Securities code: 002438 securities abbreviation: Jiangsu Shentong Valve Co.Ltd(002438) Announcement No.: 2022-004 Jiangsu Shentong Valve Co.Ltd(002438)
Announcement on resolutions of the 25th 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、 Meetings held
1. Time and method of meeting notice: the meeting has been notified to all directors, supervisors and senior managers by telephone or e-mail on January 15, 2022;
2. Time, place and method of the meeting: the meeting was held on January 20, 2022 in the multi-functional conference room on the third floor of the company’s base 2 by means of communication voting;
3. Attendance at the meeting: 7 directors should attend the meeting and 7 actually attended;
4. Presiding and non voting participants: the meeting was presided over by Mr. Wu Jianxin, the director, and some supervisors and senior managers of the company attended the meeting as non voting participants;
5. Meeting compliance: the convening of this board meeting complies with the provisions of the company law, the securities law and the articles of association. 2、 Deliberations of the meeting
1. Proposal on using some idle raised funds for cash management
In order to improve the use efficiency of idle raised funds and make rational use of temporarily idle raised funds, without affecting the construction of investment projects with raised funds and the use of raised funds, According to the stock listing rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other relevant laws and regulations, the company Wuxi flange, a wholly-owned subsidiary, plans to use the temporarily idle raised funds of no more than RMB 300 million for cash management for the purchase of principal guaranteed financial products or structured deposits of no more than 12 months. The service life is effective within 12 months from the date of deliberation and approval by the board of directors. Within the above service life and limit, the funds can be used on a rolling basis. The use of some idle raised funds for cash management does not change the purpose of the raised funds in a disguised manner, and does not affect the normal implementation of the raised funds project.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions. The bill was passed.
The independent opinion of the independent directors is: after verification, according to the construction progress of the company’s investment projects with raised funds, on the premise of ensuring that the normal construction of the investment projects with raised funds is not affected, the company and its wholly-owned subsidiaries use the temporarily idle raised funds of no more than RMB 300 million for cash management, which is used for the investment period of no more than 12 months Principal guaranteed financial products or structured deposits with good liquidity are conducive to improving the use efficiency of raised funds, in line with the principle of maximizing the interests of the company and shareholders, and there is no situation of changing the purpose of raised funds in a disguised manner and damaging the interests of the company and shareholders, especially the interests of minority shareholders. The company and its wholly-owned subsidiaries use temporarily idle raised funds for cash management this time, which meets the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board And other laws and regulations. Therefore, we unanimously agree that the company and its wholly-owned subsidiaries shall use the temporarily idle raised funds of no more than RMB 300 million for cash management, and the amount can be used on a rolling basis within the validity period of 12 months after the approval of the board of directors.
After verification, the sponsor Guotai Junan Securities Co.Ltd(601211) believes that the company and its wholly-owned subsidiaries intend to use some idle raised funds for cash management, which meets the requirements of normative documents on the use of raised funds. The relevant proposals have been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their explicit consent; The company and its wholly-owned subsidiaries intend to use part of the idle raised funds for cash management, which is conducive to improving the use efficiency of funds and obtaining certain investment benefits. There is no situation of changing the use purpose of raised funds in a disguised manner and does not affect the normal progress of the investment plan of raised funds. In conclusion, the sponsor has no objection to the company and its wholly-owned subsidiaries’ cash management using some idle raised funds this time.
The detailed contents of the opinions of the above independent directors and the opinions of the sponsor are published on cninfo.com on January 21, 2022（ http://www.cn.info.cm.cn. ）Independent opinions of Jiangsu Shentong Valve Co.Ltd(002438) independent directors on matters related to the 25th meeting of the Fifth Board of directors and verification opinions of Guotai Junan Securities Co.Ltd(601211) Co., Ltd. on the company’s use of some idle raised funds for cash management.
For details, please refer to securities times, Shanghai Securities News and cninfo.com, the designated information disclosure media of the company, published on January 21, 2022（ http://www.cn.info.com.cn. ）Announcement on using some idle raised funds for cash management (Announcement No.: 2022-006).
3、 Documents for future reference
1. Resolutions of the 25th meeting of the 5th board of directors;
2. Independent opinions of independent directors on matters related to the 25th meeting of the Fifth Board of directors of the company. It is hereby announced.
Jiangsu Shentong Valve Co.Ltd(002438) board of directors January 21, 2022
