Securities code: 300567 securities abbreviation: Wuhan Jingce Electronic Group Co.Ltd(300567) Announcement No.: 2022-027 Wuhan Jingce Electronic Group Co.Ltd(300567)
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、 Meetings of the board of directors
After the members of the Fourth Board of directors were elected at the first extraordinary general meeting of shareholders in 2022, the first meeting of the Fourth Board of directors was held in the conference room of the company at No. 22, liufangyuan South Road, East Lake New Technology Development Zone, Wuhan in the afternoon of February 11, 2022, The notice of the meeting was sent by e-mail on February 8, 2022.
There were 9 directors who should attend the meeting, and 9 actually attended the meeting (including 2 by means of communication voting). The directors Mr. Chen Kai and Mr. Shen Yafei attended the meeting by means of communication voting. The meeting was presided over by the director Mr. Peng Qian, and the company’s supervisors and some senior managers attended the meeting as nonvoting delegates. The convening and voting procedures of this meeting comply with the relevant laws and regulations such as the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the relevant provisions of the Wuhan Jingce Electronic Group Co.Ltd(300567) articles of Association (hereinafter referred to as the “articles of association”), and the meeting is legal and effective.
2、 Deliberations of the board meeting
After careful consideration by the directors attending the meeting, the following resolutions are adopted:
(I) the meeting deliberated and adopted the proposal on capital increase of holding subsidiaries and related party transactions by 8 affirmative votes, 0 negative votes, 0 abstention votes and 1 abstention vote (the related party Peng Qian abstained from voting);
For details, please refer to the company’s website on February 12, 2022（ http://www.cn.info.com.cn. ）The Wuhan Jingce Electronic Group Co.Ltd(300567) announcement on capital increase and related party transactions of holding subsidiaries disclosed.
Independent directors issued prior approval and independent opinions, and the recommendation institution China Merchants Securities Co.Ltd(600999) issued special verification opinions. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) the meeting deliberated and adopted the proposal on providing financial assistance to holding subsidiaries by 8 affirmative votes, 0 negative votes, 0 abstention votes and 1 abstention vote (Peng Qian, the related party, abstained from voting);
It is agreed that Shanghai Precision Measurement Semiconductor Technology Co., Ltd. shall provide financial assistance of no more than 25 million yuan (inclusive) to Shanghai Jingji micro Semiconductor Technology Co., Ltd., a holding subsidiary.
For details, please refer to the company’s website on February 12, 2022（ http://www.cn.info.com.cn. ）Disclosure of Wuhan Jingce Electronic Group Co.Ltd(300567) announcement on providing financial assistance to holding subsidiaries.
The independent directors issued independent opinions and the recommendation institution China Merchants Securities Co.Ltd(600999) issued special verification opinions. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(III) the meeting deliberated and adopted the proposal on the election of chairman and vice chairman of the Fourth Board of directors by 9 affirmative votes, 0 negative votes and 0 abstention votes;
The Fourth Board of directors of the company was elected at the first extraordinary general meeting of shareholders in 2022. The Fourth Board of directors of the company is composed of 9 directors. In accordance with the company law, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies (hereinafter referred to as “standardized operation of GEM listed companies”) and other laws and regulations According to the relevant provisions of the normative documents, the articles of association and the rules of procedure of the Wuhan Jingce Electronic Group Co.Ltd(300567) board of directors, the board of directors agreed to elect Mr. Peng Qian as the chairman of the Fourth Board of directors and Mr. Chen Kai as the vice chairman of the Fourth Board of directors. The term of office is three years from the date of deliberation and approval of the board of directors. See the appendix for the resumes of the above personnel.
(IV) the meeting deliberated and adopted the proposal on the election of members of the special committee of the Fourth Board of directors of the company with 9 affirmative votes, 0 negative votes and 0 abstention;
The Fourth Board of directors of the company was elected at the first extraordinary general meeting of shareholders in 2022. In accordance with the governance standards of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules of GEM stocks”), the standardized operation of GEM listed companies and other laws and regulations, normative documents, the articles of association and other relevant provisions, The board of directors of the company has four special committees: Strategy Committee, audit committee, nomination committee and salary and assessment committee.
The board of directors agrees to elect the following members as members of the special committees of the Fourth Board of directors of the company:
Name of special committee members of special committee chairman
Strategy Committee Peng Qian, Chen Kai, Ma Chuangang Peng Qian
Audit committee Ji Xiaoqin, Lu Zaiping, Chen Kaiji Xiaoqin
Nomination Committee Ji Xiaoqin, Lu Zaiping, Chen Kailu Zaiping
Salary and assessment committee Peng Qian, Ji Xiaoqin, Ma Chuangang
The term of office of Mr. Peng Qian, Mr. Chen Kai, Ms. Ji Xiaoqin, Mr. Lu Zaiping and Mr. Ma Chuangang, members of the professional committee, shall be three years from the date of deliberation and approval by the board of directors.
(V) the meeting deliberated and adopted the proposal on the appointment of senior managers and securities affairs representatives of the company with 9 affirmative votes, 0 negative votes and 0 abstention;
Mr. Liu Jun and Mr. Ma Shen are appointed by the board of directors of the listed company and the relevant laws and regulations such as the regulations of the law of the people’s Republic of China on the stock exchange, the articles of association of the listed company, and the general committee of the gem Mr. Liu Binghua is the deputy general manager of the company and agrees to appoint Mr. Liu Binghua as the Secretary of the board of directors, Ms. you Lijuan as the financial director of the company, Ms. Wu Luling as the audit director of the company and Ms. Cheng Min as the representative of the company’s securities affairs. The term of office is three years from the date of deliberation and approval of the board of directors. See the appendix for the resumes of the above personnel.
Independent directors have expressed independent opinions on the appointment of senior managers by the company. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
(VI) the meeting deliberated and adopted the announcement on determining voluntary disclosure standards by 9 votes in favor, 0 against and 0 abstention;
For details, please refer to the company’s website on February 12, 2022（ http://www.cn.info.com.cn. ）The Wuhan Jingce Electronic Group Co.Ltd(300567) announcement on determining voluntary disclosure standards.
(VII) the proposal on convening the second extraordinary general meeting of shareholders of the company in 2022 was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention;
The company is scheduled to hold the second extraordinary general meeting of shareholders in 2022 at 15:00 on February 28, 2022 in the company’s conference room, No. 22, liufangyuan South Road, East Lake New Technology Development Zone, Wuhan by combining on-site voting and online voting. For details, please refer to the company’s website on February 12, 2022（ http://www.cn.info.com.cn. ）The Wuhan Jingce Electronic Group Co.Ltd(300567) notice on convening the second extraordinary general meeting of shareholders in 2022 disclosed.
3、 Documents for future reference
1. Resolution of the first meeting of the Wuhan Jingce Electronic Group Co.Ltd(300567) Fourth Board of directors; 2. Prior approval opinions of Wuhan Jingce Electronic Group Co.Ltd(300567) independent directors on matters related to the first meeting of the Fourth Board of directors;
3. Independent opinions of Wuhan Jingce Electronic Group Co.Ltd(300567) independent directors on matters related to the first meeting of the Fourth Board of directors.
It is hereby announced.
Wuhan Jingce Electronic Group Co.Ltd(300567) board of directors February 11, 2022 Annex:
Peng Qian: Chinese nationality, without permanent residency abroad, male, born in 1974, bachelor degree, major in refrigeration equipment and low temperature technology. From June 1997 to June 2004, he served as deputy director of the business department of Guangzhou espec Environmental Instruments Co., Ltd., engaged in marketing; June 2004 to November 2005 is the preparatory period for entrepreneurship; From November 2005 to August 2009, he served as the executive director of Wuhan intist Electronic Technology Co., Ltd., engaged in marketing; From June 2006 to December 2010, he served as the executive director and manager of Guangzhou Huace Electronic Technology Co., Ltd., engaged in marketing. From April 2006 to now, he has successively served as Wuhan Jingce Electronic Group Co.Ltd(300567) supervisor, executive director, manager, chairman and general manager, and is fully responsible for the operation of the company. Currently Wuhan Jingce Electronic Group Co.Ltd(300567) chairman and general manager. As of the disclosure date of this announcement, Mr. Peng Qian directly holds 70112000 shares of the company, indirectly holds 2432100 shares of the company through Wuhan Jingzhi Investment Center (limited partnership) and Wuhan Jingrui Investment Center (limited partnership), and holds 72544100 shares of the company in total, accounting for 26.08% of the total share capital of the company. Mr. Peng Qian is the controlling shareholder and actual controller of the company. He has no relationship with other shareholders holding more than 5% of the company’s shares, other directors, supervisors and other senior managers. He has not been punished by the CSRC and other relevant departments and the stock exchange. There is no article 3.2.3 of the standard operation of companies listed on GEM The circumstances specified in article 3.2.4 are not dishonest and meet the employment conditions specified in the company law and the articles of association.
Chen Kai: Chinese nationality, without permanent residency abroad, male, born in 1977, with postgraduate education, majoring in communication and information system. From 1999 to 2008, he successively engaged in R & D work in Wuhan Zhongyou Technology Co., Ltd., Wuhan Changzheng Rocket Technology Co., Ltd., Wuhan Institute of Posts and telecommunications and Wuhan intist Electronic Technology Co., Ltd. Since May 2008, he has successively served as the manager, supervisor, deputy general manager and general manager of Wuhan Jingce Electronic Group Co.Ltd(300567) product department, mainly responsible for the company’s R & D and production business. Currently Wuhan Jingce Electronic Group Co.Ltd(300567) vice chairman.
As of the disclosure date of this announcement, Mr. Chen Kai directly holds 22529813 shares of the company, accounting for 8.10% of the total share capital of the company; It has no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the company’s shares, has not been punished by the CSRC and other relevant departments and the stock exchange, has not been under the circumstances specified in articles 3.2.3 and 3.2.4 of the standard operation of GEM listed companies, and is not a person subject to dishonesty, Meet the requirements of the company law and the articles of association.
Shen Yafei: Chinese nationality, without permanent residency abroad, male, born in 1978, bachelor degree, major in electronics and information system. From 2000 to 2009, he worked as a hardware R & D Engineer in Wuhan Wuda Yingkang integrated media Co., Ltd., Wuhan Changzheng Rocket Technology Co., Ltd., Fiberhome Telecommunication Technologies Co.Ltd(600498) broadband access department, and engaged in hardware R & D. Since 2009, he has successively served as the manager and deputy general manager of Wuhan Jingce Electronic Group Co.Ltd(300567) R & D department, mainly engaged in R & D. Currently Wuhan Jingce Electronic Group Co.Ltd(300567) director and deputy general manager.
As of the disclosure date of this announcement, Mr. Shen Yafei directly held 2109478 shares of the company and indirectly held 210107 shares of the company through Wuhan Jingzhi Investment Center (limited partnership), holding a total of 2319585 shares of the company, accounting for 0.83% of the total share capital of the company; It has no relationship with shareholders, actual controllers, other directors, supervisors and other senior managers holding more than 5% of the company’s shares, has not been punished by the CSRC and other relevant departments and the stock exchange, has not been under the circumstances specified in articles 3.2.3 and 3.2.4 of the standard operation of GEM listed companies, and is not a person subject to dishonesty, Meet the requirements of the company law and the articles of association.
Liu ronghua: Chinese nationality, without overseas permanent residency, male, born in 1985, bachelor degree, major in automation. Joined Wuhan Jingce Electronic Group Co.Ltd(300567) in 2006 and successively served as the company’s R & D Engineer, project manager, product line manager and business division manager, responsible for the planning, R & D and operation of technology and products; Served as director and general manager of Wuhan Jingli Electronic Technology Co., Ltd. and other important subsidiaries, and now serves as Wuhan Jingce Electronic Group Co.Ltd(300567) director, deputy general manager and general manager of display business group.
As of the disclosure date of this announcement, Mr. Liu ronghua did not directly hold the shares of the company, but indirectly held 329076 shares of the company through Wuhan Jingzhi Investment Center (limited partnership), accounting for 0.12% of the total share capital of the company; It has no relationship with shareholders, actual controllers, directors, supervisors and senior managers holding more than 5% of the company’s shares, has not been punished by the CSRC and other relevant departments and the stock exchange, has not been under the circumstances specified in articles 3.2.3 and 3.2.4 of the standard operation of GEM listed companies, and is not a person subject to dishonesty, Meet the requirements of the company law and the articles of association.
Yang Shendong: Chinese nationality, without permanent residency abroad, male, born in 1977, with postgraduate education, majoring in material physics and chemistry. calendar
