Securities code: Jiangxi Zhengbang Technology Co.Ltd(002157) securities abbreviation: Jiangxi Zhengbang Technology Co.Ltd(002157) Announcement No.: 2022077
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 38th meeting of the 6th 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、 Meetings of the board of directors
1. Jiangxi Zhengbang Technology Co.Ltd(002157) (hereinafter referred to as “the company”) notified all directors, supervisors and senior managers of the notice of the 38th meeting of the sixth board of directors on May 10, 2022 by e-mail and personal delivery.
2. The meeting was held on May 20, 2022 by on-site and communication voting, in which Mr. Liu Daojun participated in the meeting by communication voting.
3. Five directors should be present at the meeting, five actually present, and all directors attended the meeting in person. Comply with the provisions of the company law of the people’s Republic of China and the requirements of the company’s articles of association.
4. The meeting was presided over by Mr. Lin Feng, chairman and general manager. The company’s supervisors Huang Jianjun, Wu Youfa and Zou Fuxing, Mr. Wang Yonghong, chief financial officer and Ms. Zhu Jianxia, Secretary of the board of directors attended the meeting as nonvoting delegates.
5. The convening of this board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations at the board meeting:
1. The meeting deliberated and adopted the proposal on downward revision of the conversion price of convertible corporate bonds with 5 affirmative votes, 0 negative votes and 0 abstention votes;
After comprehensive consideration of the company’s average stock trading price, the impact of share dilution and stock price, the company decided to revise the share conversion price of “Zhengbang convertible bonds” downward to RMB 6.08/share. The implementation date of this share conversion price adjustment is May 23, 2022.
The announcement on downward revision of convertible corporate bond conversion price is published in the securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on May 21, 2022 Announcement No. 2022079 of the company.
2. The meeting deliberated and adopted the proposal on early general election of the board of directors of the company with 5 affirmative votes, 0 negative votes and 0 abstention votes;
In order to improve the corporate governance structure and ensure the effective decision-making and stable development of the company, the company plans to change the sixth board of directors in advance. In accordance with the company law, the articles of association, the rules for independent directors of listed companies and other relevant provisions, the nomination committee of the board of Directors examined the qualification of the director candidates and determined the director candidates for this general election after soliciting their own opinions. After deliberation by the nomination committee of the board of directors, the sixth board of directors of the company nominated Mr. Lin Feng, Mr. Li Zhixuan and Mr. Liu Daojun as candidates for non independent directors of the seventh board of directors of the company. The sixth board of directors of the company nominated Mr. Cao Xiaoqiu and Ms. Yang Hui as candidates for independent directors of the seventh board of directors of the company. If the matter of early general election is deliberated and approved by the general meeting of shareholders, the total number of directors concurrently serving as senior managers of the company and employees’ representatives in the board of directors shall not exceed half of the total number of directors of the company.
This proposal must be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation, and the cumulative voting system will be adopted for voting.
For the resume of the candidate and the specific information of the election, please refer to the company’s publication in the securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on May 21, 2022 Announcement on early general election of the board of directors (Announcement No.: 2022080).
The independent directors of the company expressed their independent opinions on this proposal. For details, see http://www.cn.info.com.cn.
3. The meeting deliberated and adopted the proposal on terminating some investment projects with raised funds and permanently replenishing the remaining raised funds with working capital by 5 votes in favor, 0 against and 0 abstention;
In view of the current cold winter in the industry of the company, in order to make good capital reserves, the company plans to terminate the new production capacity in some areas according to the current industry and the actual production and operation situation of the company, so as to ensure the safety of operating cash flow. In this context, in view of the fact that the construction of 8 investment projects with raised funds through public issuance of convertible corporate bonds in 2019 and 14 investment projects with raised funds through non-public issuance of shares in 2020 has been at a standstill, after careful research, the company plans to terminate the above projects, And permanently replenish the working capital of 36180258 million yuan (including the net amount of interest income after deducting handling charges, and the specific amount shall be subject to the fund balance of the special account at the time of actual carry over) from the balance of the raised investment project for the company’s daily production, operation and business development, alleviate the tight liquidity situation of the company and promote the stable development of the company. The company plans to temporarily supplement the working capital with the idle raised capital deposited in the special account for raised capital and still in use, and the working capital will be directly converted into permanent supplementary working capital. After the fund-raising account of the company is closed, the three parties shall also terminate the relevant supervision agreement.
This proposal must be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The independent directors of the company have expressed their independent opinions on this proposal, and the sponsor has issued verification opinions on it. For details, see http://www.cn.info.com.cn.
The announcement on the termination of some investment projects with raised funds and the permanent replenishment of working capital with the balance of raised funds is published in the securities times, Securities Daily, Shanghai Securities News and cninfo.com on May 21, 2022（ http://www.cn.info.com.cn. ）Announcement No. 2022082 of the company.
4. The meeting deliberated and adopted the proposal on convening the third extraordinary general meeting of shareholders in 2022 with 5 affirmative votes, 0 negative votes and 0 abstention votes;
The company plans to hold the third extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on Monday, June 6, 2022 to review relevant proposals.
The notice on convening the third extraordinary general meeting of shareholders in 2022 was published in the securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on May 21, 2022 Announcement No. 2022083 of the company.
5. The meeting deliberated and adopted the proposal on convening the first bondholders’ meeting of “Zhengbang convertible bonds” in 2022 by 5 votes in favor, 0 against and 0 abstention.
It is proposed to hold the first bondholders’ meeting of “Zhengbang convertible bonds” in 2022 at 10:00 a.m. on Monday, June 6, 2022.
The notice on convening the first bondholders’ meeting of “Zhengbang convertible bonds” in 2022 was published in the securities times, Securities Daily, Shanghai Securities News and cninfo.com.cn on May 21, 2022 Announcement No. 2022084 of the company.
3、 Documents for future reference 1. Resolutions of the 38th meeting of the 6th board of directors signed by the attending directors and stamped with the seal of the board of directors; 2. Other documents required by Shenzhen Stock Exchange. It is hereby announced
Jiangxi Zhengbang Technology Co.Ltd(002157) board of directors
May 21, 2002
