Securities code: 301073 securities abbreviation: Zhejiang Ssaw Boutique Hotels Co.Ltd(301073) Announcement No.: 2022-001 Zhejiang Ssaw Boutique Hotels Co.Ltd(301073)
Announcement of resolutions of the 6th meeting of the 3rd board of directors
All directors and senior managers of the company guarantee that the contents of the announcement are true, accurate and complete, and are responsible for false records, misleading statements or major omissions in the announcement.
1、 Convening of board meeting
The sixth meeting of the third board of directors of Zhejiang Ssaw Boutique Hotels Co.Ltd(301073) (hereinafter referred to as “the company”) was held in the company’s conference room on Friday, January 21, 2022 in the form of on-site communication. The notice of the meeting was delivered to all directors on January 19, 2022. 9 directors should attend the meeting, and 9 actually attended the meeting (including 2 directors by means of communication).
The meeting was presided over by Chairman Wu Qiyuan and attended by supervisors and senior executives. The meeting shall be held in accordance with relevant laws, regulations, rules and the articles of association. After careful deliberation by all directors, the following resolutions were formed at the meeting: II. Deliberation at the meeting of the board of directors
(I) the proposal on changing the purpose of part of the raised funds for the acquisition of the company’s equity and trademark was deliberated and adopted
Comprehensively considering the market environment, regulatory policies, project cycle, profitability, brand construction and other factors, in order to better comply with the company’s development strategy, improve brand competitiveness and national market expansion, further improve the use efficiency of raised funds, reduce business risks and protect shareholders’ rights and interests, The company plans to change the purpose of part of the raised funds of “medium and high-end hotel design and development project” to acquire 79% equity of Zhejiang Junlan Hotel Management Co., Ltd., 70% equity of Jinglan Hotel Investment Management Co., Ltd. and “Junlan” series trademarks. In the future, the company will formulate a reasonable investment plan in combination with the actual market situation, and continue to implement the original raised investment projects with self raised funds. The independent directors of the company expressed their independent opinions on the matter, and the recommendation institution issued verification opinions. For details, please refer to the company’s http://www.cn.info.com.cn.cn on the same day Announcement on changing the purpose of part of the raised funds for the acquisition of the company’s equity and trademark (Announcement No.: 2022-003).
Voting results: 9 in favor, 0 against and 0 abstention. The motion was passed.
Avoidance of voting: this proposal does not involve related party transactions, and there is no need to avoid voting.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) deliberated and passed the proposal on cash acquisition of equity and trademark of the company
The board of directors agreed to sign the equity acquisition agreement on 79% equity of Zhejiang Junlan Hotel Management Co., Ltd., the equity acquisition agreement on 70% equity of Jinglan Hotel Investment Management Co., Ltd. and the trade mark transfer agreement on “Junlan” series trademarks with Junlan Hotel Group Co., Ltd., which shall be determined through negotiation by all parties to the transaction, The purchase price of 79% equity of Zhejiang Junlan Hotel Management Co., Ltd. is 66 million yuan, the purchase price of 70% equity of Jinglan Hotel Investment Management Co., Ltd. is 14 million yuan, and the transfer price of “Junlan” series trademarks is 60 million yuan. The company plans to use the raised funds of 140 million yuan to pay the above equity purchase and trademark transfer.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Announcement on cash acquisition of equity and trademark of the company (Announcement No.: 2022-004).
Voting results: 9 in favor, 0 against and 0 abstention. The motion was passed.
Avoidance of voting: this proposal does not involve related party transactions, and there is no need to avoid voting.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(III) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company plans to hold the first extraordinary general meeting of shareholders in 2022 on February 10, 2022.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-005).
Voting results: 9 in favor, 0 against and 0 abstention. The motion was passed.
Avoidance of voting: this proposal does not involve related party transactions, and there is no need to avoid voting.
3、 Documents for future reference
1. Resolutions of the 6th meeting of the 3rd board of directors;
2. Independent opinions of independent directors on matters related to the sixth meeting of the third board of directors.
It is hereby announced.
Zhejiang Ssaw Boutique Hotels Co.Ltd(301073) board of directors January 22, 2022
