Securities code: Jahen Household Products Co.Ltd(300955) securities abbreviation: Jahen Household Products Co.Ltd(300955) Announcement No.: 2022009
Jahen Household Products Co.Ltd(300955)
Announcement of resolutions of the second meeting of the second 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
Jahen Household Products Co.Ltd(300955) (hereinafter referred to as “the company”) the second meeting of the second board of directors was held in the company’s conference room on April 6, 2022 by combining on-site and communication. The meeting notice and materials were sent to all directors, supervisors and senior managers by e-mail, telephone and wechat on April 1, 2022. The meeting was presided over by Mr. Zeng Bensheng, chairman of the company. There were 7 directors, including Mr. Zeng huanbin and Mr. Xu Yong, and independent directors Ms. Wu Jinfeng, Mr. Nie Xuemin and Mr. Li Lei attended by communication. 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, the articles of association and other laws and regulations.
2、 Deliberations of the board meeting
1. The proposal on by election of independent directors of the company was deliberated and adopted
Since Mr. Nie Xuemin has proposed to resign from the position of independent director of the second board of directors of the company and resigned from the relevant positions of the special committee of the board of directors of the company accordingly, in order to carry out the work of the second board of directors of the company smoothly, the directors attending the meeting agreed to nominate Mr. Wang Qingmu as the candidate for independent director of the company and submit it to the first extraordinary general meeting of shareholders in 2022 for deliberation, The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the term of office of the second board of directors of the company. The board of directors agrees that Mr. Wang Qingmu shall be elected as a member of the audit committee of the second session of the board of directors and the convener and member of the nomination committee of the second session of the board of directors from the date of approval by the general meeting of shareholders to the date of expiration of the second session of the board of directors.
The qualification and independence of independent director candidates shall be examined and approved by Shenzhen Stock Exchange before they can be submitted to the general meeting of shareholders for deliberation.
The independent directors of the company have expressed their independent opinions on this proposal. For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Disclosed independent opinions of independent directors on matters related to the second meeting of the second board of directors and announcement on by election of independent directors of the company (Announcement No.: 2022011). Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. The proposal on using part of the temporarily idle raised funds for cash management was deliberated and adopted. The board of directors of the company agreed that the company would use the temporarily idle raised funds of no more than 53 million yuan (including 53 million yuan) for cash management without affecting the normal progress of the investment projects of the raised funds, so as to purchase with high safety Financial products with good liquidity (including but not limited to large amount transferable certificates of deposit, structured deposits, agreed deposits, call deposits, time deposits, principal guaranteed financial management and treasury bond reverse repurchase varieties, etc.) shall be valid for 12 months from the date of deliberation and approval by the board of directors of the company. Within the above limit and validity period, the raised funds can be recycled and used on a rolling basis, and shall be returned to the special account for raised funds in time after the expiration of cash management. The board of directors of the company agrees to authorize the chairman or general manager of the company to exercise the investment decision-making power within the above capital limit and validity period, sign relevant contracts and documents, and organize the financial department of the company to implement them.
The independent directors of the company have expressed their independent opinions on this proposal, and the sponsor has issued their verification opinions. For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Announcement on cash management using some temporarily idle raised funds (Announcement No.: 2022012). Voting results: 7 in favor, 0 against and 0 abstention.
3. The proposal on the application for comprehensive credit extension and provision of guarantee line by the company and its wholly-owned subsidiaries in 2022 was reviewed and approved
After deliberation, the board of Directors believes that the application for comprehensive credit line and the provision of guarantee line by the company and its wholly-owned subsidiaries in 2022 will help to meet the capital needs of the company and its wholly-owned subsidiaries for production, operation and business development, as well as the sustainable and stable development of the company, which is in line with the overall development arrangement of the company and does not harm the interests of the company and other shareholders, especially small and medium-sized shareholders; The guaranteed objects Shanghai Jiaheng Daily Chemicals Co., Ltd. and Huzhou Jiaheng Industrial Co., Ltd. are wholly-owned subsidiaries of the company. They are in good financial condition and have sufficient debt repayment ability. The company has absolute control over them, and the financial risk is within the scope of effective control. There is no need to provide counter guarantee. The guarantee provided by the company will not damage the interests of the company and other shareholders. Therefore, the board of directors of the company agreed that in 2022, the company and its wholly-owned subsidiaries applied to banks and other financial institutions for a comprehensive credit line of no more than RMB 720 million, of which a guarantee line of no more than RMB 450 million was provided for the credit line of wholly-owned subsidiaries. The board of directors of the company requests the general meeting of shareholders to authorize the chairman or general manager of the company or his authorized representative to deal with relevant matters within the above credit and guarantee line, sign relevant business contracts and other relevant legal documents, and go through relevant procedures. The single financing within the above credit line and guarantee conditions will not be reported to the board of directors for deliberation and voting.
The independent directors of the company have expressed their independent opinions on this proposal. For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) The independent opinions of independent directors on matters related to the second meeting of the second board of directors and the announcement on the application for comprehensive credit and the provision of guarantee line by the company and its wholly-owned subsidiaries in 2022 (Announcement No.: 2022013).
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on formulating the registration and management system for insiders of inside information was deliberated and adopted
After deliberation, in accordance with 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 information disclosure of listed companies, the guidelines for the supervision of listed companies No. 5 – the registration and administration system for insiders of listed companies, the listing rules of Shenzhen Stock Exchange on the gem, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – the standardized operation of GEM listed companies and other laws In accordance with the relevant provisions of laws and regulations and the articles of association, and in combination with the actual situation of the company, the board of directors agreed to formulate the registration management system for insiders.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day The “insider information insider registration management system” disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
5. The proposal on formulating the management system of information disclosure suspension and exemption was deliberated and adopted
After deliberation, in accordance with the securities law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other laws, regulations, rules and regulations, as well as the relevant provisions of the articles of association and the management system of company information disclosure, and in combination with the actual situation of the company, The board of directors agreed to formulate the management system for information disclosure suspension and exemption. For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Information disclosure suspension and exemption management system.
Voting results: 7 in favor, 0 against and 0 abstention.
6. The proposal on formulating the accountability system for major errors in annual report information disclosure was deliberated and adopted. After deliberation, in accordance with the securities law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other laws and regulations The board of directors agreed to formulate the accountability system for major errors in annual report information disclosure in combination with the actual situation of the company.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Accountability system for major errors in annual report information disclosure.
Voting results: 7 in favor, 0 against and 0 abstention.
7. The proposal on formulating a system to prevent controlling shareholders and related parties from occupying the company’s funds was deliberated and adopted
After deliberation, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies (CSRC announcement [2022] No. 26), the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other laws In accordance with the relevant provisions of laws and regulations, rules and regulations and the articles of association, and in combination with the actual situation of the company, the board of directors agreed to formulate the system to prevent the controlling shareholders and related parties from occupying the company’s funds.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day The disclosed system for preventing controlling shareholders and related parties from occupying the company’s funds.
Voting results: 7 in favor, 0 against and 0 abstention.
8. The proposal on Revising the working rules of the general manager was deliberated and adopted
After deliberation, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, other relevant laws and regulations and the articles of association, and in combination with the actual situation of the company, the board of directors agreed to amend the working rules of the general manager.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Disclosure of the general manager’s working rules.
Voting results: 7 in favor, 0 against and 0 abstention.
9. The proposal on Revising the information disclosure management system was deliberated and adopted
After deliberation, the board of directors agreed to revise the information disclosure management system in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, other relevant laws and regulations and the articles of association, and in combination with the actual situation of the company.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Information disclosure management system.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
10. The proposal on Revising the investor relations management system was deliberated and adopted
After deliberation, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the relationship between listed companies and investors, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association, and in combination with the actual situation of the company, The board of directors agreed to revise the investor relations management system.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Disclosed investor relations management system.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
11. The proposal on Revising the internal reporting system of major information was considered and adopted
After deliberation, in accordance with 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 information disclosure of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association, and in combination with the actual situation of the company, The board of directors agreed to revise the internal reporting system of major information.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Internal reporting system for major information disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
12. The proposal on Revising the internal audit system was considered and adopted
After deliberation, in accordance with the relevant laws and regulations of the Audit Law of the people’s Republic of China, the provisions of the National Audit Office on internal audit, the governance standards of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock exchange No. 2 – standardized operation of GEM listed companies, as well as the articles of association, and in combination with the actual situation of the company, The board of directors agreed to revise the internal audit system.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Disclosed internal audit system.
Voting results: 7 in favor, 0 against and 0 abstention.
13. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The board of directors of the company decided to hold the first extraordinary general meeting of shareholders in 2022 in the company’s conference room on April 22, 2022 by combining on-site meeting and online voting.
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 in 2022 (Announcement No.: 2022014).
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the second meeting of the second board of directors of the company;
2. Independent opinions of the company’s independent directors on matters related to the second meeting of the second board of directors;
3. Verification opinions of Anxin Securities Co., Ltd. on the company’s use of some temporarily idle raised funds for cash management.
It is hereby announced.
Jahen Household Products Co.Ltd(300955)
