Securities code: 300552 securities abbreviation: Vanjee Technology Co.Ltd(300552) Announcement No.: 2022-004 Vanjee Technology Co.Ltd(300552)
Announcement on resolutions of the 17th meeting of the 4th 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
Vanjee Technology Co.Ltd(300552) (hereinafter referred to as “the company” or “the company”) sent the notice of convening the 17th meeting of the 4th board of directors by e-mail on January 7, 2022, and held the meeting by on-site combined with communication voting in the company’s conference room on January 11, 2022. 9 directors shall be present at the meeting, and 9 directors actually present, more than half of all directors. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by the chairman. The meeting was held in accordance with the company law of the people’s Republic of China, relevant laws and regulations and the Vanjee Technology Co.Ltd(300552) articles of association. 2、 Deliberations of the board meeting
1. The meeting deliberated and adopted the proposal on adjusting the investment amount of investment projects raised by issuing shares to specific objects and changing some investment projects of raised funds by 9 affirmative votes, 0 negative votes and 0 abstention votes; After deliberation, the board of Directors believes that the adjustment of the investment amount of the investment project of raising funds by issuing shares to specific objects and the change of some investment projects of raising funds are based on the fact that the net amount of funds actually raised by issuing shares to specific objects is less than the amount of funds originally planned, and the prudent decision is made according to the current specific conditions of each investment project of raising funds, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. It is agreed that the company will adjust the investment amount of the investment projects of the raised funds issued to specific objects and change some of the investment projects of the raised funds.
For details, please refer to the announcement on adjusting the investment amount of investment projects raised by issuing shares to specific objects and changing some investment projects raised by funds published on the gem information disclosure website designated by the CSRC on the same day. The independent directors of the company have expressed relevant independent opinions on this proposal. For details, please refer to the independent opinions of independent directors on matters related to the company published on the gem information disclosure website designated by the CSRC on the same day. The company’s recommendation institution Northeast Securities Co.Ltd(000686) issued the Northeast Securities Co.Ltd(000686) verification opinions on Vanjee Technology Co.Ltd(300552) adjusting the amount of raised funds and changing some investment projects of raised funds.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. The meeting deliberated and adopted the proposal on using raised funds to replace self raised funds for projects invested with raised funds in advance by 9 affirmative votes, 0 negative votes and 0 abstention votes;
The funds raised by the company’s issuance of RMB common shares (A shares) to specific objects have arrived in the account, and ShineWing Certified Public Accountants (special general partnership) has issued a capital verification report on the arrival of the funds raised by the company’s issuance of shares to confirm the arrival of the raised funds. Before the raised funds are in place, in order to ensure the normal progress of the raised investment projects, the company will first invest the raised funds in the projects with its own funds. The board of directors agrees that the company will use the raised funds of 197241400 yuan to replace the self raised funds invested in the projects with the raised funds in advance.
For details, please refer to the announcement on replacing self raised funds of pre invested projects with raised funds published on the gem information disclosure website designated by the CSRC on the same day. The independent directors of the company have expressed relevant independent opinions on this proposal. For details, please refer to the independent opinions of independent directors on matters related to the company published on the gem information disclosure website designated by the CSRC on the same day. The company’s sponsor Northeast Securities Co.Ltd(000686) issued Northeast Securities Co.Ltd(000686) verification opinions on Vanjee Technology Co.Ltd(300552) replacing self raised funds invested in raised projects in advance with raised funds, and ShineWing Certified Public Accountants (special general partnership) issued Vanjee Technology Co.Ltd(300552) verification report on replacing self raised funds invested in raised projects in advance with raised funds.
3. The meeting deliberated and adopted the proposal on accounting estimate change with 9 affirmative votes, 0 negative votes and 0 abstention votes;
According to the relevant provisions of the accounting standards for business enterprises and the actual situation of the company, the company implements the change of accounting estimates based on the principle of prudence. The changed accounting estimates can more objectively and fairly reflect the actual situation of the company’s assets, financial status and operating results, which is in line with the interests of the company and all shareholders. The decision-making procedures for the change of accounting estimates comply with relevant laws and regulations and the articles of association. The board of directors agreed to the change of accounting estimates.
For details, please refer to the announcement on changes in accounting estimates published on the same day on the gem information disclosure website designated by the CSRC. The independent directors of the company have expressed relevant independent opinions on this proposal. For details, please refer to the independent opinions of independent directors on matters related to the company published on the gem information disclosure website designated by the CSRC on the same day.
4. The meeting deliberated and adopted the proposal on the proposed participation in the 6.4761% equity transfer project of Hunan Academy of Transportation Sciences Co., Ltd. by means of public delisting with 9 affirmative votes, 0 negative votes and 0 abstention.
After deliberation, the board of directors agreed that the company would participate in the 6.4761% equity transfer project of Hunan Academy of Communications Science Co., Ltd. by means of public delisting, with a transaction reserve price of RMB 509992875, and authorized the company’s operation and management to handle public delisting, signing relevant agreements, equity change and other related matters.
For details, please refer to the announcement on planning to participate in the 6.4761% equity transfer project of Hunan Academy of Communications Co., Ltd. by public delisting published on the same day on the gem information disclosure website designated by the CSRC. 5. The meeting deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022 with 9 affirmative votes, 0 negative votes and 0 abstention.
For details, please refer to the notice on convening the first extraordinary general meeting of shareholders in 2022 published on the gem information disclosure website designated by the CSRC on the same day.
3、 Documents for future reference
1. Resolution of Vanjee Technology Co.Ltd(300552) the 17th meeting of the 4th board of directors.
It is hereby announced.
Vanjee Technology Co.Ltd(300552) board of directors January 13, 2022
