Securities code: 002157 securities abbreviation: Jiangxi Zhengbang Technology Co.Ltd(002157) Announcement No.: 2021-257 bond Code: 112612 bond abbreviation: 17 Zhengbang 01
Convertible bond Code: 128114 convertible bond abbreviation: Zhengbang convertible bond
Jiangxi Zhengbang Technology Co.Ltd(002157)
Announcement on resolutions of the 26th meeting of the 6th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
1. Jiangxi Zhengbang Technology Co.Ltd(002157) (hereinafter referred to as “the company”) notified all supervisors of the 26th meeting of the sixth board of supervisors by e-mail and personal delivery on December 17, 2021.
2. The meeting was held by on-site voting in the company’s conference room on December 27, 2021.
3. Three supervisors should be present at the meeting, three actually present, and all supervisors attended the meeting in person. Comply with the provisions of the company law of the people’s Republic of China and the requirements of the company’s articles of association.
4. The meeting was presided over by Mr. Huang Jianjun, chairman of the board of supervisors. Mr. Lin Feng, chairman and general manager, Mr. Wang Yonghong, chief financial officer and Ms. Zhu Jianxia, Secretary of the board of directors attended the meeting as nonvoting delegates.
5. The meeting of the board of supervisors was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
1. The meeting deliberated and adopted the proposal on the forecast of daily connected transactions in 2022 with 3 affirmative votes, 0 negative votes and 0 abstention votes;
The board of supervisors of the company reviewed the above-mentioned daily related party transactions and decision-making procedures in 2022 and held that the above-mentioned related party transactions of the company belong to normal commercial transactions, and the transactions follow the principles of objectivity, fairness and fairness. The transaction pricing principle is that if there is national pricing, the national pricing shall be implemented, and if there is no national pricing, the market price shall be implemented, and the pricing is fair and reasonable, It conforms to the fundamental interests of the company and does not damage the interests of the company and all non affiliated shareholders, especially minority shareholders. When the board of directors of the company considered this related party transaction, the related directors Mr. Lin Feng and Mr. Cheng fangui avoided voting, and the voting procedure was legal and effective, and in accordance with relevant laws, regulations and the articles of association. The board of supervisors of the company agrees to the above daily related party transactions.
This proposal needs to be submitted to the company’s first extraordinary general meeting in 2022 for deliberation.
The announcement on the forecast of daily connected transactions in 2022 was published in the securities times, Securities Daily, Shanghai Securities News and cninfo.com on December 28, 2021（ http://www.cn.info.com..cn. ）Announcement No. 2021-258 of the company.
2. The meeting deliberated and adopted the proposal on borrowing and related party transactions from controlling shareholders and persons acting in concert in 2022 with 3 affirmative votes, 0 negative votes and 0 abstention votes;
The company plans to apply to the controlling shareholder Zhengbang Group Co., Ltd. and Jiangxi Yonglian Holding Co., Ltd., the person acting in concert, for temporary loans totaling no more than 5 billion yuan (the interest rate is the bank loan interest rate of the same period), which is used to meet the needs of short-term and temporary replenishment of the company’s working capital and repayment of bank loans. The loan limit is valid for 12 months and can be recycled within the validity period. Zhengbang Group Co., Ltd. is the controlling shareholder of the company, and this transaction constitutes a related party transaction.
The board of supervisors believes that the loan complies with national laws and regulations, is conducive to alleviating the shortage of working capital of the company, can help the company repay the loan, revitalize the capital flow, is conducive to the long-term development of the company, and does not damage the interests of the company and all non affiliated shareholders, especially minority shareholders.
This proposal needs to be submitted to the company’s first extraordinary general meeting in 2022 for deliberation.
The announcement on borrowings and related party transactions from controlling shareholders and persons acting in concert in 2022 was published in the securities times, Securities Daily, Shanghai Securities News and cninfo.com on December 28, 2021（ http://www.cn.info.com..cn. ）Announcement No. 2021-260 of the company.
3. The meeting considered and adopted the proposal on repurchase and cancellation of some restricted shares in 2019 with 3 affirmative votes, 0 negative votes and 0 abstention.
After checking the repurchase and cancellation of restricted shares by the company, the board of supervisors held that because some incentive objects of the company’s restricted shares did not meet the incentive conditions due to the termination of the labor contract with the company or other reasons, the board of directors of the company decided to repurchase and cancel all the restricted shares granted but not lifted, In compliance with the company’s 2019 restricted stock incentive plan and relevant laws and regulations, the repurchase and cancellation of restricted shares is legal and effective.
The proposal needs to be submitted to the first extraordinary general meeting of shareholders in 2022 and considered by special resolution.
The announcement on repurchase and cancellation of some restricted shares in 2019 was published in securities times, Securities Daily, Shanghai Securities News and cninfo.com on December 28, 2021（ http://www.cn.info.com..cn. ）Announcement No. 2021-261 of the company.
3、 Documents for future reference:
1. Resolutions of the 26th meeting of the 6th board of supervisors signed by the attending supervisors and stamped with the seal of the board of supervisors; 2. Other documents required by SZSE.
It is hereby announced
Jiangxi Zhengbang Technology Co.Ltd(002157) board of supervisors
December 28, 2001
