(300459)
Announcement of resolutions of the 15th 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.
In accordance with the company law of the people's Republic of China, the articles of association of Zhejiang Jinke Tom Culture Industry Co.Ltd(300459) and other relevant provisions, the 15th meeting of the Fourth Board of directors of Zhejiang Jinke Tom Culture Industry Co.Ltd(300459) (hereinafter referred to as "the company") was notified to all directors by means of communication on February 11, 2022 and held in the conference room of the company's office on February 14, 2022. Five directors should attend the meeting and five actually attended the meeting, Including 2 independent directors. The meeting was convened and presided over by Mr. Zhu Zhigang, chairman of the board of directors. The convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations and the articles of association. The voting of all directors on the proposal is as follows:
1、 The proposal on continuing the mutual insurance relationship with Zhejiang Shidai Jintai Environmental Protection Technology Co., Ltd. and its wholly-owned subsidiaries was deliberated and adopted
Zhejiang Shidai Jintai Environmental Protection Technology Co., Ltd. (hereinafter referred to as "Shidai Jintai") and its wholly-owned subsidiary (hereinafter referred to as "Shidai Jintai party") intend to continue the mutual insurance relationship with the company and its holding subsidiaries and provide guarantees for each other's external financing. In order to meet the company's external financing needs, Shidai Jintai intends to continue to provide the company and its holding subsidiaries with a total guarantee amount of no more than RMB 1 billion free of charge. Based on the principle of "fairness, mutual benefit and reciprocity", the company and its holding subsidiaries intend to continue to provide free external financing for times Jintai and its wholly-owned subsidiary Zhejiang Feida environmental protection materials Co., Ltd. (hereinafter referred to as "Feida environmental protection") with a total guarantee amount of no more than 750 million yuan.
Within the total guarantee amount of 750 million yuan provided by the company and its holding subsidiaries to Shidai Jintai party, the guarantee parties can use the guarantee amount by times according to the actual financing needs, and sign a formal guarantee agreement by times. The validity period of the total guarantee amount is from the effective date of the amount to the date when the balance of the total guarantee amount is exhausted. At the same time, the board of directors requested the general meeting of shareholders to authorize the chairman of the company to sign a formal guarantee agreement. The authorization period is from the date when the total guarantee amount is considered and approved by the general meeting of shareholders to the date when the balance of the amount is exhausted.
After considering the above guarantee matters, the board of directors of the company believes that the financial and credit status of the company and its holding subsidiaries, Shidai Jintai and Feida environmental protection, the objects of this external guarantee, are in good condition. The company and Shidai Jintai have maintained a mutual guarantee relationship for many years and maintained a good enterprise relationship. Both parties have faithfully performed their guarantee obligations in the actual external financing business, There is no breach of contract or violation of laws and regulations; At the same time, based on the capital needs of the two companies for their own business development in the future and the principle of "fairness, mutual benefit and reciprocity", the two sides intend to continue the mutual insurance relationship and provide guarantees to each other. This guarantee is conducive to the normal development of the company's external financing business and meet the capital needs of the company's daily production and operation, so as to promote the healthy and stable development of the company. The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to cninfo (www.cn. Info. Com. CN.), the gem information disclosure website designated by the CSRC Announcement on the continuation of mutual insurance relationship with Zhejiang Shidai Jintai Environmental Protection Technology Co., Ltd. and its wholly-owned subsidiaries.
Voting results: 5 votes in favor; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 The proposal on Amending the articles of association was deliberated and adopted
The company plans to revise the articles of association in accordance with the relevant provisions of the guidelines for the articles of association of listed companies (revised in 2022) recently issued by the CSRC and in combination with the actual situation of the company.
For details, please refer to cninfo (www.cn. Info. Com. CN.), the gem information disclosure website designated by the CSRC Amendment to the articles of association on.
Voting results: 5 votes in favor; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
After deliberation, the board of directors plans to hold the company's first extraordinary general meeting of shareholders in 2022 in the company's conference room on the 36th floor of Zhejiang chamber of Commerce building, No. 299 Pinglan Road, Qianjiang Century City, Xiaoshan District, Hangzhou, Zhejiang Province at 14:00 p.m. on Wednesday, March 2, 2022. The meeting will consider the proposals considered and approved by the board of directors and still need to be considered by the company's general meeting of shareholders.
For details, please refer to cninfo.com (www.cn. Info. Com. CN.) published on the gem information disclosure website designated by China Securities Regulatory Commission on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022. Voting results: 5 votes in favor; No negative vote; There were no abstentions.
4、 Documents for future reference
Resolution of the 15th meeting of the 4th board of directors.
It is hereby announced.
Zhejiang Jinke Tom Culture Industry Co.Ltd(300459) board of directors
February 14, 2022
