Securities code: 301228 securities abbreviation: Shipu testing Announcement No.: 2022-003 Shipu Testing Technology (Shanghai) Co., Ltd
Announcement of resolutions of the 10th meeting of the first 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 10th meeting of the first board of directors of Shipu Testing Technology (Shanghai) Co., Ltd. (hereinafter referred to as "the company") was held in the company's conference room on Friday, February 18, 2022 in the form of on-site combined communication. The notice of the meeting was delivered to all directors by mail or by hand on February 13, 2022. Five directors should attend the meeting and five actually attended the meeting (including Wang Lin and Li Jingui who attended the meeting by means of communication voting). The meeting was convened and presided over by Mr. Yang Jin, chairman of the board of directors. The supervisors and some senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the company law of the people's Republic of China and other laws and regulations and the relevant provisions of the articles of association, and the meeting is legal and effective.
2、 Deliberations of the board meeting
After careful deliberation by the attending directors, the following proposals were adopted at the meeting:
(I) deliberated and passed the proposal on using raised funds to replace self raised funds that have been invested in raised investment projects in advance and paid issuance expenses
It is agreed that the company will use the raised funds of RMB 23774600 to replace the self raised funds that have been invested in the raised investment projects and paid the issuance expenses in advance.
The independent directors have expressed their independent opinions on the matter, the recommendation institution has issued its verification opinions on the matter, and the audit institution has issued a special assurance report.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on using raised funds to replace self raised funds that have been invested in raised investment projects in advance and paid issuance expenses (Announcement No.: 2022-005), independent opinions of independent directors on matters related to the 10th meeting of the first board of directors, and Haitong Securities Company Limited(600837) on practical testing technology (Shanghai) Verification opinions on the use of raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses by the joint stock Co., Ltd. "verification report on the replacement of the raised funds for the raised investment projects in advance and paid the issuance expenses by Shipu Testing Technology (Shanghai) Co., Ltd.".
Voting results: 5 in favor, 0 against and 0 abstention.
(II) the proposal on using some idle raised funds and self owned funds for cash management was deliberated and adopted
It is agreed that the company will use idle raised funds with a limit of no more than RMB 503 million (including this amount) and its own funds with a limit of no more than RMB 300 million (including this amount) for cash management, which is valid for 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. Within the above limit and validity period, the funds can be recycled and used in a rolling manner. After the cash management of idle raised funds expires, it will be returned to the special account for raised funds in time. The board of directors of the company authorizes the chairman of the board of directors to exercise relevant investment decision-making power and sign relevant documents within the above limit and period, and the financial department of the company handles relevant matters. The authorization is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. The independent directors have expressed their independent opinions on this matter, and the recommendation institution has issued its verification opinions on this matter.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on using some idle raised funds and self owned funds for cash management (Announcement No.: 2022-006), independent opinions of independent directors on matters related to the 10th meeting of the first board of directors, and Haitong Securities Company Limited(600837) on practical testing technology (Shanghai) Verification opinions on the use of some idle raised funds and some self owned funds for cash management by joint stock limited companies.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) the proposal on changing the company's registered address, registered capital, company type, amending the articles of association and handling the registration of industrial and commercial changes was reviewed and approved
In accordance with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the articles of association of listed companies and other laws, regulations and normative documents, and in combination with the actual situation of the company, the board of directors of the company agrees to change the registered address, registered capital and type of the company, amend the articles of association and handle the matters of industrial and commercial registration. The board of directors shall also request the general meeting of shareholders to authorize the board of directors and the personnel authorized by the board of directors to handle the change of industrial and commercial registration of the above matters.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on changing the company's registered address, registered capital, company type, amending the articles of association and handling the industrial and commercial change registration (Announcement No.: 2022-007).
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on appointing the deputy general manager of the company
According to the nomination of the general manager of the company, it is agreed to appoint Peng Tinghui as the deputy general manager of the company. The term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the current board of directors.
Independent directors have expressed their independent opinions on this proposal.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on the appointment of deputy general manager of the company (Announcement No.: 2022-008) and independent opinions of independent directors on matters related to the 10th meeting of the first board of directors.
Voting results: 5 in favor, 0 against and 0 abstention.
(V) deliberated and passed the proposal on convening the first extraordinary general meeting of shareholders in 2022
The company decided to hold the first extraordinary general meeting of shareholders in 2022 on March 10, 2022 to review the proposals that need to be submitted to the general meeting of shareholders for deliberation.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-009).
Voting results: 5 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 10th meeting of the first board of directors;
2. Opinions of the 10th independent board of directors on relevant matters;
3. Verification report on self raised funds of Shipu Testing Technology (Shanghai) Co., Ltd. replacing pre invested projects and paid issuance expenses with raised funds issued by Tianzhi International Certified Public Accountants (special general partnership);
4. The Haitong Securities Company Limited(600837) verification opinions on the use of raised funds by Shipu Testing Technology (Shanghai) Co., Ltd. to replace self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses issued by the sponsor;
5. The Haitong Securities Company Limited(600837) verification opinions on the cash management of Shipu Testing Technology (Shanghai) Co., Ltd. with some idle raised funds and some self owned funds issued by the sponsor. It is hereby announced.
Board of directors of Shipu Testing Technology (Shanghai) Co., Ltd. February 22, 2022
