Securities code: Ningbo Zhenyu Technology Co.Ltd(300953) securities abbreviation: Ningbo Zhenyu Technology Co.Ltd(300953) Announcement No.: 2022017 Ningbo Zhenyu Technology Co.Ltd(300953)
Announcement of the controlling shareholders, actual controllers, directors and senior managers on the commitment to take filling measures to dilute the immediate return by issuing shares to specific objects
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.
In accordance with the provisions of relevant laws and regulations, in order to protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, all directors, senior managers, controlling shareholders and actual controllers of the company make relevant commitments that the company’s filling return measures can be effectively implemented, as follows:
1、 The commitment of directors and senior managers of the company that the company’s compensation measures can be effectively implemented
The directors and senior managers of the company will faithfully and diligently perform their duties and safeguard the legitimate rights and interests of the company and all shareholders. According to the relevant provisions of securities regulatory authorities such as China Securities Regulatory Commission, the directors and senior managers of the company respectively make the following commitments that the company’s filling return measures can be effectively implemented:
“1. Promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, nor damage the interests of the company in other ways;
2. Promise to restrict my related job consumption behavior;
3. Promise not to use the company’s assets to engage in investment and consumption activities unrelated to my duties;
4. Promise that the salary system formulated by the board of directors or the salary and assessment committee will be linked to the implementation of the company’s filling and return measures;
5. If the company implements a new equity incentive plan in the future, it is promised that the exercise conditions of the equity incentive plan to be published will be linked to the implementation of the company’s compensation and return measures;
6. From the date of issuance of this commitment to the completion of the company’s issuance, if the securities regulatory authorities such as the CSRC make other new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet the provisions of the securities regulatory authorities such as the CSRC, I promise to issue supplementary commitments in accordance with the latest provisions of the securities regulatory authorities such as the CSRC at that time;
7. As one of the subjects responsible for filling the return measures, if I violate the above commitments or refuse to fulfill the above commitments, I accept the relevant punishment or regulatory measures imposed on me in accordance with the relevant provisions and rules formulated or issued by the securities regulatory authorities such as the CSRC and Shenzhen Stock Exchange. I promise to earnestly fulfill this commitment. If I violate these commitments and cause losses to the company or investors, I am willing to bear the liability for compensation to the company or investors according to law. “
2、 Commitments issued by the controlling shareholder and actual controller of the company
According to the relevant provisions of the securities regulatory authorities such as the China Securities Regulatory Commission, in order to ensure that the company’s measures to fill in the immediate return can be effectively implemented, the controlling shareholders and actual controllers of the company make the following commitments:
“1. Do not interfere with the operation and management activities of the company beyond its authority, and do not encroach on the interests of the company;
2. Earnestly implement the company’s measures for compensation and return and any commitments made by the company / myself on the measures for compensation and return. If the company / myself violates such commitments and causes losses to the company or investors, it is willing to bear the liability for compensation to the company or investors according to law;
3. From the issuance date of this commitment to the completion of this offering, if the securities regulatory authorities such as the CSRC make other new regulatory provisions on the filling return measures and their commitments, and the above commitments cannot meet the provisions of the securities regulatory authorities such as the CSRC, the company / I promise to issue supplementary commitments in accordance with the latest provisions of the securities regulatory authorities such as the CSRC at that time;
4. As one of the responsible subjects related to the filling return measures, if I violate the above commitments or refuse to fulfill the above commitments, the company will accept the relevant penalties or take relevant regulatory measures against the company in accordance with the relevant regulations and rules formulated or issued by the securities regulatory authorities such as the CSRC and Shenzhen stock exchange. The company promises to earnestly fulfill this commitment. If it violates these commitments and causes losses to the company or investors, the company is willing to bear the liability for compensation to the company or investors according to law. “
To sum up, after the issuance, the company will strengthen the management of raised funds, improve the use efficiency of raised funds, focus on core industries, improve business performance and profitability, improve the level of corporate governance, strengthen the internal management of the enterprise, improve the profit distribution system, and strengthen the dividend return mechanism of investors, so as to improve the company’s ability to return to investors and effectively reduce the risk that the immediate return may be diluted.
It is hereby announced.
Ningbo Zhenyu Technology Co.Ltd(300953) board of directors March 23, 2022
