Securities code: 002157 securities abbreviation: Jiangxi Zhengbang Technology Co.Ltd(002157) Announcement No.: 2022-005 bond Code: 112612 bond abbreviation: 17 Zhengbang 01
Bond Code: 128114 bond abbreviation: Zhengbang convertible bond
Jiangxi Zhengbang Technology Co.Ltd(002157)
Announcement of resolutions of the first extraordinary general meeting of shareholders in 2022
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.
hot tip
1. The shareholders' meeting did not veto the proposal.
2. This shareholders' meeting does not involve changing the resolutions adopted at previous shareholders' meetings.
1、 Convening and attendance of the meeting
1. Convener: Jiangxi Zhengbang Technology Co.Ltd(002157) (hereinafter referred to as "the company") the board of directors; 2. Meeting method: the shareholders\' meeting adopts the combination of on-site voting and online voting. The company passes the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide online voting platform for all shareholders. Shareholders of the company can exercise their voting rights through the above system during online voting time, but the same share can only choose one of on-site voting, online voting or other voting methods that meet the provisions. If there is repeated voting of the same voting right, the first valid voting result shall prevail;
3. The on-site meeting will be held at 14:30 p.m. on Thursday, January 13, 2022.
4. The site meeting was held in the company's conference room, No. 569, aixihu 1st Road, high tech Development Zone, Nanchang, Jiangxi Province;
5. Online voting time:
(1) The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15 ~ 9:25 a.m., 9:30 ~ 11:30 p.m. and 13:00 ~ 15:00 p.m. on January 13, 2022;
(2) Specific time for online voting through the Internet voting system of Shenzhen Stock Exchange 2022
Any time from 9:15 a.m. to 15:00 p.m. on January 13, 2014.
6. Equity registration date: Thursday, January 6, 2022.
7. Moderator: this meeting is presided over by Mr. Lin Feng, chairman and general manager.
8. Attendance at the meeting: a total of 29 shareholders and authorized representatives of shareholders attended the shareholders' meeting, with 1482820010 representative shares, accounting for 47.7123% of the total voting shares of the company. Among them, there are 6 shareholders and authorized representatives of shareholders participating in the on-site voting, and the number of representative shares is 1447812704, accounting for 46.5859% of the total voting shares of the company; 23 shareholders participated in online voting, with 35007306 representative shares, accounting for 1.1264% of the total voting shares of the company; 26 minority shareholders and authorized representatives of shareholders participated in on-site and online voting, with 45538537 representative shares, accounting for 1.4653% of the total voting shares of the company.
Mr. Cheng fangui, Liu Daojun and Huang Xinjian, the directors of the company, were unable to attend the meeting for some reason. Other directors, supervisors and senior managers of the company attended the meeting, which complied with the company law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions. Mr. Yang Ailin and Mr. Lei Meng of Jiangxi Huabang law firm attended the shareholders' meeting as nonvoting delegates to witness and issued legal opinions. (Note: unless otherwise specified in this resolution, all values retain 4 decimal places. If the sum of the values of each sub item is inconsistent with the mantissa of the total, it is caused by rounding.)
2、 Deliberation and voting of proposals:
(I) the shareholders' meeting adopts the combination of on-site voting and online voting.
(II) the resolutions of the shareholders' meeting are as follows:
1. The proposal on the prediction of daily connected transactions in 2022 was considered and adopted;
The proposal is a related party transaction. The related parties are Zhengbang Group Co., Ltd. (hereinafter referred to as "Zhengbang group") and Jiangxi Yonglian agricultural Holding Co., Ltd. (hereinafter referred to as "Jiangxi Yonglian"), the related relationship is the controlling shareholder of the company and its persons acting in concert, and the number of voting shares held by Zhengbang group is 674732352, The number of voting shares held by Jiangxi Yonglian agriculture is 592912702. According to the stock listing rules of Shenzhen Stock Exchange, the related parties Zhengbang group and Jiangxi Yonglian avoided voting, and the non related shareholders attending the shareholders\' meeting voted on the proposal.
Total voting:
214942357 shares were approved, accounting for 99.8919% of the total number of valid voting shares attending the general meeting of shareholders; 229099 opposed shares, accounting for 0.1065% of the total number of valid voting shares attending the general meeting of shareholders; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0016% of the total number of valid voting shares attending the general meeting of shareholders.
Total voting of minority shareholders:
45305938 shares were approved, accounting for 99.4892% of the shares held by minority shareholders attending the meeting; Against 229099 shares, accounting for 0.5031% of the shares held by minority shareholders attending the meeting; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0077% of the shares held by minority shareholders attending the meeting.
2. The proposal on the prediction of external guarantee amount in 2022 was deliberated and adopted;
Total voting:
1460358275 shares were approved, accounting for 98.4852% of the total number of valid voting shares attending the general meeting of shareholders; 22458235 shares opposed, accounting for 1.5146% of the total number of valid voting shares attending the general meeting of shareholders; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0002% of the total number of valid voting shares attending the general meeting of shareholders.
Total voting of minority shareholders:
Approved 23076802 shares, accounting for 50.6753% of the shares held by minority shareholders attending the meeting; Against 22458235 shares, accounting for 49.3170% of the shares held by minority shareholders attending the meeting; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0077% of the shares held by minority shareholders attending the meeting.
This proposal is a special resolution, which has been adopted by more than two-thirds of the effective voting rights held by the shareholders (including shareholder representatives) attending the general meeting of shareholders.
3. The proposal on borrowing from controlling shareholders and persons acting in concert and related party transactions in 2022 was deliberated and adopted;
The proposal is a related party transaction. The related parties are Zhengbang Group Co., Ltd. (hereinafter referred to as "Zhengbang group") and Jiangxi Yonglian agricultural Holding Co., Ltd. (hereinafter referred to as "Jiangxi Yonglian"), the related relationship is the controlling shareholder of the company and its persons acting in concert, and the number of voting shares held by Zhengbang group is 674732352, The number of voting shares held by Jiangxi Yonglian agriculture is 592912702. According to the stock listing rules of Shenzhen Stock Exchange, the related parties Zhengbang group and Jiangxi Yonglian avoided voting, and the non related shareholders attending the shareholders\' meeting
Total voting:
211878769 shares were approved, accounting for 98.4681% of the total number of valid voting shares attending the general meeting of shareholders; 3292687 opposed shares, accounting for 1.5302% of the total number of valid voting shares attending the general meeting of shareholders; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0016% of the total number of valid voting shares attending the general meeting of shareholders.
Total voting of minority shareholders:
4224350 shares were approved, accounting for 92.7618% of the shares held by minority shareholders attending the meeting; 3292687 opposed shares, accounting for 7.2306% of the shares held by minority shareholders attending the meeting; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0077% of the shares held by minority shareholders attending the meeting.
4. The proposal on the total amount and authorization of the company's loans to banks and other financial institutions in 2022 was reviewed and approved;
Total voting:
1464219730 shares were approved, accounting for 98.7456% of the total number of valid voting shares attending the general meeting of shareholders; 18596780 opposed shares, accounting for 1.2542% of the total number of valid voting shares attending the general meeting of shareholders; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0002% of the total number of valid voting shares attending the general meeting of shareholders.
Total voting of minority shareholders:
26938257 shares were approved, accounting for 59.1549% of the shares held by minority shareholders attending the meeting; Against 18596780 shares, accounting for 40.8375% of the shares held by minority shareholders attending the meeting; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0077% of the shares held by minority shareholders attending the meeting.
5. The proposal on repurchase and cancellation of some restricted shares in 2019 was deliberated and adopted;
Total voting:
1482589211 shares were approved, accounting for 99.9844% of the total number of valid voting shares attending the general meeting of shareholders; 227299 opposed shares, accounting for 0.0153% of the total number of valid voting shares attending the general meeting of shareholders; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0002% of the total number of valid voting shares attending the general meeting of shareholders.
Total voting of minority shareholders:
45307738 shares were approved, accounting for 99.4932% of the shares held by minority shareholders attending the meeting; 227299 shares were opposed, accounting for 0.4991% of the shares held by minority shareholders attending the meeting; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0077% of the shares held by minority shareholders attending the meeting.
This proposal is a special resolution, which has been adopted by more than two-thirds of the effective voting rights held by the shareholders (including shareholder representatives) attending the general meeting of shareholders.
6. The proposal on by election of Mr. Li Zhixuan as a non independent director was deliberated and adopted;
Total voting:
1463665243 shares were approved, accounting for 98.7082% of the total number of valid voting shares attending the general meeting of shareholders; 19151267 opposed shares, accounting for 1.2915% of the total number of valid voting shares attending the general meeting of shareholders; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0002% of the total number of valid voting shares attending the general meeting of shareholders.
Total voting of minority shareholders:
26383770 shares were approved, accounting for 57.9372% of the shares held by minority shareholders attending the meeting; Against 19151267 shares, accounting for 42.0551% of the shares held by minority shareholders attending the meeting; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0077% of the shares held by minority shareholders attending the meeting.
7. The proposal on by election of Mr. Cao Xiaoqiu as an independent director was deliberated and adopted;
Total voting:
1482281311 shares were approved, accounting for 99.9637% of the total number of valid voting shares attending the general meeting of shareholders; 535199 opposed shares, accounting for 0.0361% of the total number of valid voting shares attending the general meeting of shareholders; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0002% of the total number of valid voting shares attending the general meeting of shareholders.
Total voting of minority shareholders:
44999838 shares were approved, accounting for 98.8170% of the shares held by minority shareholders attending the meeting; Against 535199 shares, accounting for 1.1753% of the shares held by minority shareholders attending the meeting; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0077% of the shares held by minority shareholders attending the meeting.
3、 Legal opinions issued by lawyers
Mr. Yang Ailin and Mr. Lei Meng, lawyers of Jiangxi Huabang law firm, believe that the convening, convening procedures, convener qualification, meeting attendance qualification, voting procedures, voting results and other matters of the company's general meeting of shareholders are in line with the securities law, the company law, the rules for the general meeting of shareholders of listed companies and other relevant laws and regulations Provisions of normative documents and the articles of association. The resolutions formed at this shareholders' meeting are legal and valid.
4、 Documents for future reference
1. The resolution of the first extraordinary general meeting of shareholders in Jiangxi Zhengbang Technology Co.Ltd(002157) 2022 signed by the attending directors and recorders and stamped with the seal of the board of directors;
2. Legal opinion of Jiangxi Huabang law firm on the first extraordinary general meeting of shareholders in Jiangxi Zhengbang Technology Co.Ltd(002157) 2022;
3. Other documents required by SZSE.
It is hereby announced
Jiangxi Zhengbang Technology Co.Ltd(002157) board of directors
January 14, 2002
