Securities code: 300474 securities abbreviation: Changsha Jingjia Microelectronics Co.Ltd(300474) Announcement No.: 2022-007 Changsha Jingjia Microelectronics Co.Ltd(300474)
Announcement of resolutions of the 7th Meeting of the 4th 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. Changsha Jingjia Microelectronics Co.Ltd(300474) (hereinafter referred to as “the company”) the seventh meeting of the Fourth Board of directors was convened by Mr. Zeng Wanhui, chairman of the board. The notice of the meeting was sent by personal delivery, e-mail and other communication methods on January 26, 2022.
2. The board of directors was held in the company’s conference room on February 9, 2022, and voted by on-site voting and communication voting.
3. The board of directors should be attended by 7 people and 7 people.
4. The board of directors was presided over by Chairman Zeng Wanhui, and some supervisors and some senior executives attended the board of directors as nonvoting delegates.
5. The convening, convening and voting procedures of this board meeting comply with the company law of the people’s Republic of China and other laws and regulations and the relevant provisions of the articles of association, and the meeting is legal and effective.
2、 Deliberations of the board meeting
1. The proposal on granting reserved stock options to incentive objects in 2021 stock option incentive plan was reviewed and approved
According to the measures for the administration of equity incentive of listed companies, the relevant provisions of the company’s 2021 stock option incentive plan (Draft) and the authorization of the company’s first extraordinary general meeting of shareholders in 2021, the board of directors of the company considers that the reserved conditions for granting stock options specified in the incentive plan have been met, and agrees to determine February 9, 2022 as the reserved stock option authorization date, 1333000 reserved stock options were granted to 142 incentive objects. The independent directors of the company expressed their independent opinions on this.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 7 in favor, 0 against and 0 abstention.
2. Deliberated and passed the proposal on foreign investment to participate in the capital increase project of Shanghai everway avionics Co., Ltd
In order to promote the implementation of the company’s overall strategy, Changsha qianzhilong Micro Electronics Co., Ltd., a wholly-owned subsidiary of the company, is approved to increase the capital of Shanghai Everbright avionics Co., Ltd. (hereinafter referred to as “Everbright avionics”) with its own capital of RMB 67.6875 million, and the shareholding ratio after the capital increase of Everbright avionics is 28.50%, And authorize the executive director of the wholly-owned subsidiary or its authorized person to handle relevant matters, including but not limited to signing relevant documents and cooperating in handling industrial and commercial changes.
The independent directors of the company expressed their independent opinions on this.
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the same day on the gem information disclosure website designated by the CSRC Relevant announcements.
Voting results: 7 in favor, 0 against and 0 abstention.
3. Deliberated and passed the proposal on changing accounting firms
Due to the needs of the company’s business development and audit business, the company plans to change the audit institution of 2021 from Tianzhi International Certified Public Accountants (special general partnership) to zhongruicheng Certified Public Accountants (special general partnership), with an employment period of one year. The company has communicated with Tianzhi international in advance on the matter of changing the accounting firm. Tianzhi international is aware of the matter and confirms that it has no objection.
The independent directors of the company expressed their independent opinions on this.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
4. The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company plans to hold the second extraordinary general meeting of shareholders in 2022 on Tuesday, March 15, 2022. This general meeting of shareholders will be held by combining on-site voting and online voting. For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the same day on the gem information disclosure website designated by the CSRC Notice on convening the second extraordinary general meeting of shareholders in 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the Changsha Jingjia Microelectronics Co.Ltd(300474) 7th Meeting of the 4th board of directors;
2. Prior approval opinions of Changsha Jingjia Microelectronics Co.Ltd(300474) independent directors on matters related to the seventh meeting of the Fourth Board of directors;
3. Independent opinions of Changsha Jingjia Microelectronics Co.Ltd(300474) independent directors on matters related to the seventh meeting of the Fourth Board of directors.
It is hereby announced.
Changsha Jingjia Microelectronics Co.Ltd(300474) board of directors February 9, 2022
