Securities code: Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) securities abbreviation: Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) Announcement No.: 2022033 Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Announcement on the resolution of the second 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.
1、 Meetings of the board of directors
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as “the company”) the second meeting of the Fourth Board of directors was held on site at 15:00 p.m. on March 11, 2022 in the company’s conference room. The notice of the meeting was sent to all directors in writing and communication on March 6, 2022. There were 9 directors who should attend the meeting, 9 directors who actually attended the meeting, and the company’s supervisors and senior managers attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Chen Jian, chairman of the board of directors. The convening and voting procedures of the meeting were in line with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
2、 Deliberations of the board meeting
1. The proposal on changing the registered capital and amending the articles of association was deliberated and adopted
Due to the exercise of equity incentive options and the conversion of convertible corporate bonds, the total share capital of the company increased from 127314305 shares to 137940362 shares. The board of directors agreed to change the registered capital of the company from 127314305 yuan to 137940362 yuan, and agreed to amend the provisions on registered capital and total number of shares in the articles of association.
The board of directors agreed to amend the relevant provisions of the articles of association in accordance with the company law of the people’s Republic of China, the guidelines for the articles of association of listed companies (revised in 2022), the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the actual situation of the company.
For the announcement on changing the registered capital and amending the articles of association, see the company’s announcement on cninfo.com on March 12, 2022（ http://www.cn.info.com.cn. ）Announcement disclosed on. The revised articles of association shall be subject to the contents finally approved by the industrial and commercial registration authority.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention. Proportion of consent votes in the valid of the board of directors
2. The proposal on Amending the registration and management system for insiders of inside information was deliberated and adopted
After deliberation, the board of directors unanimously agreed to the proposal on Amending the registration and management system for insiders.
The revised registration management system for insiders is detailed in the company’s website on March 12, 2022（ http://www.cn.info.com.cn. ）Announcement disclosed on.
Voting results: 9 in favor, 0 against and 0 abstention. The number of affirmative votes accounts for 100% of the valid votes of the board of directors, and it is passed by voting.
3. The proposal on Amending the investor relations management system was deliberated and adopted
After deliberation, the board of directors unanimously agreed to the proposal on Amending the investor relations management system.
The revised investor relations management system is detailed in the company’s website on March 12, 2022（ http://www.cn.info.com.cn. ）Announcement disclosed on.
Voting results: 9 in favor, 0 against and 0 abstention. The number of affirmative votes accounts for 100% of the valid votes of the board of directors, and it is passed by voting.
4. The proposal on formulating the management system for directors, supervisors and senior managers to hold and buy and sell shares of the company was deliberated and adopted
After deliberation, the board of directors unanimously agreed to the proposal on formulating the management system for directors, supervisors and senior managers to hold and buy and sell company shares.
The management system for the holding and trading of company shares by directors, supervisors and senior managers is detailed in the company’s website on March 12, 2022（ http://www.cn.info.com.cn. ）Announcement disclosed on. Voting results: 9 in favor, 0 against and 0 abstention. The number of affirmative votes accounts for 100% of the valid votes of the board of directors, and it is passed by voting.
5. Deliberated and adopted the proposal on Amending the rules of procedure of the board of directors
After deliberation, the board of directors unanimously agreed to the proposal on Amending the rules of procedure of the board of directors.
The revised rules of procedure of the board of directors are detailed in the company’s website on March 12, 2022（ http://www.cn.info.com.cn. ）Announcement disclosed on.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention. The number of affirmative votes accounts for 100% of the valid votes of the board of directors, and it is passed by voting.
6. The amendment of the rules of procedure of the general meeting of shareholders
After deliberation, the board of directors unanimously agreed to the proposal on Amending the rules of procedure of the general meeting of shareholders.
The revised rules of procedure of the general meeting of shareholders are detailed in the company’s website on March 12, 2022（ http://www.cn.info.com.cn. ）Announcement disclosed on.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention. The number of affirmative votes accounts for 100% of the valid votes of the board of directors, and it is passed by voting
7. The proposal on Revising the working system of independent directors was deliberated and adopted
After deliberation, the board of directors unanimously agreed to the proposal on Amending the working system of independent directors.
The revised working system of independent directors is detailed in the company’s website on March 12, 2022（ http://www.cn.info.com.cn. ）Announcement disclosed on.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention. The number of affirmative votes accounts for 100% of the valid votes of the board of directors, and it is passed by voting.
8. The proposal on Revising the external guarantee management system was deliberated and adopted
After deliberation, the board of directors unanimously agreed to the proposal on Amending the external guarantee management system.
The revised external guarantee management system is detailed in the company’s website on March 12, 2022（ http://www.cn.info.com.cn. ）Announcement disclosed on.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention. The number of affirmative votes accounts for 100% of the valid votes of the board of directors, and it is passed by voting.
9. The proposal on Amending the management system of raised funds was deliberated and adopted
After deliberation, the board of directors unanimously agreed to the proposal on Amending the raised funds management system.
The revised management system of raised funds is detailed in the company’s website on March 12, 2022（ http://www.cn.info.com.cn. ）Announcement disclosed on.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention. The number of affirmative votes accounts for 100% of the valid votes of the board of directors, and it is passed by voting.
10. Deliberated and passed the proposal on formulating the management system for external financial assistance
After deliberation, the board of directors unanimously agreed to the proposal on formulating the management system for external financial assistance. The management system for external financial assistance formulated by the company is detailed in cninfo.com on March 12, 2022（ http://www.cn.info.com.cn. ）Announcement disclosed on.
Voting results: 9 in favor, 0 against and 0 abstention. The number of affirmative votes accounts for 100% of the valid votes of the board of directors, and it is passed by voting.
11. The proposal on providing guarantee for holding subsidiaries was deliberated and adopted
Zhejiang Xiaolan Smart Technology Co., Ltd. (hereinafter referred to as “Xiaolan smart”), the holding subsidiary of the company, plans to apply for comprehensive bank credit business in Bank Of Beijing Co.Ltd(601169) Hangzhou Science and Technology City sub branch for a period of three years due to the needs of business development, and the company will provide joint and several liability guarantee of RMB 10 million for the above comprehensive credit business; It is proposed to apply for comprehensive bank credit business in Xixi science and technology branch of Zhejiang Hangzhou Yuhang Rural Commercial Bank Co., Ltd. for a period of two years, and the company will provide joint and several liability guarantee of RMB 10 million for the above comprehensive credit business. Other shareholders of Xiaolan wisdom Hangzhou lanmi business consulting partnership (limited partnership), Hangzhou Sipu Chenxi enterprise management consulting partnership (limited partnership) and Hangzhou jiuqianshe enterprise management partnership (limited partnership) have provided irrevocable joint and several liability guarantee for the above financing matters according to their shareholding ratio in Xiaolan wisdom; Hangzhou Xiongwei Technology Development Co., Ltd. will perform its internal review procedures on the matter. After the internal review is passed, it will provide an irrevocable maximum joint and several liability guarantee for the matter.
In response to the above matters, the independent directors of the company expressed their agreed independent opinions.
The announcement on providing guarantee for holding subsidiaries and the opinions of independent directors are detailed in the company’s website on March 12, 2022（ http://www.cn.info.com.cn. ）Announcement disclosed on.
Voting results: 9 in favor, 0 against and 0 abstention. The number of affirmative votes accounts for 100% of the valid votes of the board of directors, and it is passed by voting.
12. Deliberated and passed the proposal on selling equity of participating companies
Zhejiang Dongwang times Technology Co., Ltd. plans to acquire no more than 100% equity of Chongqing Huixian Youce Technology Co., Ltd. The company currently holds 4350000 shares of Chongqing Huixian, with a shareholding ratio of 7.25%. It plans to transfer them all this time.
For details of the announcement on the sale of equity of participating companies, see the company’s announcement on cninfo.com on March 12, 2022（ http://www.cn.info.com.cn. ）Announcement disclosed on.
Voting results: 9 in favor, 0 against and 0 abstention. The number of affirmative votes accounts for 100% of the valid votes of the board of directors, and it is passed by voting.
13. The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
After deliberation, the board of directors unanimously agreed that the company would hold the second extraordinary general meeting of shareholders in 2022 in the conference room on the 18th floor of building a of Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) building on March 28, 2022.
The specific contents of the notice on convening the second extraordinary general meeting of shareholders in 2022 are detailed in the company’s website on March 12, 2022（ http://www.cn.info.com.cn. ）Announcement disclosed on.
Voting results: 9 in favor, 0 against and 0 abstention. The number of affirmative votes accounts for 100% of the valid votes of the board of directors, and it is passed by voting.
It is hereby announced.
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) board of directors March 12, 2022
