The 8th meeting of the 4th board of directors of J

2022-07-25
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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

I. convening of the meeting

1. Time and method of meeting notice: the meeting has been notified to all directors, supervisors and senior managers by email or by email on march3,2017

2. Time, place and method of the meeting: the meeting was held on March 8, 2017 in the multi-functional conference room on the third floor of the company's No. 3 base by means of on-site voting combined with communication

3. Attendance at the meeting: 7 directors should attend the meeting and 7 actually attended the meeting (including Mr. zhangzonglie, Mr. wangdezhong and Mr. Xiaobo who attended and voted by means of communication)

4. Presiding over the meeting and non voting attendees: the meeting was presided over by Mr. wujianxin, chairman of the board, and all supervisors and some senior managers of the company attended the meeting

5. Meeting compliance: the meeting of the board of directors was held in accordance with the provisions of the company law, the securities law and the articles of association

II. Deliberation at the meeting

1. Proposal on Amending the articles of association

according to the reply on Approving the non-public offering of shares by Jiangsu Shentong Valve Co., Ltd. (zjxk [2017] No. 82) of the CSRC, the company issued 23502538 RMB ordinary shares to 8 qualified investors in the form of non-public offering, The above-mentioned newly added shares have gone through the registration formalities with China Securities Depository and Clearing Corporation Limited Shenzhen Branch and were listed on the Shenzhen Stock Exchange on February 24, 2017. Due to the increase of registered capital, the company needs to make corresponding amendments to the total share capital and registered capital in the articles of association. The board of directors requests the general meeting of shareholders to authorize the management of the company to go through the corresponding industrial and commercial change registration procedures after the amendment of the articles of association

voting result: 7 affirmative votes; Against: 0; Abstention: 0 votes. This is mainly because the proposal on the measured experimental data was passed, and it was agreed to submit it to the second temporary shareholders' meeting in 2017 to stimulate the development of the film blowing machine manufacturing machinery industry

for details, see the announcement on Amending the articles of Association published in the securities times, Shanghai Securities News and cninfo () on March 9, 2017. (Announcement No.)

2. The proposal on signing the tripartite supervision agreement on raised funds

in order to regulate the management and use of raised funds and protect the rights and interests of small and medium-sized investors, in accordance with the provisions of relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of companies listed on the small and medium-sized enterprise board of Shenzhen Stock Exchange, The company, together with the sponsor CITIC Securities (16.370, -0.08, -0.49%), signed the tripartite supervision agreement on raised funds with Agricultural Bank of China (3.250, 0.01, 0.31%) Qidong branch and Bank of China (3.640, 0.00, 0.00%) Qidong branch respectively; Jiangsu Dongyuan Valve Testing Technology Co., Ltd. (hereinafter referred to as "Dongyuan testing") is a wholly-owned subsidiary of the company. According to the company's 2016 feasibility study report on investment projects funded by non-public development bank stock, one of the raised investment projects "special valve testing platform project" is implemented by the wholly-owned subsidiary Dongyuan testing. Dongyuan testing, together with the company CITIC Securities and Qidong branch of Industrial Bank (16.530, -0.06, -0.36%) jointly signed the tripartite supervision agreement on raised funds

voting result: 7 affirmative votes; Against: 0; Abstention: 0 votes. The bill was passed

for details, see the announcement on signing the tripartite supervision agreement for raised funds published on the company's designated information disclosure media, securities times, Shanghai Securities News and cninfo () on March 9, 2017. (Announcement No.)

3. Proposal on cash management using temporarily idle raised funds

in order to improve the efficiency of the use of funds raised by the company (including wholly-owned subsidiaries) through non-public offering of shares, the company plans to, without affecting the use of raised funds, according to the investment plan and construction progress of the investment projects funded by raised funds, and on the premise of ensuring the safety of funds, in accordance with the Listing Rules of small and medium sized enterprise board of Shenzhen Stock Exchange According to the provisions of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the company and its wholly-owned subsidiaries intend to use temporary idle raised funds of no more than RMB 350million for cash management

voting result: 7 votes agreed. In the future, we will accelerate the development of intelligent automobile detection equipment; Against: 0; Abstention: 0 votes. The proposal was passed and agreed to be submitted to the second extraordinary general meeting of shareholders in 2017 for deliberation

for details, please refer to the announcement on cash management with temporarily idle raised funds (Announcement No.:) published on the company's designated information disclosure media securities times, Shanghai Securities News and cninfo () on March 9, 2017

after review, the independent directors express the following independent opinions: the company (including the wholly-owned subsidiary) uses the temporarily idle raised funds for cash management this time, which is conducive to improving the cash management income of the temporarily idle raised funds, does not affect the normal progress of the investment projects of the raised funds, and does not change the investment direction of the raised funds in a disguised manner, damaging the interests of the company and all shareholders, It complies with the relevant provisions of the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the standardized operation of companies listed on the SME Board of Shenzhen Stock Exchange. Now some enterprises have begun to get out of their mistakes. The decision-making and deliberation procedures for this matter are legal and compliant. Therefore, we unanimously agree that the company and its wholly-owned subsidiaries will use the temporarily idle raised funds of no more than RMB 350million for cash management, and this amount can be used in a rolling manner within the validity period of 12 months after the approval of the general meeting of shareholders

after review, the board of supervisors believes that the company (including the wholly-owned subsidiary) has used the temporarily idle raised funds for cash management, performed the necessary approval procedures, and improved the use efficiency and income of the company's raised funds on the premise of ensuring the normal implementation of the company's daily operation and the investment plan of the raised funds, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and minority shareholders. We agree that the company and its wholly-owned subsidiaries use idle raised funds of no more than RMB 350million for cash management

opinions issued by the sponsor CITIC Securities Co., Ltd.: after verification, the sponsor believes that the cash management of Jiangsu Shentong using the temporarily idle raised funds has been approved at the 8th meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors, and the independent directors have also issued clear consent opinions, but still need to be submitted to the general meeting of shareholders for deliberation. The investment decision-making procedures performed by the company comply with the articles of association, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the standardized operation of companies listed on the SME Board of Shenzhen Stock Exchange (revised in 2015), the stock listing rules of Shenzhen Stock Exchange (revised in 2014) and other relevant laws and regulations. The company's use of the temporarily idle raised funds for cash management does not change the use of the raised funds in a disguised manner, does not affect the construction of the investment projects of the raised funds and the use of the raised funds, nor does it affect the normal operation of the company, which is in line with the interests of the company and all shareholders, and does not damage the interests of the company and all shareholders, especially the minority shareholders. The sponsor agrees that Jiangsu Shentong will use some idle raised funds for cash management this time

for details of the above opinions of the board of supervisors, see the company's announcement on the resolutions of the 6th meeting of the 4th board of supervisors (Announcement No.:) published in the securities times, Shanghai Securities News and cninfo () on March 9, 2017

for details of the opinions of the above independent directors and the opinions of the sponsor, see the independent opinions of the independent directors of Jiangsu Shentong Valve Co., Ltd. on matters related to the eighth meeting of the Fourth Board of directors and the verification opinions of CITIC Securities Co., Ltd. on the company's use of idle raised funds for cash management published on cninfo () on March 9, 2017

4. Proposal on convening the second extraordinary general meeting of shareholders in 2017

in view of the fact that the proposal on Amending the articles of association and the proposal on using temporarily idle raised funds for cash management need to be considered and adopted by the general meeting of shareholders, The second extraordinary general meeting of shareholders of the company in 2017 will be held at 14:00 p.m. on March 24, 2017 in the multi-functional conference room on the third floor of the company's No. 2 base in Nanyang Town, Qidong City, Jiangsu Province by combining on-site voting and online voting

voting result: 7 affirmative votes; Against: 0; Abstention: 0 votes. The bill was passed

for details of the meeting notice, please refer to the notice on convening the second extraordinary general meeting in 2017 (Announcement No.:) published on the company's designated information disclosure media securities times, Shanghai Securities News and cninfo () on March 9, 2017

III. documents for future reference

1. Resolutions of the 8th meeting of the 4th board of directors of Jiangsu Shentong Valve Co., Ltd

it is hereby announced

board of directors of Jiangsu Shentong Valve Co., Ltd.

March 8, 2017

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