Securities code: Beijing Zznode Technologies Co.Ltd(003007) securities abbreviation: Beijing Zznode Technologies Co.Ltd(003007) Announcement No.: 2022010
Beijing Zznode Technologies Co.Ltd(003007)
Announcement of resolutions of the 21st Meeting of the 4th 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
Beijing Zznode Technologies Co.Ltd(003007) (hereinafter referred to as “the company”) the 21st Meeting of the Fourth Board of directors was held at 9:30 a.m. on March 15, 2022 in the conference room on the 11th floor, block a, Rongke Wangjing center, Wangjing Dongyuan, Chaoyang District, Beijing by on-site combined communication. The notice of the meeting was sent by e-mail on March 12, 2022.
There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting, including directors Liu Genyu, Jin Jianlin, Peng Linming and Teng Songlin, and independent directors Tang Wenzhong, Li Xiaodong and Wang Jianxin attended the meeting by means of communication. The meeting was convened and presided over by Yuan Jun, chairman of the company, and some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening procedures of this meeting comply with the company law of the people’s Republic of China and other laws, regulations, normative documents and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
After careful deliberation by all directors, the following proposals were adopted:
(I) deliberated and passed the proposal on closing projects invested with raised funds and permanently replenishing the surplus raised funds with working capital.
It is agreed that the company will close the investment projects with the raised funds, and permanently supplement the working capital with the surplus raised funds (including financial management and interest income) of 369169 million yuan as of March 4, 2022 (the specific amount shall be subject to the bank interest settlement balance on the day the funds are transferred out).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
The independent directors of the company expressed clear consent to this; The sponsor Zhongde Securities Co., Ltd. expressed its opinions on this.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day The announcement on the closing of projects invested by raising funds and the permanent supplement of surplus raised funds to working capital (Announcement No.: 2022012) Opinions of the 21st independent board of directors on the verification of raised funds permanent balance the fourth meeting of the board of directors of Zhongde Securities Co., Ltd.
(II) deliberated and passed the proposal on the estimated amount of daily connected transactions in 2022.
The company estimates the amount of daily connected transactions in 2022, which is in line with the actual situation and business development needs of the company and does not harm the interests of the company and shareholders. The company agrees to the estimated amount of daily connected transactions.
Voting results: 7 in favor, 0 against and 0 abstention.
Affiliated directors yuan Jun and Jin Jianlin avoided voting.
The independent directors of the company have expressed their prior approval and clear consent; The sponsor Zhongde Securities Co., Ltd. expressed its opinions on this.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day The announcement on the estimated amount of daily connected transactions in 2022 (Announcement No.: 2022013) Prior approval opinions of independent directors on matters related to the 21st Meeting of the 4th board of directors, independent opinions of independent directors on matters related to the 21st Meeting of the 4th board of directors, and verification opinions of Zhongde Securities Co., Ltd. on the estimated amount of daily connected transactions in Beijing Zznode Technologies Co.Ltd(003007) 2022.
(III) deliberated and passed the proposal on changing directors of holding subsidiaries.
Voting results: 9 in favor, 0 against and 0 abstention.
(IV) deliberated and adopted the proposal on Amending the foreign investment management system.
According to the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, and according to the actual situation of the company, the foreign investment management system has been modified accordingly.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day The disclosed foreign investment management system.
(V) deliberated and adopted the proposal on Amending the working rules of the strategy committee of the board of directors.
According to the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, and according to the actual situation of the company, the working rules of the strategy committee of the board of directors have been revised accordingly. Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Disclosed the working rules of the strategy committee of the board of directors.
(VI) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted.
According to the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange and the articles of association, the board of directors agreed to hold the first extraordinary general meeting of shareholders in 2022 at 14:00 p.m. on Thursday, March 31, 2022 to consider relevant matters.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Notice on convening the first extraordinary general meeting of shareholders of the company in 2022 (Announcement No.: 2022014).
3、 Documents for future reference
1. Resolutions of the 21st Meeting of the 4th board of directors;
2. Prior approval opinions of independent directors on matters related to the 21st Meeting of the Fourth Board of directors;
3. Independent opinions of independent directors on matters related to the 21st Meeting of the Fourth Board of directors;
4. Verification opinions of Sino German Securities Co., Ltd. on the closing of Beijing Zznode Technologies Co.Ltd(003007) raised capital project and permanently replenishing the surplus raised capital into working capital;
5. Verification opinions of Sino German Securities Co., Ltd. on the estimated amount of daily connected transactions in Beijing Zznode Technologies Co.Ltd(003007) 2022.
It is hereby announced.
Beijing Zznode Technologies Co.Ltd(003007) board of directors March 16, 2022
