Securities code: 301237 securities abbreviation: Heshun technology Announcement No.: 2022002
Hangzhou Heshun Technology Co., Ltd
Announcement of the resolution of the fifth meeting of the third 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
The fifth meeting of the third board of directors of Hangzhou Heshun Technology Co., Ltd. (hereinafter referred to as “the company” or “Heshun technology”) was held in the company’s conference room on March 31, 2022 by means of on-site combined communication. The notice of the meeting was delivered to all directors by instant messaging, email, telephone and other means on March 21, 2022. There are 9 directors who should vote at this meeting, and 9 directors actually participated in the voting (among them, director He Feng, independent directors Xu hanbiao, Lin Suyan and Bao Lina attended the meeting by means of communication voting). The meeting was presided over by Mr. Fan Heqiang, chairman of the board, and all supervisors and senior managers attended the meeting as nonvoting delegates. The number of voting participants and the convening and convening procedures of the meeting comply with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association, and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
After voting by the directors present, the meeting heard, considered and adopted the following voting matters:
1. The proposal on changing the registered capital and company type, amending the articles of association and handling the industrial and commercial change registration was deliberated and adopted
After deliberation, all directors unanimously agreed to change the company’s registered capital, company type and amend some contents of the articles of association in accordance with the issuance and listing of shares, the guidelines for the articles of association of listed companies and other laws, regulations and normative documents. At the same time, the management of the company is authorized to handle the registration of industrial and commercial changes and the filing of the articles of association and sign relevant documents. The validity period of the authorization is from the date of deliberation and approval by the general meeting of shareholders to the date of completion of the registration of industrial and commercial changes and the filing of the articles of association. The registration items of this industrial and commercial change shall be subject to the final approval result of the relevant market supervision and administration department.
For details, please refer to cninfo.com published by the company on the same day（ http://www.cn.info.com.cn. ）Announcement on changing registered capital, company type, amending the articles of association and handling industrial and commercial change registration (Announcement No.: 2022004); The articles of association were published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. The proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses was deliberated and adopted
In order to smoothly promote the investment projects with raised funds, the company invested 851284 million yuan in the projects with raised funds in advance with self raised funds, and paid 3.3962 million yuan of issuance expenses with self raised funds (excluding value-added tax). Now that the raised funds have been in place, it is agreed that the company will use the raised funds to replace the self raised funds of RMB 851284 million invested in the raised funds project in advance and RMB 3.3962 million paid issuance expenses (excluding value-added tax).
The independent directors of the company expressed their independent opinions on this matter, the company’s recommendation institution Dongxing Securities Corporation Limited(601198) issued its verification opinions on the use of raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses, and the audit institution Tianjian certified public accountants office (special general partnership) issued a special assurance report. For details, please refer to the company’s cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses (Announcement No.: 2022005).
Voting results: 9 in favor, 0 against and 0 abstention.
3. 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 funds, on the premise of not affecting the construction of the investment projects invested by the raised funds and the normal operation of the company, the company plans to use the idle raised funds (including over raised funds) with a total amount of no more than RMB 500 million to invest in investment products with high safety, good liquidity and guaranteed principal (including but not limited to cash management products whose issuer is a financial institution). The above amount of funds can be recycled and used within 12 months from the date of deliberation and approval by the general meeting of shareholders. The company authorizes the management to implement relevant matters.
The independent directors of the company expressed independent opinions on this proposal; The company’s recommendation institution Dongxing Securities Corporation Limited(601198) issued verification opinions. For details, please refer to the company’s cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement on using some idle raised funds (including over raised funds) for cash management (Announcement No.: 2022006)
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
After deliberation, all directors unanimously agreed to hold the first extraordinary general meeting of shareholders in 2022 at 14:30 on Monday, April 18, 2022 in the conference room on the fifth floor of office building, No. 69, Dingsheng Road, TONGHANG Industrial Park, Deqing County, Huzhou City.
For details, please refer to cninfo.com published by the company on the same day（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022007).
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 5th meeting of the 3rd board of directors
2. Resolution of the third meeting of the third board of supervisors
3. Independent opinions of independent directors on matters related to the fifth meeting of the third board of directors
4. Tianjian Certified Public Accountants (special general partnership) assurance report on the raised investment projects invested in advance by Hangzhou Heshun Technology Co., Ltd. with self raised funds (tianjianshen [2022] No. 835)
5. Dongxing Securities Corporation Limited(601198) “verification opinions on cash management of Hangzhou Heshun Technology Co., Ltd. using some idle raised funds (including over raised funds)”
6. Dongxing Securities Corporation Limited(601198) “verification opinions on the use of raised funds by Hangzhou Heshun Technology Co., Ltd. to replace self raised funds invested in raised projects in advance and paid issuance expenses”;
It is hereby announced.
Board of directors of Hangzhou Heshun Technology Co., Ltd. April 1, 2022
