Securities code: Ningbo Zhenyu Technology Co.Ltd(300953) securities abbreviation: Ningbo Zhenyu Technology Co.Ltd(300953) Announcement No.: 2022013 Ningbo Zhenyu Technology Co.Ltd(300953)
Announcement on the resolution of the fourth 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.
Ningbo Zhenyu Technology Co.Ltd(300953) (hereinafter referred to as “the company”) sent the meeting notice and meeting materials to all directors of the company by telephone and e-mail on March 17, 2022, and held the fourth meeting of the Fourth Board of directors in the conference room of the company by on-site and communication on March 22, 2022 to review the non-public offering and equity incentive. There are 9 directors who should attend the meeting and 9 directors who actually attend. The convening, convening and voting procedures of this meeting comply with the provisions of the company law of the people’s Republic of China and the Ningbo Zhenyu Technology Co.Ltd(300953) articles of association. Mr. Jiang Zhenlin, chairman of the board of directors, presided over the meeting and passed the proposal by registered vote as follows:
1、 Deliberated and passed the proposal on the company meeting the conditions for issuing shares to specific objects
According to the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Interim Measures for the administration of securities issuance of companies listed on the gem, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, the company, after serious self-examination, believes that the company meets the conditions for non-public offering of shares.
The independent directors of the company have issued prior approval opinions and independent opinions on matters related to the company’s non-public offering of shares.
Whereas Jiang Zhenlin, the subscription object of this non-public offering, is the related party of the company, Hong Ruidi and Jiang Ning are the related parties of Jiang Zhenlin. When considering the proposals related to the non-public offering of shares, the related directors Jiang Zhenlin, Hong Ruidi and Jiang Ning avoided voting.
Voting: 6 in favor, 0 against and 0 abstention. Related directors Jiang Zhenlin, Hong Ruidi and Jiang Ning avoided voting.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
2、 The proposal on the company’s plan to issue shares to specific objects was deliberated and adopted one by one
(I) type and par value of issued shares
The type of shares issued to specific objects this time is RMB ordinary shares listed in China, with a par value of RMB 1.00 per share.
Voting: 6 in favor, 0 against and 0 abstention. The proposal was adopted. Related directors Jiang Zhenlin, Hong Ruidi and Jiang Ning avoided voting.
(II) issuing method and time
This issuance will adopt the method of issuing shares to specific objects. After obtaining the examination and approval of Shenzhen Stock Exchange and the registration reply of China Securities Regulatory Commission, the company will choose an appropriate time to issue shares to specific objects within the specified validity period.
Voting: 6 in favor, 0 against and 0 abstention. The proposal was adopted. Related directors Jiang Zhenlin, Hong Ruidi and Jiang Ning avoided voting.
(III) issuing object and subscription method
The object of this issuance is Jiang Zhenlin, the actual controller of the company, and Ningbo Zhenyu new energy Co., Ltd., which is controlled by the company. All the shares issued this time are subscribed in cash.
Voting: 6 in favor, 0 against and 0 abstention. The proposal was adopted. Related directors Jiang Zhenlin, Hong Ruidi and Jiang Ning avoided voting.
(IV) pricing base date, pricing method and issue price
The benchmark date of the fourth meeting of the board of directors is the 23rd day of 2023. The issue price is 82.63 yuan / share. If the company’s shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the issuance price of shares issued to specific objects will be adjusted accordingly.
Voting: 6 in favor, 0 against and 0 abstention. The proposal was adopted. Related directors Jiang Zhenlin, Hong Ruidi and Jiang Ning avoided voting.
(V) issued quantity
The number of shares issued this time is determined by dividing the total amount of raised funds by the issue price, which is no more than 9681715 shares (including this number), and no more than 30% of the total share capital of the company before this issue, that is, 27924000 shares. The final issuance quantity shall be determined by the board of directors through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders, relevant provisions of the CSRC and the actual subscription. If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital before issuing shares to specific objects, the number of shares issued this time will be adjusted accordingly. Voting: 6 in favor, 0 against and 0 abstention. The proposal was adopted. Related directors Jiang Zhenlin, Hong Ruidi and Jiang Ning avoided voting.
(VI) sales restriction period
The shares subscribed by the object of this issuance shall not be transferred within 18 months from the date of completion of the issuance, and the shares derived from the shares issued this time due to the company’s share offering and the conversion of capital reserve into share capital shall also comply with the above share locking arrangements. After the expiration of the sales restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Voting: 6 in favor, 0 against and 0 abstention. The proposal was adopted. Related directors Jiang Zhenlin, Hong Ruidi and Jiang Ning avoided voting.
(VII) place of listing
The shares issued to specific objects this time will apply for listing and trading in Shenzhen Stock Exchange.
Voting: 6 in favor, 0 against and 0 abstention. The proposal was adopted. Related directors Jiang Zhenlin, Hong Ruidi and Jiang Ning avoided voting.
(VIII) total amount and purpose of raised funds
It is estimated that the funds raised from the issuance of shares to specific objects will not exceed RMB 80 million. The funds raised after deducting the issuance expenses will be used to supplement working capital and repay bank loans.
Voting: 6 in favor, 0 against and 0 abstention. The proposal was adopted. Related directors Jiang Zhenlin, Hong Ruidi and Jiang Ning avoided voting.
(IX) arrangements for the company to accumulate undistributed profits before issuing shares to specific objects this time
The accumulated undistributed profits before the issuance will be shared by the new and old shareholders of the company according to the proportion of shares after the issuance.
Voting: 6 in favor, 0 against and 0 abstention. The proposal was adopted. Related directors Jiang Zhenlin, Hong Ruidi and Jiang Ning avoided voting.
(x) term of validity of the resolution on the issuance of shares to specific objects
The validity period of this issuance resolution is 12 months from the date of deliberation and adoption by the general meeting of shareholders.
Voting: 6 in favor, 0 against and 0 abstention. The proposal was adopted. Related directors Jiang Zhenlin, Hong Ruidi and Jiang Ning avoided voting.
All independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
The company’s plan to issue shares to specific objects this time can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval, reviewed and approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission, and the approved plan shall prevail.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3、 Deliberated and passed the proposal on the company’s stock issuance plan to specific objects
In accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws, regulations and normative documents, and in combination with the specific situation of the company, the company has prepared the plan for Ningbo Zhenyu Technology Co.Ltd(300953) to issue shares to specific objects.
All independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
Voting: 6 in favor, 0 against and 0 abstention. The proposal was adopted. Related directors Jiang Zhenlin, Hong Ruidi and Jiang Ning avoided voting.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
See http://www.cninfo.com.cn for details of the plan of Ningbo Zhenyu Technology Co.Ltd(300953) issuing shares to specific objects（ http://www.cn.info.com.cn. ）。
4、 Deliberated and approved the demonstration and analysis report on the scheme of issuing shares to specific objects in 2022
In order to ensure the rational, safe and efficient use of the funds raised by the issuance of shares to specific objects, according to the provisions of relevant laws, regulations, departmental rules and normative documents such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) of the CSRC, the guidelines for self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, and in combination with the actual situation of the company, Prepared the demonstration and analysis report on the scheme of issuing shares to specific objects in Ningbo Zhenyu Technology Co.Ltd(300953) 2022.
All independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
Voting: 6 in favor, 0 against and 0 abstention. The proposal was adopted. Related directors Jiang Zhenlin, Hong Ruidi and Jiang Ning avoided voting.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
See http://www.cninfo.com.cn for details of Ningbo Zhenyu Technology Co.Ltd(300953) 2022 annual demonstration and analysis report on stock issuance scheme to specific objects（ http://www.cn.info.com.cn. ）。
5、 The feasibility analysis report on the use of funds raised by issuing shares to specific objects in 2022 was reviewed and adopted
In order to ensure the rational, safe and efficient use of the funds raised by the issuance of shares to specific objects, according to the provisions of relevant laws, regulations, departmental rules and normative documents such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) of the CSRC, the guidelines for self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, and in combination with the actual situation of the company, Prepared the feasibility analysis report on the use of funds raised by issuing shares to specific objects in Ningbo Zhenyu Technology Co.Ltd(300953) 2022.
All independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
Voting: 6 in favor, 0 against and 0 abstention. The proposal was adopted. Related directors Jiang Zhenlin, Hong Ruidi and Jiang Ning avoided voting.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
See the feasibility analysis report on the use of funds raised by issuing shares to specific objects in Ningbo Zhenyu Technology Co.Ltd(300953) 2022 for details（ http://www.cn.info.com.cn. ）。
6、 The proposal on the impact analysis and filling measures of diluting the immediate return of the company’s issuance of shares to specific objects and the commitments of relevant subjects was deliberated and adopted
According to the requirements of several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17), the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), In order to protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, the company analyzed the impact of this issuance on the dilution of immediate return and put forward specific measures to fill the return. The directors, senior managers, actual controllers and controlling shareholders of the company made a commitment to take filling measures for the dilution of immediate return of shares issued to specific objects.
All independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
Voting: 6 in favor, 0 against and 0 abstention. The proposal was adopted. Related directors Jiang Zhenlin, Hong Ruidi and Jiang Ning avoided voting.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
See http://www.cninfo.com.cn for the announcement on the impact analysis and filling measures of diluting the immediate return of shares issued to specific objects and the commitments of relevant subjects（ http://www.cn.info.com.cn. ）。
7、 The proposal on the issuance of shares to specific objects and the signing of a conditional share subscription agreement with specific objects was deliberated and adopted
According to the plan of issuing shares to specific objects, the objects of issuing shares to specific objects are the controlling shareholder Jiang Zhenlin and Ningbo Zhenyu new energy Co., Ltd. In order to ensure the smooth implementation of the issuance of shares to specific objects, the company plans to sign the share subscription agreement on the conditional effectiveness of Ningbo Zhenyu Technology Co.Ltd(300953) issuance of shares to specific objects with Jiang Zhenlin and Ningbo Zhenyu new energy Co., Ltd.
All independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
Voting: 6 in favor, 0 against and 0 abstention. The proposal was adopted. Related directors Jiang Zhenlin, Hong Ruidi and Jiang Ning avoided voting.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
See http://www.cninfo.com for details of the announcement on signing a conditional share subscription agreement for the issuance of shares to specific objects（ http://www.cn.info.com.cn. ）。
8、 The proposal on related party transactions involved in the company’s issuance of shares to specific objects was deliberated and adopted
Jiang Zhenlin and Ningbo Zhenyu new energy Co., Ltd., the issuing objects of the company’s shares issued to specific objects this time, are related parties of the company, and their participation in subscribing for the shares issued to specific objects this time constitutes a related party transaction with the company. All independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
Voting: 6 in favor, 0 against and 0 abstention. The proposal was adopted. Related directors Jiang Zhenlin, Hong Ruidi and Jiang Ning avoided voting.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
See http://www.cninfo.com.cn for details of the announcement on related party transactions involved in this issuance of shares to specific objects（ http://www.cn.info.com.cn. ）。
9、 The proposal on formulating the company’s shareholder return plan for the next three years (20222024) was deliberated and passed. According to the relevant provisions of the notice on further implementing the matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (zjf announcement [2013] No. 43) issued by the CSRC, it is a scientific, sustainable and Stable dividend policy and positive return to investors
