Securities code: Zjamp Group Co.Ltd(002758) securities abbreviation: Zjamp Group Co.Ltd(002758) Announcement No.: 2022017
Bond Code: 128040 bond abbreviation: Huatong convertible bond
Announcement on the resolutions of the 17th meeting of the 4th 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.
Zjamp Group Co.Ltd(002758) (hereinafter referred to as "the company") the 17th meeting of the 4th board of supervisors was notified by on-site delivery and telephone on February 21, 2022, and held by on-site voting in the conference room on the 8th floor, building 3, Zhejiang agricultural science and Innovation Park, No. 768, Jianghong Road, Binjiang District, Hangzhou on February 28, 2022. The meeting was presided over by Mr. Chen Zhihao, chairman of the board of supervisors of the company. There were 3 supervisors and 3 actual supervisors. The Secretary of the board of directors attended the meeting as nonvoting delegates. The convening, convening and voting procedures of the meeting comply with the company law of the people's Republic of China, the articles of association and other relevant provisions.
1、 Deliberation at the meeting of the board of supervisors
After careful deliberation by the supervisors attending the meeting, the following resolutions are formed:
1. The proposal on the company's external guarantee limit and approval authority in 2022 was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
After review, the board of supervisors believes that the external guarantee limit and approval authority in 2022 fully consider the capital arrangement and actual demand of subordinate enterprises in 2022, which is conducive to making full use of and flexibly allocating the company's resources and solving the capital needs of holding subsidiaries, which is in line with the interests of the company and all shareholders and does not harm the company and all shareholders, Especially the interests of minority shareholders. The deliberation and decision-making procedures of this guarantee are legal and in line with the company law, the articles of association and other relevant provisions. Agree to submit the matter to the general meeting of shareholders of the company for deliberation.
For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) published on the same day on the designated information disclosure media of the company Announcement on the company's external guarantee limit and approval authority in 2022 (Announcement No.: 2022018). The independent directors of the company expressed their independent opinions on the proposal. For details, see http://www.cn.info.com.cn.
This proposal must be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. The proposal on the company's bill pool business in 2022 was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
After review, the board of supervisors believes that the company's bill pool business can comprehensively manage the company's notes receivable and notes payable to be issued, improve the use efficiency of the company's current assets, reduce capital occupation and optimize the financial structure, which is in line with the interests of the company and all shareholders, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The deliberation and decision-making procedures of this matter are legal and comply with the company law, the articles of association and other relevant provisions. It is agreed to submit the matter to the general meeting of shareholders of the company for deliberation.
For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) published on the same day on the designated information disclosure media of the company Announcement on the company's bill pool business in 2022 (Announcement No.: 2022019). The independent directors of the company expressed their independent opinions on the proposal. For details, see http://www.cn.info.com.cn. This proposal must be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. The proposal on the company's hedging business in 2022 was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
Upon review, the board of supervisors held that the relevant approval procedures for the company to carry out foreign exchange hedging and commodity futures hedging business comply with relevant national laws, regulations and the relevant provisions of the articles of association. The company has formulated foreign exchange hedging business management system and commodity futures hedging business management system to implement risk prevention measures by strengthening internal control. The company's hedging business can effectively prevent and resolve the business risks caused by exchange rate fluctuations and commodity price fluctuations, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The feasibility analysis report issued by the company's management on hedging transactions meets the provisions of laws and regulations and the needs of the company's business development, and is feasible. To sum up, we agree with the company to carry out foreign exchange and commodity futures hedging business.
For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) published on the same day on the designated information disclosure media of the company Announcement on the company's hedging business in 2022 (Announcement No.: 2022020). The independent directors of the company expressed their independent opinions on the proposal. For details, see http://www.cn.info.com.cn.
4. The proposal on the prediction of the company's daily connected transactions in 2022 was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
After review, the board of supervisors believes that the related party transactions of the company and its subordinate holding enterprises are necessary for the daily operation of the company, the pricing of related party transactions is in line with the market transaction principle, the pricing is fair, and there is no situation that damages the interests of the company and all shareholders of the company, especially small and medium-sized shareholders. The above-mentioned connected transactions will not affect the company's sustainable operation ability, the company's future financial status and operating results, the company's independence, and comply with the provisions of relevant laws, regulations and the articles of association. Agree to submit the matter to the general meeting of shareholders of the company for deliberation.
For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) published on the same day on the designated information disclosure media of the company Announcement on the prediction of the company's daily connected transactions in 2022 (Announcement No.: 202221). The independent directors of the company expressed their prior approval opinions and independent opinions on the proposal. For details, see http://www.cn.info.com.cn.
This proposal must be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5. The proposal on the company's use of idle self owned funds for investment and financial management in 2022 was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
After review, the board of supervisors believes that the company's use of idle self owned funds for investment and financial management is conducive to improving the use efficiency of the company's self owned funds and increasing the income of the company's self owned funds, will not affect the company's normal production and operation activities, there is no situation that damages the interests of the company's shareholders, especially small and medium-sized shareholders, and the relevant procedures comply with the provisions of relevant laws and regulations, It is agreed that the company will use idle self owned funds of no more than RMB 2.65 billion (inclusive) for investment and wealth management in a timely manner. Agree to submit the matter to the general meeting of shareholders of the company for deliberation.
For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) published on the same day on the designated information disclosure media of the company Announcement on the company's use of idle self owned funds for investment and financial management in 2022 (Announcement No.: 2022022). The independent directors of the company expressed their independent opinions on the proposal. For details, see http://www.cn.info.com.cn.
This proposal must be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
6. The proposal on establishing a special account for raised funds and authorizing the signing of a tripartite supervision agreement for raised funds was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
After review, the board of supervisors believes that the establishment of a special account for raised funds and the signing of a tripartite supervision agreement for raised funds will help to standardize the management and use of raised funds and safeguard the legitimate rights and interests of investors. There is no damage to the interests of shareholders of the company, especially minority shareholders, and the relevant procedures comply with the provisions of relevant laws and regulations, It is agreed to authorize the company's management and relevant functional departments to open accounts and sign a tripartite supervision agreement on raised funds and other relevant matters with the sponsor and the deposit bank of raised funds.
For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) published on the same day on the designated information disclosure media of the company Announcement on establishing a special account for raised funds and authorizing the signing of a tripartite supervision agreement for raised funds (Announcement No.: 2022025).
2、 Documents for future reference
Resolution of the 17th meeting of the 4th board of supervisors of the company.
It is hereby announced.
Zjamp Group Co.Ltd(002758) board of supervisors March 1, 2022
