Securities code: 301193 securities abbreviation: Jialian technology Announcement No.: 2022-001 Ningbo Jialian Technology Co., Ltd
Announcement of resolutions of the first interim board meeting in 2022
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、 Convening of board meeting
The first extraordinary board meeting of the second board of directors of Ningbo Jialian Technology Co., Ltd. (hereinafter referred to as “the company”) in 2022 was held in the company’s conference room at 10 a.m. on January 5, 2022 by means of on-site and communication voting. The notice of the meeting was sent by e-mail on December 31, 2021. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting, including director Cai Liyong, independent director Sun fangshe, Mei Zhicheng and Yu satellite. The meeting was convened and presided over by Mr. Wang Xiong, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and the articles of association, and the meeting is legal and valid.
2、 Deliberations of the board meeting
The following resolutions were unanimously adopted:
(i) Deliberated and adopted the amendment on changing the company’s registered capital, company type, business scope and
<公司章程>
And handle the proposal of industrial and commercial change registration
In accordance with the provisions of the company law of the people’s Republic of China, the guidelines for the articles of association of listed companies and other laws and regulations, and in combination with the company’s initial public offering and listing on the gem of Shenzhen Stock Exchange and the needs of the company’s future operation and development, the company agrees to change its registered capital, company type Business scope and amendment of the articles of association and handling of industrial and commercial change registration.
Voting: 7 in favor, 0 abstention and 0 against.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）The disclosure of the amendment on the change of the company’s registered capital, company type, business scope and
<公司章程>
And handle the announcement of industrial and commercial change registration and the articles of association.
（2） The proposal on using some idle raised funds (including over raised funds) for cash management was deliberated and adopted
In order to improve the use efficiency of the company’s raised funds, it is agreed that the company will use idle raised funds (including over raised funds) of no more than RMB 550 million (including this amount) for cash management under the premise of ensuring that the construction and use of the investment projects invested by the raised funds and normal production and operation will not be affected, so as to purchase at an opportunity with high safety, good liquidity For investment and wealth management products with a term of no more than 12 months, the validity period of the quota is 12 months from the date of deliberation and approval by the general meeting of shareholders. The above quota can be recycled, and the management of the company is authorized to exercise investment decision-making power and sign relevant agreement documents within the validity period and within the quota range.
The independent directors of the company expressed their independent opinions on the matter. The recommendation institution has issued no objection verification opinions on this matter.
Voting: 7 in favor, 0 abstention and 0 against.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）Announcement on cash management using some idle raised funds (including over raised funds).
（3） The proposal on using some over raised funds to permanently supplement working capital was deliberated and adopted
On the premise of ensuring the capital demand for the construction of the investment projects with raised funds and the normal progress of the projects with raised funds, in order to meet the company’s working capital demand, improve the use efficiency of the raised funds and further improve the company’s profitability, it is agreed that the company will use part of the over raised funds of RMB 108.56 million to permanently supplement the working capital. The independent directors of the company expressed their independent opinions on the matter. The recommendation institution has issued no objection verification opinions on this matter.
Voting: 7 in favor, 0 abstention and 0 against.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）Announcement on permanent replenishment of working capital with part of over raised funds disclosed.
（4） Deliberated and passed the proposal on the proposed purchase of land use rights
It is agreed that the company shall purchase the land use right of plot No. zh13-02-02-2 in Zhenhai District with its own funds of no more than 112.83 million yuan for strategic development reserve, and the final amount shall be subject to the transaction price. The land use right is mainly used to expand the company’s production scale of biodegradable modified materials, household commodities and supporting facilities, so as to enhance the company’s market competitive advantage. Meanwhile, the board of directors is requested to authorize the management of the company to handle all matters related to the purchase of land use right.
Voting: 7 in favor, 0 abstention and 0 against.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）The announcement on the proposed purchase of land use right disclosed.
（5） The proposal on the appointment of deputy general manager of the company was deliberated and adopted
Upon the nomination of Mr. Wang Xiong, the general manager of the company, and the qualification review of the nomination committee of the board of directors of the company, it is agreed that the company employs Mr. Chen Lin as the deputy general manager. The term of office starts from the date of deliberation and approval by the board of directors to the expiration of the term of office of the current board of directors. The independent directors of the company expressed their independent opinions on the matter.
Voting: 7 in favor, 0 abstention and 0 against.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）Announcement on the appointment of deputy general manager of the company disclosed.
（6） The proposal on revising some internal management systems of the company was deliberated and adopted one by one
1. Deliberated and adopted the amendment of the company’s
<股东大会议事规则>
Proposal for
Voting: 7 in favor, 0 abstention and 0 against.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. Deliberated and adopted the amendment of the company’s
<董事会议事规则>
Proposal for
Voting: 7 in favor, 0 abstention and 0 against.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. Deliberated and adopted the amendment of the company’s
<独立董事工作制度>
Proposal for
Voting: 7 in favor, 0 abstention and 0 against.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4. Deliberated and adopted the amendment of the company’s
<对外投资管理制度>
Proposal for
Voting: 7 in favor, 0 abstention and 0 against.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5. Deliberated and adopted the amendment of the company’s
<募集资金管理制度>
Proposal for
Voting: 7 in favor, 0 abstention and 0 against.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
6. Deliberated and adopted the amendment of the company’s
<关联交易管理制度>
Proposal for
Voting: 7 in favor, 0 abstention and 0 against.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
7. Deliberated and adopted the amendment of the company’s
<对外担保管理制度>
Proposal for
Voting: 7 in favor, 0 abstention and 0 against.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
8. Deliberated and adopted the amendment of the company’s
<信息披露管理制度>
Proposal for
Voting: 7 in favor, 0 abstention and 0 against.
9. Deliberated and adopted the amendment of the company’s
<重大信息内部报告制度>
Proposal for
Voting: 7 in favor, 0 abstention and 0 against.
In accordance with the relevant provisions of the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem and the revised articles of association, the company has revised the relevant internal management system accordingly, For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com.. CN.) on the same day Relevant systems.
（7） The proposal on requesting the company to convene the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted. The board of directors proposed to convene the first extraordinary general meeting of shareholders in 2022 at 14:00 p.m. on Friday, January 21, 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com..cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022.
3、 Documents for future reference
1. Resolution of the first interim board meeting in 2022;
2. Independent opinions of independent directors on matters related to the first extraordinary board meeting of the company in 2022; Verification opinions on cash management of raised funds (including over raised funds);
4. China Merchants Securities Co.Ltd(600999) verification opinions on Ningbo Jialian Technology Co., Ltd. using some over raised funds to permanently supplement working capital.
It is hereby announced.
Board of directors of Ningbo Jialian Technology Co., Ltd. January 5, 2022
