Securities code: 002418 securities abbreviation: Zhe Jiang Kangsheng Co.Ltd(002418) Announcement No.: 2022-002 Zhe Jiang Kangsheng Co.Ltd(002418)
Announcement on resolutions of the 26th meeting of the 5th 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
Zhe Jiang Kangsheng Co.Ltd(002418) (hereinafter referred to as "the company") sent a written notice of convening the 26th meeting of the 5th board of directors to all directors on January 5, 2022, and held it by on-site combined with communication voting on January 11, 2022. There are 9 directors who should attend the meeting and 9 directors who actually attend the meeting, including Wang Yungui, Tang Zhaohua, Shen Zhidong, ran Geng, Yu Liangyao, Li Zaijun and Yu Bo. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Wang Yungui, chairman of the board. The convening and convening procedures of the meeting shall comply with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
After full discussion and deliberation by all directors, the meeting formed the following resolutions:
(I) the proposal on adjusting the composition of the professional committee of the board of directors was considered and adopted
In view of the change of some directors of the company, the board of directors agreed to adjust the composition of the professional committee of the Fifth Board of directors as follows:
Strategy Committee: Wang Yungui (convener), Wang Daxue, Yu Bo, Yu Liangyao, Li Wenbo
Audit Committee: Yu Bo (convener), Li Zaijun, Shen Zhidong
Nomination Committee: Yu Liangyao (convener), Wang Yungui, Yu Bo, Li Zaijun, ran Geng
Remuneration and assessment committee: Li Zaijun (convener), Yu Bo, Yu Liangyao, Wang Yungui and Tang Zhaohua. Voting results: 9 in favor, 0 against and 0 abstention.
(II) the proposal on providing guarantee for wholly-owned subsidiaries to apply for bank credit was deliberated and adopted
The company guarantees the bank credit of the wholly-owned subsidiary Zhongzhi Yike Chengdu Automobile Co., Ltd. (hereinafter referred to as "Zhongzhi Yike"). In view of the current assets and liabilities of Zhongzhi Yike, Mr. Yu Bo, the independent director, based on the principle of prudence, believes that this financing is necessary, but there are certain risks in this guarantee, If the corresponding guarantee liability is fulfilled subsequently, the company will suffer losses, so we abstain from voting on the proposal.
Other directors of the board of directors agree that the company provides guarantee for Zhongzhi Yike's application for bank credit of no more than RMB 250 million, and believe that this guarantee is necessary for the company's daily production and operation, conducive to the sustainable development of subsidiaries and in the interests of the company and all shareholders.
For details, please refer to securities times, China Securities News and cninfo (www.cn. Info. Com. CN) on the same day The announcement on providing guarantee for wholly-owned subsidiaries to apply for bank credit (Announcement No.: 2022-004) and the prior approval and independent opinions of independent directors on relevant matters of the 26th meeting of the Fifth Board of directors disclosed on the.
Voting results: 8 in favor, 1 abstention and 0 against. The proposal needs to be submitted to the company's first extraordinary general meeting in 2022 for deliberation.
(III) the proposal on applying for credit from banks and providing asset mortgage and shareholder guarantee was deliberated and adopted
The board of directors approved the company to apply for a comprehensive credit line of 200 million yuan to Bank Of China Limited(601988) Chun'an sub branch. Under the circumstance that more than 5% of the assets of Chongqing tuoyang Bank Co., Ltd. are mortgaged free of charge to the interests of the small and medium-sized shareholders of Chongqing tuoyang Bank Co., Ltd.
For details, please refer to securities times, China Securities News and cninfo (www.cn. Info. Com. CN) on the same day The announcement on applying for credit from banks and providing asset mortgage and shareholder guarantee (Announcement No.: 2022-005) and the prior approval and independent opinions of independent directors on relevant matters of the 26th meeting of the Fifth Board of directors disclosed at the meeting.
Voting results: 6 in favor, 0 against and 0 abstention. Related directors Wang Yungui, ran Geng and Shen Zhidong avoided voting. The proposal needs to be submitted to the company's first extraordinary general meeting in 2022 for deliberation.
(IV) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The board of directors agrees that the company will hold the first extraordinary general meeting of shareholders in 2022 on January 28, 2022. For details, please refer to securities times, China Securities News and cninfo (www.cn. Info. Com. CN) on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-006) disclosed on the.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 26th meeting of the 5th board of directors;
2. Prior approval and independent opinions of independent directors on matters related to the 26th meeting of the 5th board of directors.
It is hereby announced.
Zhe Jiang Kangsheng Co.Ltd(002418) board of directors January 12, 2002
