Securities code: Chongqing Zaisheng Technology Co.Ltd(603601) securities abbreviation: Chongqing Zaisheng Technology Co.Ltd(603601) Announcement No.: pro 2022004 Chongqing Zaisheng Technology Co.Ltd(603601)
Announcement of resolutions of the 16th meeting of the 4th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important contents:
All proposals of the board of directors were adopted by all the directors with voting rights
1、 Convening of the board of directors:
Chongqing Zaisheng Technology Co.Ltd(603601) (hereinafter referred to as “the company”) the notice of the 16th meeting of the 4th board of directors was sent by fax, telephone, email or personal delivery on February 25, 2022, and the meeting was held on site on March 9, 2022. There are 9 directors who should attend the meeting, and 9 actually attended the meeting. The meeting was presided over by the chairman, Mr. Guo Mao. The convening, convening, voting procedures and deliberations of the meeting were 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 and the Chongqing Zaisheng Technology Co.Ltd(603601) articles of association. The meeting was legal and effective.
2、 Deliberations at the board meeting:
1. The general manager’s work report for 2021 was reviewed and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
2. The work report of the board of directors in 2021 was reviewed and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. The report on the work of independent directors in 2021 was reviewed and adopted
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。 Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. The performance report of the audit committee of the board of directors in 2021 was reviewed and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
5. The proposal on confirming the full text and summary of the company’s 2021 annual report was deliberated and adopted
See the website of Shanghai Stock Exchange on March 10, 2022 for the full text and summary of the company’s 2021 annual report com. cn.。
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. The proposal on confirming the company’s 2021 social responsibility report was deliberated and adopted
The company’s 2021 social responsibility report is detailed on the website of Shanghai Stock Exchange on March 10, 2022
www.see. com. cn.。
Voting results: 9 in favor, 0 against and 0 abstention.
7. The financial final accounts of 2021 and the financial budget report of 2022 were reviewed and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. The proposal on the company’s profit distribution and conversion of capital reserve into share capital in 2021 was reviewed and approved. For details, see the website of Shanghai Stock Exchange on March 10, 2022 at www.sse.com com. cn.。
The independent directors expressed their prior approval opinions and independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. The proposal on the estimation of connected transactions in 2021 and daily connected transactions in 2022 was considered and adopted
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。
The independent directors expressed their prior approval opinions and independent opinions.
Voting results: 6 in favor, 0 against and 0 abstention. Related directors Mr. Guo Mao, Ms. Guo Sihan and Mr. Tao Wei avoided voting.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. The proposal on confirming the special report on the deposit and actual use of the company’s raised funds in 2021 was reviewed and adopted
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。
Independent directors expressed independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. The proposal on the internal control evaluation report of the company in 2021 was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。 Independent directors expressed independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
12. The proposal on confirming the remuneration of directors, supervisors and senior managers of the company in 2021 was deliberated and adopted
Independent directors expressed independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13. The proposal on the application of the bank and its subsidiaries for comprehensive credit was reviewed and approved
In order to meet the needs of the production and operation activities of the company and its wholly-owned subsidiaries, optimize the capital structure and reduce the financing cost, the company and its subsidiaries plan to apply for a bank credit line with a total amount of no more than 1750 million yuan from various banking institutions in 2022 (the final amount shall be subject to the actual amount of credit approved by various banks). The credit line is mainly used to handle the financing business including working capital loan (credit), providing pledge guarantee with its own financial assets, and the pledged financial assets include but are not limited to margin, certificate of deposit, bank acceptance bill (including bill pool), letter of credit, etc, The pledge amount of a single financing business shall be subject to the business application submitted by the company and its subsidiaries to each banking institution or the final agreement signed with the banking institution.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14. The proposal on providing joint and several liability guarantee for wholly-owned subsidiaries applying for bank comprehensive credit line was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。 Independent directors expressed independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
15. The proposal on renewing the appointment of accounting firms was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。
The independent directors expressed their prior approval opinions and independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
16. The proposal on the report on the use of the previously raised funds was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。
Independent directors expressed independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
17. The proposal on canceling the first grant of some stock options under the 2019 stock option incentive plan was reviewed and approved
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。
Independent directors expressed independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
18. The proposal on the achievement of exercise conditions in the third exercise period of the first grant of stock options under the 2019 stock option incentive plan was reviewed and approved
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。
Independent directors expressed independent opinions.
Voting results: 5 votes in favor, 0 against and 0 abstention. The directors, Mr. Liu Xiaotong, Ms. Liu Xiuqin, Mr. Tao Wei and Mr. Yi Wei, are affiliated directors, avoiding voting.
19. The proposal on cancelling part of stock options reserved for grant in 2019 stock option incentive plan was reviewed and approved
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。
Independent directors expressed independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
20. The proposal on the achievement of exercise conditions for the second exercise period of stock options reserved and granted in the 2019 stock option incentive plan was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。
Independent directors expressed independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
21. The proposal on the company’s compliance with the conditions for public issuance of A-share convertible corporate bonds was deliberated and adopted. In accordance with the provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies and the measures for the administration of securities issuance and underwriting and other relevant laws, regulations and normative documents of the CSRC, After careful self-examination and demonstration of the actual situation and relevant matters of the company, the board of Directors believes that all conditions of the company meet the relevant provisions on public issuance of A-share convertible corporate bonds in current laws, regulations and normative documents, and have the qualifications and conditions for public issuance of A-share convertible corporate bonds.
Independent directors expressed independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal falls within the scope of relevant matters authorized by the board of directors at the first extraordinary general meeting of shareholders in 2021, and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
22. The proposal on the company’s plan for public issuance of A-share convertible corporate bonds in 2022 (Revised Draft) was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。
Independent directors expressed independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
Relevant matters within the scope of the first extraordinary general meeting of shareholders in 2021 need not be submitted to the board of directors.
23. The proposal on the impact of the public issuance of A-share convertible corporate bonds in 2022 on the company’s main financial indicators and the filling measures taken by the company (Revised Draft) was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。
Independent directors expressed independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal falls within the scope of relevant matters authorized by the board of directors at the first extraordinary general meeting of shareholders in 2021, and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
24. The proposal on extending the validity period of the resolution of the general meeting of shareholders on the public offering of A-share convertible corporate bonds and the validity period of authorization was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。
Independent directors expressed independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
25. The proposal on closing some projects invested with raised funds and permanently replenishing the remaining funds with working capital was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。 Independent directors expressed independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
26. The proposal on changing the registered capital of the company and amending the articles of association was deliberated and adopted. For details, see the website of Shanghai Stock Exchange on March 10, 2022 at www.sse com. cn.。 Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
27. The proposal on Amending Some Provisions of the company’s relevant systems was deliberated and adopted
1. On Amending the rules of procedure of the general meeting of shareholders of the company;
2. On Amending the rules of procedure of the board of directors of the company;
3. On Revising the working system of independent directors of the company;
4. On Revising the decision-making management system of related party transactions of the company;
