Securities code: Zjamp Group Co.Ltd(002758) securities abbreviation: Zjamp Group Co.Ltd(002758) Announcement No.: 2022016
Bond Code: 128040 bond abbreviation: Huatong convertible bond
Announcement of resolutions of the 20th meeting of the Fourth 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.
Zjamp Group Co.Ltd(002758) (hereinafter referred to as “the company”) the 20th meeting of the Fourth Board of directors was sent out on February 21, 2022, and was held 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 the chairman, Mr. Bao Zhonghai. There were 8 directors who should attend the meeting, 8 directors who actually attended the meeting, and the company’s supervisors and senior managers 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 articles of association.
1、 Deliberations of the board meeting
After careful deliberation by the directors 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: 8 in favor, 0 against and 0 abstention.
In order to meet the needs of business development and improve asset operation efficiency, the company plans to provide external guarantees for enterprises within the scope of consolidated statements in 2022, with a total amount of no more than 10.86 billion yuan (including), of which the company guarantees Zhejiang jingyuetang Pharmaceutical Co., Ltd., a holding enterprise of Zhejiang Huatong Pharmaceutical Group Co., Ltd., a wholly-owned subsidiary, 20 million yuan (including); Zhejiang Agricultural Materials Group Co., Ltd., a wholly-owned subsidiary of the company, guarantees 10.84 billion yuan (including) to its subordinate holding enterprises, between holding enterprises and their internal guarantee. The validity period of the guarantee limit is from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022 to the date of convening the general meeting of shareholders to consider the matter in the next year.
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: 8 in favor, 0 against and 0 abstention.
In order to reduce the company’s management costs and improve the efficiency of capital use, the company and its holding subsidiaries carry out the bill pool business with a total shared amount of no more than RMB 1.1 billion (inclusive) with China’s commercial banks with good credit. The term of validity is from the date of approval of the second extraordinary general meeting of shareholders in 2022 to the date of holding the general meeting of shareholders to consider the matter in the next year. Within the validity period, the above bill pool quota can be used circularly. 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: 8 in favor, 0 against and 0 abstention.
In order to effectively avoid business risks caused by fluctuations in the foreign exchange market and operating commodity prices, the company and its holding subsidiaries plan to use their own funds to carry out foreign exchange hedging business in 2022, with a maximum transaction amount of US $231 million or equivalent currency, on the premise of ensuring the capital demand for daily operation, not affecting the development of the company’s main business and effectively controlling investment risks, The maximum margin of commodity futures hedging business is 100 million yuan. The above hedging business can be recycled within the limited amount, and the validity period is from the date of adoption of the resolution of the board of directors to the date of the meeting of the board of directors to consider the matter in the next year (no more than 12 months). The transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) does not exceed the expected amount.
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. Directors Bao Zhonghai, Lin Changbin, Xia Xiaofeng, Yao Yao, Qian mushui and related directors avoided voting.
According to the needs of daily production and operation, the company forecasts the daily related party transactions in 2022. In 2022, the company plans to conduct related party transactions with Zhejiang Taizhou Agricultural Materials Co., Ltd. and other related parties with a total amount of no more than 1978.6 million yuan.
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: 8 in favor, 0 against and 0 abstention.
In order to improve the utilization efficiency and income of idle self owned funds, the company plans to use idle self owned funds with a total amount of no more than 2.65 billion yuan (inclusive) to carry out investment and wealth management business in 2022 on the premise of ensuring the company’s daily operation, project investment and other capital needs and effectively controlling risks. The investment and wealth management quota starts from the date of deliberation and approval of the company’s second extraordinary general meeting in 2022 to the date of convening the general meeting of shareholders to consider the matter in the next year (no more than 12 months).
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 the company’s application for comprehensive credit line from the bank in 2022 was deliberated and adopted
Voting results: 8 in favor, 0 against and 0 abstention.
In order to meet the daily operation needs of the company, the company plans to apply to the cooperative bank for a comprehensive credit line up to and including 3 billion yuan in 2022. The credit period is from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022 to the date of convening the general meeting of shareholders to consider the matter in the next year.
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 application for comprehensive credit line from the bank in 2022 (Announcement No.: 2022023).
This proposal must be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
7. The proposal on nominating candidates for non independent directors of the Fourth Board of directors was deliberated and adopted
Voting results: 8 in favor, 0 against and 0 abstention.
Since Mr. Li Wenhua, the director of the company, submitted a written resignation report to the company due to work adjustment, the board of directors of the company nominated Mr. Cao Yongqi as a candidate for non independent director of the Fourth Board of directors of the company in accordance with the company law, the articles of association and other relevant provisions. The term of office starts from the date of adoption by the general meeting of shareholders to the expiration of the Fourth Board of directors. After Mr. Cao Yongqi was elected as a non independent director, the total number of directors concurrently serving as the company’s senior management and staff representatives in the Fourth Board of directors of the company did not exceed half of the total number of directors of the company.
See the attachment for the resume of Mr. Cao Yongqi. 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 by election of directors and members of special committees of the board of directors (Announcement No.: 2022024). 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.
8. The proposal on electing members of the company’s strategy committee was deliberated and adopted
Voting results: 8 in favor, 0 against and 0 abstention.
Mr. Li Wenhua resigned as a non independent director of the Fourth Board of directors and a member of the strategy committee of the Fourth Board of directors due to job adjustment. In view of the vacancy of members of the strategy committee, in order to improve corporate governance, in accordance with the relevant provisions of the company law and the articles of association, the board of directors of the company nominated Mr. Cao Yongqi as a candidate for non independent director of the Fourth Board of directors of the company. After Mr. Cao Yongqi was elected as a director by the general meeting of shareholders, the board of directors agreed to elect him as a member of the strategy committee of the Fourth Board of directors of the company, The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the term of office of the Fourth Board of directors of the company. After the adjustment, the members of the company’s strategy committee are Bao Zhonghai, Lin Changbin, Qian mushui, Cao Yongqi and LV Guiyuan, of which Bao Zhonghai is the chairman of the strategy committee. See the attachment for the resume of Mr. Cao Yongqi. 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 by election of directors and members of special committees of the board of directors (Announcement No.: 2022024). The independent directors of the company expressed their independent opinions on the proposal. For details, see http://www.cn.info.com.cn.
9. 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: 8 in favor, 0 against and 0 abstention.
In order to standardize the management and use of raised funds and safeguard the legitimate rights and interests of investors. Zhejiang Agricultural Materials Group Co., Ltd., a wholly-owned company of the company, plans to open a special fund-raising account in China Citic Bank Corporation Limited(601998) Hangzhou Xihu sub branch for the fund storage and use of the “digital system upgrading and construction project”. At the same time, the board of directors of the company authorizes the management and relevant functional departments of the company to open an account, 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).
10. The proposal on convening the second extraordinary general meeting of the company in 2022 was reviewed and adopted. The voting results: 8 votes in favor, 0 against and 0 abstention.
The company is scheduled to hold the second extraordinary general meeting of shareholders in 2022 on Wednesday, March 16, 2022. 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 Notice on the convening of the second extraordinary general meeting in 20262022.
2、 Documents for future reference: resolutions of the 20th meeting of the 4th board of directors of the company. It is hereby announced.
Zjamp Group Co.Ltd(002758) board of directors March 1, 2022
enclosure
