Zhaoxun Media Advertising Co., Ltd
Resolution of the 5th meeting of the 4th board of directors
The fifth meeting of the Fourth Board of directors of zhaoxun Media Advertising Co., Ltd. (hereinafter referred to as “the company”) was held on July 25, 2020. The meeting was presided over by Mr. Su zhuangqiang, chairman of the board. The meeting notice and meeting materials have been delivered to all directors in advance. There are 7 directors who should vote at this meeting and 7 directors who actually vote. The convening and voting procedures of this meeting comply with the relevant provisions of the company law and the articles of association. After discussion, the following resolutions are formed:
1、 The proposal on the company’s application for initial public offering of RMB common shares and listing on the gem was deliberated and adopted
In order to implement the company’s development strategy, expand marketing capacity, expand financing channels and optimize the capital structure, the company plans to apply for an initial public offering of RMB common shares (A shares) and listing on the gem (hereinafter referred to as “this public offering” or “this offering and listing”). The specific contents are as follows:
1. Types of shares issued
The type of shares to be publicly issued this time is RMB common shares (A shares) listed in China.
Voting results: 7 in favor, 0 against and 0 abstention.
2. Par value per share of issued shares
The par value of each share of this public offering is RMB 1.00.
Voting results: 7 in favor, 0 against and 0 abstention.
3. Number of shares issued
The number of shares in this public offering shall not exceed 50 million, and the proportion of circulating shares in the total share capital after this public offering shall not be less than 25%; The actual number of new shares issued shall be submitted by the board of directors to the general meeting of shareholders for authorization. The board of directors shall negotiate with the sponsor (lead underwriter) of this issuance according to the actual situation; If the company’s shares have ex rights matters such as share distribution and conversion to share capital before issuance, the upper limit of the number of new shares issued this time shall be adjusted accordingly.
Voting results: 7 in favor, 0 against and 0 abstention.
4. Issuing object
The objects of this public offering are inquiry objects that meet the qualifications specified by the securities regulatory authorities, investors who have opened securities accounts in Shenzhen Stock Exchange (except buyers prohibited by laws and regulations), or other issuance objects recognized by the securities regulatory authorities.
Voting results: 7 in favor, 0 against and 0 abstention.
5. Issuance method
This public offering adopts the combination of offline inquiry placement to inquiry objects and online pricing issuance to social public investors, or other issuance methods approved by the securities regulatory authorities.
Voting results: 7 in favor, 0 against and 0 abstention.
6. Pricing method
This public offering will determine the issue price through preliminary inquiry from the inquiry object, or after the initial inquiry determines the issue price range, determine the issue price through cumulative bidding inquiry, or determine the issue price in other ways approved by the securities regulatory authorities.
Voting results: 7 in favor, 0 against and 0 abstention.
7. Underwriting method
The lead underwriter underwrites the shares issued this time in the form of balance underwriting.
Voting results: 7 in favor, 0 against and 0 abstention.
8. Place to be listed
After the completion of this public offering, the company’s shares apply for listing on the gem of Shenzhen Stock Exchange.
Voting results: 7 in favor, 0 against and 0 abstention.
9. Validity of the resolution
The validity period of relevant resolutions of this public offering is 24 months from the date when the proposal is adopted by the general meeting of shareholders.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
The public offering has yet to pass the examination of Shenzhen Stock Exchange and the registration of China Securities Regulatory Commission.
2、 The proposal on the purpose and feasibility study report of the company’s initial public offering of RMB common shares and listing on the gem was deliberated and adopted
According to the actual needs of the company’s development, the company plans to invest the funds raised from this public offering in the following projects after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total investment of the project uses the amount of funds raised this time
1 operation site digital media construction project 79539777953977
2. Marketing center construction project 882562882562
3. Construction project of operation headquarters and technology center 29771 Chengdu Tianjian Technology Co.Ltd(002977) 100
4. Supplementary working capital project 12 Ping An Bank Co.Ltd(000001) 200000
Total 13013639
If the funds raised in this offering cannot meet the investment needs of the project, the company will solve the gap through self financing. Before the funds raised in this offering are in place, if all or part of the above-mentioned projects invested by the raised funds must be invested in advance before the funds raised in this offering are in place due to business needs or market competition, the company plans to invest in advance with self raised funds. After the funds raised in this offering are in place, The company will replace the self raised funds that have been put into use before this issuance in accordance with the sequence of the above construction projects and the relevant provisions of the company on the use and management of raised funds. If the actual raised funds of this public offering exceed the needs of the above projects, the excess part will be used to supplement the company’s working capital or used in accordance with the relevant provisions of the regulatory authority.
The company hired professional institutions to prepare the feasibility study report of the above-mentioned investment projects with raised funds.
There were no affirmative votes and 7 abstentions.
The independent directors of the company have expressed their independent opinions on the proposal.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s initial public offering of RMB common shares and listing on the gem was deliberated and adopted
In order to efficiently and orderly complete the public offering and listing of the company, it is proposed to submit to the general meeting of shareholders to authorize the board of directors of the company to handle the following matters of the public offering and listing:
1. Within the scope of the issuance plan deliberated and approved by the general meeting of shareholders, formulate and implement the specific plan of this public offering according to the requirements of relevant competent authorities and the actual situation of the securities market, including but not limited to determining the issuance time, specific quantity, pricing method, issuance price, issuance start and end date Negotiate with the lead underwriter to determine specific matters such as over allotment and allotment proportion;
2. Within the scope of the resolution of the general meeting of shareholders, determine the specific matters related to the projects to be invested by the funds raised in this public offering, and adjust the specific arrangements of the projects to be invested by the funds raised, including but not limited to the adjustment of the importance ranking of the projects, the progress of project investment and the amount of project investment;
3. Prepare, modify, sign and report the application materials for this public offering, and appropriately revise and adjust the relevant application documents according to the requirements of the regulatory authorities;
4. In accordance with national laws and regulations and the requirements of relevant competent authorities, fully handle the relevant work of the company’s public offering, including but not limited to hiring and replacing underwriters, lawyers, accountants and other intermediaries, signing all necessary legal documents on behalf of the company, and signing major contracts in the operation of the investment projects raised by the public offering, And other agreements related to this public offering, and confirm and pay various fees related to this public offering;
5. Revise the articles of association of this public offering in accordance with the provisions of relevant laws and regulations and the requirements of regulatory authorities; According to the implementation results of this public offering and the requirements of relevant competent authorities, revise and improve the relevant provisions in the articles of association related to the total registered capital and share capital structure of the company after this public offering, stock registration and custody matters, and handle the revised articles of association with relevant examination and approval and registration authorities Registration and filing of the company’s registered capital and other related matters;
6. During the validity period of the resolution of the general meeting of shareholders, if the laws, regulations or policies related to the public offering change, i.e. modify the issuance plan according to the provisions of the new laws, regulations and policies, continue the matters related to the public offering, and be responsible for handling other specific matters related to the public offering;
7. Apply for other relevant matters in the process of this public offering in accordance with the provisions of the regulatory authorities;
8. The above authorization of the general meeting of shareholders of the company to the board of directors shall take effect from the date when the proposal is adopted by the general meeting of shareholders, and the validity period is 24 months.
There were no affirmative votes and 7 abstentions.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 Deliberated and passed the proposal on the distribution plan of accumulated profits before the company’s initial public offering and listing
In order to take into account the interests of new and old shareholders, the accumulated undistributed profits before the public offering shall be enjoyed by the new and old shareholders after the public offering according to the proportion of shares of the company held by them after the public offering.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on the proposal.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 Deliberated and passed the proposal on the plan for stabilizing the stock price within three years after the company’s initial public offering and listing
According to the opinions of China Securities Regulatory Commission on further promoting the reform of new share issuance system and other laws and regulations, the plan for stabilizing the stock price within three years after the company’s initial public offering and listing has been formulated.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on the proposal.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
6、 Deliberating the proposal on the planning of shareholders’ dividend return in three years after the listing of the company
In combination with the provisions on dividend distribution policy in the articles of association applicable to the company after this public offering, the company has formulated the plan for shareholders’ dividend return in the next three years after the listing of zhaoxun Media Advertising Co., Ltd.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on the proposal.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
7、 The proposal on issuing relevant commitments and putting forward corresponding restrictive measures for the initial public offering and listing of the company was deliberated and adopted
According to the opinions of China Securities Regulatory Commission on further promoting the reform of new share issuance system and other relevant provisions, the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers strictly fulfill the public commitments disclosed in the prospectus of the company for this offering and listing, As well as the binding measures and commitments in case of failure to fulfill the commitments not due to force majeure and other reasons.
There were no affirmative votes and 7 abstentions.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
8、 Deliberated and passed the proposal on the analysis of the diluted immediate return of the company’s initial public offering of shares and measures to fill the return
In accordance with the relevant provisions of laws, administrative regulations, rules and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the opinions of the CSRC on further promoting the reform of the new share issuance system, and the guiding opinions on matters related to the dilution of immediate return for initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31), In order to protect the interests of small and medium-sized investors, the board of directors of the company analyzed the impact of the public offering of shares on the dilution of immediate return, formulated relevant measures to fill the return and issued a commitment.
There were no affirmative votes and 7 abstentions.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
9、 Deliberated and passed the proposal on confirming the related party transactions of the company during the reporting period
After detailed verification of the nature and content of the related party transactions between the company and related parties from January 1, 2017 to March 31, 2020 and the main terms of the related party transaction agreement, the related party transactions actually occurred between January 1, 2017 and March 31, 2020 are necessary and reasonable for the normal business development and operation of the company, Related party transactions adopt the market pricing principle, and the pricing method is fair. There is no situation that damages the interests of the company and other shareholders, especially minority shareholders. The above connected transactions are hereby submitted to the board of directors of the company for deliberation and confirmation. Su zhuangqiang and pan Wenge, the directors of the company, are related or interested in the matters discussed in this proposal, so they avoid voting on this proposal.
Voting results: 5 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on the proposal.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
10、 The proposal on reviewing the company’s financial reports for 2017, 2018, 2019 and January March 2020 was reviewed and adopted
The company has prepared financial reports for 2017, 2018, 2019 and January March 2020. Voting results: 7 in favor, 0 against and 0 abstention.
11、 The proposal on reviewing the self-evaluation report on the effectiveness of the company’s internal control was deliberated and adopted
