Securities code: 301279 securities abbreviation: Jindao technology Announcement No.: 2022002
Zhejiang Jindao Technology Co., Ltd
Announcement of resolutions of the fourth 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, complete and free from falsehood
Records, misleading statements or material omissions.
1、 Meetings of the board of directors
The fourth meeting of the second board of directors of Zhejiang Jindao Technology Co., Ltd. (hereinafter referred to as “the company”) was held in the conference room of Zhejiang Jindao Technology Co., Ltd., No. 22, Zhongxing Avenue, Yuecheng District, Shaoxing City, Zhejiang Province on April 16, 2022. It was presided over by Mr. Jin Yanrong, chairman of the board, and conducted in the form of on-site meeting and communication voting. There are 7 directors who should vote in this board meeting, and 7 directors who actually vote. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The notice of this meeting was sent to all directors by email on April 4, 2022. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other laws and regulations and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
After careful deliberation, full discussion and prudent voting by the directors present, the following proposals were adopted at the meeting:
(I) deliberated and passed the proposal on changing the registered capital and company type of the company, amending the articles of association and handling the industrial and commercial change registration
After the company’s initial public offering and listing on the gem, the total share capital increased from 75 million shares to 100 million shares, the registered capital of the company changed from 75 million yuan to 100 million yuan, and the company type changed from “joint stock limited company (unlisted)” to “joint stock limited company (listed)”, Some contents of the articles of association are proposed to be revised in accordance with the guidelines for the articles of association of listed companies (revised in 2022), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other rules and regulations. 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 change and filing of the above industrial and commercial matters shall be subject to the final approval of the market supervision and administration department.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on changing the company’s registered capital, company type, amending the articles of association and handling industrial and commercial change registration (Announcement No.: 2022004).
(II) deliberated and passed the proposal on amending some company systems
After the company’s initial public offering and listing on the gem, in order to further improve the standardized operation level and improve the corporate governance structure, in accordance with the guidelines for the articles of association of listed companies (revised in 2022), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and other rules and regulations, the company has decided to revise some of its systems. The specific systems are as follows: rules of procedure of the general meeting of shareholders Rules of procedure of the board of directors, working system of independent directors, decision-making system for external guarantee, decision-making system for related party transactions and management system for the use of raised funds.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on revising some company systems (Announcement No.: 2022005).
(III) deliberated and passed the proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses
After deliberation, the board of directors held that the company’s use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses does not affect the normal implementation of the raised investment projects, meets the needs of the company’s operation and development, is conducive to improving the use efficiency of funds, does not change the investment direction of the raised funds in a disguised manner, does not damage the interests of the company and shareholders, especially small and medium-sized shareholders, and is in line with the law According to the relevant provisions of the laws and regulations, it is agreed that the company will use the raised funds to replace the self raised funds of 2408868 million yuan invested in the raised investment projects in advance and the self raised funds of 1.1888 million yuan (excluding tax) paid for the issuance expenses, totaling 2420156 million yuan. The replacement time of the raised funds is less than 6 months from the arrival date of the raised funds, which meets the requirements of relevant laws and regulations.
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. ）Announcement on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses (Announcement No.: 2022006).
(IV) deliberated and passed the proposal on using some over raised funds to permanently supplement working capital
After deliberation, the board of directors held that the company’s use of part of the over raised funds to permanently supplement the working capital would not conflict with the implementation plan of the project invested by the raised funds, would not affect the normal progress of the project invested by the raised funds, and would not change the investment direction of the raised funds in a disguised manner or damage the interests of shareholders. The board of directors agreed that the company would use the over raised capital of 76 million yuan to permanently supplement the working capital.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the first extraordinary general meeting of the company in 2022 for deliberation.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on permanent replenishment of working capital with some over raised funds (Announcement No.: 2022008).
(V) deliberated and passed the proposal on using some idle raised funds for cash management
After deliberation, the board of Directors believes that the company’s use of some idle raised funds for cash management will not affect the normal development of the company’s main business, conflict with the implementation plan of the raised funds investment project, affect the normal progress of the raised funds investment project, or change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders. The board of directors agrees that the company plans to use no more than RMB 380 million of idle raised funds (including over raised funds) for cash management on the premise of ensuring that the construction of investment projects with raised funds and the normal production and operation of the company will not be affected. The service life is effective within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above quota and period, the funds can be recycled and used on a rolling basis.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the first extraordinary general meeting of the company in 2022 for deliberation.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on using some idle raised funds for cash management (Announcement No.: 2022007).
(VI) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 in the conference room on the fourth floor, No. 22, Zhongxing Avenue, Shaoxing City, Zhejiang Province on May 5, 2022. This meeting adopts the combination of on-site voting and online voting.
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 proposing to convene the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022009). 3、 Documents for future reference
1. Resolution of the fourth meeting of the second board of directors of Zhejiang Jindao Technology Co., Ltd;
2. Independent opinions of independent directors of Zhejiang Jindao Technology Co., Ltd. on matters related to the fourth meeting of the second board of directors of the company;
3. Guotai Junan Securities Co.Ltd(601211) issued the verification opinions on Zhejiang Jindao Technology Co., Ltd. using the raised funds to replace the self raised funds invested in the raised projects in advance and the paid issuance expenses;
4. Guotai Junan Securities Co.Ltd(601211) issued the verification opinions on Zhejiang Jindao Technology Co., Ltd. using part of the over raised funds to permanently supplement the working capital;
5. Guotai Junan Securities Co.Ltd(601211) issued the verification opinions on the cash management of Zhejiang Jindao Technology Co., Ltd. using some idle raised funds;
6. Verification report on pre investment of raised investment projects and pre payment of issuance expenses by Zhejiang Jindao Technology Co., Ltd. with self raised funds issued by Tianjian Certified Public Accountants (special general partnership).
It is hereby announced.
Board of directors of Zhejiang Jindao Technology Co., Ltd. April 17, 2022
