Securities code: 300645 securities abbreviation: Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) Announcement No.: 2022-006 bond Code: 123043 bond abbreviation: Zhengyuan convertible bond
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Announcement of resolutions of the first meeting of the Fourth 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
The first meeting of the Fourth Board of directors of Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as “the company”) was held on site at 15:30 p.m. on January 14, 2022 in the company’s conference room. The meeting notice was sent to all directors in writing and communication on January 9, 2022. There were 9 directors who should attend the meeting, 9 directors who actually attended the meeting, and the company’s supervisors and senior managers attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Chen Jian, chairman of the board of directors. The convening and voting procedures of the meeting comply with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
2、 Deliberations of the board meeting
1. The proposal on electing the chairman of the Fourth Board of directors of the company was deliberated and adopted
In accordance with the relevant provisions of the company law, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and the articles of association, the board of directors of the company agrees to elect Mr. Chen Jian as the chairman of the Fourth Board of directors for a term of three years from the date of deliberation and approval by the board of directors to the date of expiration of the term of office of the Fourth Board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention, and it was adopted by vote.
2. The proposal on election of members of special committees of the Fourth Board of directors of the company was deliberated and adopted
The term of office of members of each special committee is three years, starting from the date of deliberation and approval of the current board of directors to the date of expiration of the term of office of the Fourth Board of directors of the company.
2.1 elect director Chen Jian, director Chen genqing and independent director Zhang Yaohui as members of the strategy committee of the board of directors, of which Mr. Chen Jian is the chairman.
Voting results: 9 in favor, 0 against and 0 abstention, and it was adopted by vote.
2.2 elect Mr. Jin Xinhua, an independent director, Mr. Wu Xiongwei and Ms. Chen Ying as members of the audit committee of the board of directors, of which Mr. Jin Xinhua is the chairman.
Voting results: 9 in favor, 0 against and 0 abstention, and it was adopted by vote.
2.3 elect independent director Mr. Zhang Yaohui, independent director Mr. Wu Xiongwei and director Mr. Chen Jian as members of the nomination committee of the board of directors, of which Mr. Zhang Yaohui is the chairman.
Voting results: 9 in favor, 0 against and 0 abstention, and it was adopted by vote.
2.4 elect independent director Wu Xiongwei, independent director Jin Xinhua and director Chen genqing as members of the remuneration and assessment committee of the board of directors, of which Mr. Wu Xiongwei is the chairman.
Voting results: 9 in favor, 0 against and 0 abstention, and it was adopted by vote.
3. The proposal on the appointment of senior managers of the company was deliberated and adopted
The term of office of the company’s senior managers is three years, from the date of deliberation and approval of the current board of directors to the date of expiration of the term of office of the Fourth Board of directors of the company.
3.1 agree to appoint Mr. Chen Jian as the general manager of the company
Voting results: 9 in favor, 0 against and 0 abstention, and it was adopted by vote.
3.2 agree to appoint Mr. Chen genqing as the Deputy General Manager (Financial Director) of the company
Voting results: 9 in favor, 0 against and 0 abstention, and it was adopted by vote.
3.3 agree to appoint Mr. LV Xiaoping as the deputy general manager of the company
Voting results: 9 in favor, 0 against and 0 abstention, and it was adopted by vote.
3.4 agree to appoint Mr. Li Zhanpeng as the deputy general manager of the company
Voting results: 9 in favor, 0 against and 0 abstention, and it was adopted by vote.
3.5 agree to appoint Mr. Bao Guangyu as the chief engineer of the company
Voting results: 9 in favor, 0 against and 0 abstention, and it was adopted by vote.
3.6 agree to appoint Mr. Zhou Junhui as deputy general manager and Secretary of the board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention, and it was adopted by vote.
3.7 agree to appoint Ms. Wu Xiaoqian as the chief financial officer of the company
Voting results: 9 in favor, 0 against and 0 abstention, and it was adopted by vote.
In response to the above matters, the independent directors of the company expressed independent opinions. For details, see the company’s announcement on cninfo.com on January 17, 2022（ http://www.cn.info.com.cn. ）Announcement disclosed on.
4. The proposal on the appointment of securities affairs representatives of the company was deliberated and adopted
Ms. Yao Chunmei is appointed as the securities affairs representative of the company for a term of three years, from the date of deliberation and approval of the board of directors to the date of expiration of the term of office of the Fourth Board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention, and it was adopted by vote.
5. Deliberated and passed the proposal on early redemption of “Zhengyuan convertible bonds”
The convertible corporate bond “Zhengyuan convertible bond” (bond Code: 123043) publicly issued by the company has entered the stock conversion period on September 11, 2020. The company’s shares are from December 24, 2021 to January 14, 2022, The closing price of 15 of the 30 consecutive trading days is not lower than 130% (i.e. 19.99 yuan / share) of the current conversion price of “Zhengyuan convertible bonds” (15.38 yuan / share), which has triggered the conditional redemption terms agreed in the prospectus for public issuance of convertible corporate bonds on the Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) gem (hereinafter referred to as the prospectus). Considering the current market situation and the actual situation of the company, the board of directors agreed that the company would exercise the right of early redemption of “Zhengyuan convertible bonds”, and planned to redeem all “Zhengyuan convertible bonds” in advance on February 18, 2022. According to the prospectus, the redemption price was the face value of the bonds (RMB 100) plus the accrued interest of the current period. The board of Directors believes that the company’s exercise of the early redemption right of “Zhengyuan convertible bonds” is in line with the company’s long-term strategic plan and does not damage the legitimate rights and interests of the company and minority shareholders.
The independent directors of the company expressed their independent opinions on the matter, and the board of supervisors and the recommendation institution Citic Securities Company Limited(600030) of the company issued their verification opinions on the matter.
The announcement on early redemption of “Zhengyuan convertible bonds”, the opinions of independent directors, the verification opinions of the board of supervisors and the sponsor are detailed in the company’s announcement on cninfo.com on January 17, 2022（ http://www.cn.info.com.cn. ）Announcement disclosed on.
Voting results: 9 in favor, 0 against and 0 abstention. The number of affirmative votes accounts for 100% of the valid votes of the board of directors, and it is passed by voting.
6. The proposal on using some idle self owned funds to purchase financial products was deliberated and adopted
The board of directors unanimously agreed that the company and its holding subsidiaries would use some idle self owned funds with an amount of no more than RMB 150 million (including this amount), including but not limited to banks, fund companies, securities companies The term of financial products or fund products issued by financial institutions such as insurance companies or trust companies (except for stocks and their derivatives, securities investment funds or products for securities investment) shall not exceed 12 months. Within the above limit, the funds can be used circularly and rolling.
The resolution is valid for 12 months from the date of deliberation and adoption at the first meeting of the Fourth Board of directors of the company, and authorizes the chairman or executive director of the company and its holding subsidiaries to exercise the relevant investment decision-making power within the above limit and sign relevant documents. The specific matters shall be organized and implemented by the financial department of the company. This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
In response to the above matters, the independent directors of the company expressed their agreed independent opinions, and the board of supervisors and the recommendation institution Citic Securities Company Limited(600030) issued their agreed verification opinions.
See the announcement on using some idle self owned funds to purchase financial products, the opinions of independent directors, the verification opinions of the board of supervisors and the sponsor on January 17, 2022 on cninfo.com（ http://www.cn.info.com.cn. ）Announcement disclosed on.
Voting results: 9 in favor, 0 against and 0 abstention, and it was adopted by vote.
7. The proposal on applying for comprehensive credit line from the bank was deliberated and adopted
After deliberation, the board of directors agreed that the company applied to Industrial And Commercial Bank Of China Limited(601398) Hangzhou Gaoxin Rubber & Plastic Materials Co.Ltd(300478) sub branch for a comprehensive credit line not exceeding RMB 70 million; The company is approved to apply to China Construction Bank Corporation(601939) Hangzhou Yuhang sub branch for a comprehensive credit line not exceeding 95 million yuan.
The above comprehensive credit line is finally subject to the credit line actually approved by the above bank. The credit period is 1 year. The credit line can be recycled within the credit period, including but not limited to loans, discounts, acceptances, letters of credit, letters of guarantee, commitments, etc. The bank credit extension time and credit line will be determined according to the actual needs of the company’s working capital. Meanwhile, the chairman of the company is authorized to sign all contracts, agreements, vouchers and other legal documents related to the credit within the above credit line on behalf of the company, and all legal and economic responsibilities arising therefrom shall be borne by the company.
Voting results: 9 in favor, 0 against and 0 abstention. The number of affirmative votes accounts for 100% of the valid votes of the board of directors, and it is passed by voting.
8. The proposal on providing guarantee for holding subsidiaries was deliberated and adopted
Zhejiang Xiaolan Smart Technology Co., Ltd. (hereinafter referred to as “Xiaolan smart”), the holding subsidiary of the company, plans to apply for comprehensive bank credit business in Shanghai Pudong Development Bank Co.Ltd(600000) Hangzhou Yuhang sub branch for a period of one year, and the company will provide joint and several liability guarantee of RMB 5 million for the above comprehensive credit business; It is proposed to apply for comprehensive bank credit business in Bank Of Nanjing Co.Ltd(601009) Hangzhou branch for a period of two years, and the company will provide joint and several liability guarantee of RMB 10 million for the above comprehensive credit business. Other shareholders of Xiaolan wisdom, Hangzhou lanmi business consulting partnership (limited partnership), Hangzhou Sipu Chenxi enterprise management consulting partnership (limited partnership) and Hangzhou jiuqianshe enterprise management partnership (limited partnership), have provided irrevocable maximum joint and several liability guarantee for the above financing matters according to their shareholding ratio in Xiaolan wisdom; Hangzhou Xiongwei Technology Development Co., Ltd. will perform its internal review procedures on the matter. After the internal review is passed, it will provide an irrevocable maximum joint and several liability guarantee for the matter.
In response to the above matters, the independent directors of the company issued independent opinions and the board of supervisors issued verification opinions.
The announcement on providing guarantee for holding subsidiaries, the opinions of independent directors and the opinions of the board of supervisors are detailed in the company’s announcement on cninfo.com on January 17, 2022（ http://www.cn.info.com.cn. ）Announcement disclosed on.
Voting results: 9 in favor, 0 against and 0 abstention. The number of affirmative votes accounts for 100% of the valid votes of the board of directors, and it is passed by voting.
It is hereby announced.
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) board of directors January 17, 2022
