Securities code: 002570 securities abbreviation: Beingmate Co.Ltd(002570) Announcement No.: 2022-003 Beingmate Co.Ltd(002570)
Announcement on resolutions of the 13th meeting of the 8th 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、 Convening of board meeting
1. The board of directors was convened and presided over by Mr. Xie Hong, chairman of Beingmate Co.Ltd(002570) (hereinafter referred to as “the company”), and the notice of the meeting was sent by mail on January 5, 2022.
2. The board of directors was held on January 10, 2022 and voted by means of communication.
3. There are 8 directors present and 8 actually voting directors. The company’s supervisors and some senior managers attended the meeting as nonvoting delegates.
4. The convening, convening and voting procedures of the board meeting comply with the company law and other laws, regulations and the articles of association, and are legal and effective.
2、 Deliberations of the board meeting
1. The proposal on adjusting the business scope of wholly-owned subsidiaries was deliberated and adopted.
In order to meet the needs of business development and according to the requirements of relevant departments for standardized expression of business scope, It is agreed that Zhejiang meigaote Information Technology Co., Ltd., a wholly-owned subsidiary of the company, will change its business scope to: “General items: technical services, technical development, technical consultation, technical exchange, technology transfer, technology promotion; software development; information system integration services; computer system services; data processing services; enterprise management; sales of electronic products; sales of communication equipment; wholesale of computer software, hardware and auxiliary equipment (except for the projects subject to approval according to law, the company shall independently carry out business activities according to law with its business license). Licensed projects: technology import and export and food sales (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business projects shall be subject to the approval results). ” (the final approval of the competent authority shall prevail).
Voting results: 8 in favor, 0 against and 0 abstention. The proposal was deliberated and passed.
2. The proposal on changing the company type and amending the articles of association was deliberated and adopted.
All the foreign shareholders holding more than 5% of the company’s original shares have withdrawn. In order to make the organization type registered of the company consistent with the actual situation, the company plans to apply to Zhejiang market supervision and Administration Bureau to change the company type from “joint stock limited company (Sino foreign joint venture and listing)” to “other joint stock limited company (listing)” (the details shall be subject to the approval of the market supervision and administration department).
Meanwhile, in accordance with the company law of the people’s Republic of China, the guidelines for the articles of association of listed companies and other laws and regulations, the company plans to modify the relevant provisions of the articles of association. For details, please refer to cninfo.com.cn. On January 11, 2022 The articles of association on and published on cninfo（ http://www.cn.info.com.cn. ）And the announcement on changing the company type and amending the articles of association of the company (Announcement No.: 2022-005) of China Securities Journal, securities times, Shanghai Securities News and Securities Daily.
Voting results: 8 in favor, 0 against and 0 abstention. The proposal was deliberated and passed.
This proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation in the form of special resolution. 3. The proposal on the company’s application for comprehensive credit line from the bank was deliberated and adopted.
It is agreed that the company applies to the bank for a credit line with a total amount of no more than 2.140 billion yuan. The actual amount and term shall be subject to the final approval result of the bank and shall be valid within one year after being deliberated and approved by the general meeting of shareholders. During the credit period, the credit line can be recycled. At the same time, the general meeting of shareholders shall authorize the chairman of the company to sign all contracts, agreements, vouchers and other legal documents related to credit within the above credit line on behalf of the company.
For details of the proposal, please refer to the company’s announcement on China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on January 11, 2022（ http://www.cn.info.com.cn. ）Announcement on the company’s application for comprehensive credit line from the bank (Announcement No.: 2022-006).
Voting results: 8 in favor, 0 against and 0 abstention. The proposal was deliberated and passed.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4. The proposal on applying for asset mortgage loans from banks was deliberated and adopted.
It is agreed that the company and its subsidiaries apply to the bank for asset mortgage loans with their own land, real estate, plant, construction in progress, buildings, machinery and equipment with a total net value of no more than 1.02 billion yuan (Unaudited), and the actual financing amount shall be subject to the final approval of the bank. Meanwhile, the board of directors authorizes the management of the company to handle relevant loan matters. For details of the proposal, please refer to the company’s announcement on China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on January 11, 2022（ http://www.cn.info.com.cn. ）Announcement on applying for asset mortgage loans from banks (Announcement No.: 2022-007) disclosed.
Voting results: 8 in favor, 0 against and 0 abstention. The proposal was deliberated and passed.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5. The proposal on providing guarantee for subsidiaries by the company was deliberated and adopted.
It is agreed that the company shall provide joint and several liability guarantee of no more than RMB 1.55 billion for 7 subsidiaries, and the guarantee period shall be effective within one year after being deliberated and approved by the general meeting of shareholders.
The independent directors expressed their consent to the proposal.
For details of the proposal, please refer to the company’s announcement on China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on January 11, 2022（ http://www.cn.info.com.cn. ）Announcement on guarantee provided by the company for subsidiaries (Announcement No.: 2022-008).
Voting results: 8 in favor, 0 against and 0 abstention. The proposal was deliberated and passed.
This proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation in the form of special resolution. 6. The proposal on daily connected transactions expected in 2022 was deliberated and adopted.
According to the actual situation of the company’s related party transactions in 2021 and the needs of the company’s business development, it is estimated that the total daily related party transactions between the company and three related parties, including the related party Beingmate Co.Ltd(002570) Group Co., Ltd. and Hangzhou binmeite Industrial Co., Ltd., will not exceed RMB 414.7 million (excluding tax) in 2022.
For details of the proposal, please refer to the company’s announcement on China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on January 11, 2022（ http://www.cn.info.com.cn. ）Announcement on daily connected transactions expected in 2022 (Announcement No.: 2022-009) disclosed.
The independent directors approved the proposal in advance and expressed their independent opinions. The recommendation institution issued verification opinions.
Voting results: 6 in favor, 0 against and 0 abstention. Xie Hong, chairman and actual controller of Beingmate Co.Ltd(002570) Group Co., Ltd., and Zhang Zhoufeng, director and legal representative of Beingmate Co.Ltd(002570) Group Co., Ltd., avoided voting, and the proposal was considered and passed.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
7. The proposal on by election of independent directors of the company was deliberated and adopted.
Upon nomination by the company’s board of directors and approval by the nomination committee of the company’s board of directors, the company’s board of directors agreed to nominate Mr. Hu Junhui as an independent director candidate of the company’s eighth board of directors, with a term of office from the date of deliberation and approval by the company’s first extraordinary general meeting in 2022 to the date of expiration of the eighth board of directors.
The independent directors expressed their agreed independent opinions on the matter.
For details of the proposal, please refer to the company’s announcement on China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on January 11, 2022（ http://www.cn.info.com.cn. ）Announcement on by election of independent directors of the company (Announcement No.: 2022-010).
Voting results: 8 in favor, 0 against and 0 abstention. The proposal was deliberated and passed.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
8. The proposal on re-election of members and chairmen of some special committees of the board of directors was deliberated and adopted. Whereas Mr. Gao Qiang, an independent director, resigned as an independent director and member and chairman of relevant special committees of the eighth board of directors of the company for work reasons. Mr. Gao Qiang’s resignation report will take effect after the general meeting of shareholders elects a new independent director to fill his vacancy. The board of directors of the company nominated Mr. Hu Junhui as the candidate for independent director of the eighth board of directors of the company, and agreed to serve as the chairman of the nomination committee, the member of the strategy committee and the member of the remuneration assessment committee of the eighth board of directors of the company after the election by the general meeting of shareholders. 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 current board of directors.
Meanwhile, Mr. Wang Xiangyao, an independent director, resigned as a member of the nomination committee of the eighth board of directors due to work reasons. The board of directors elected Mr. Ni Jianlin, an independent director, as a member of the nomination committee of the eighth board of directors.
Voting results: 8 in favor, 0 against and 0 abstention. The proposal was deliberated and passed.
9. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was considered and adopted.
It is agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 on Wednesday, January 26, 2022. For details of the notice, please refer to China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on January 11, 2022（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-012). Voting results: 8 in favor, 0 against and 0 abstention. The proposal was deliberated and passed.
3、 Documents for future reference
1. Resolution of the 13th meeting of the Beingmate Co.Ltd(002570) 8th board of directors;
2. Prior approval opinions of Beingmate Co.Ltd(002570) independent directors on matters related to the 13th meeting of the eighth board of directors of the company;
3. Independent opinions of Beingmate Co.Ltd(002570) independent directors on matters related to the 13th meeting of the eighth board of directors of the company.
It is hereby announced.
Beingmate Co.Ltd(002570) board of directors
January 11, 2022
