Securities code: 300938 securities abbreviation: Emtek (Shenzhen) Co.Ltd(300938) Announcement No.: 2022-013 Emtek (Shenzhen) Co.Ltd(300938)
Announcement on the resolutions of the 26th meeting of the third 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. The 26th meeting of the third board of directors of Emtek (Shenzhen) Co.Ltd(300938) (hereinafter referred to as “the company”) was notified by telephone, Internet and personal delivery on February 8, 2022, and was held in the conference room of the company by on-site and communication on February 11, 2022.
2. There were 9 directors who should attend the board meeting, 9 actually attended the meeting and 3 non voting supervisors.
3. The meeting was presided over by Chairman LV Jiezhong, and directors and supervisors attended as nonvoting delegates. The convening and voting procedures of the meeting shall comply with the provisions of relevant laws, regulations, rules and the articles of association. After careful consideration by all directors, the following resolutions were reached at the meeting:
2、 Audit of board meeting
(I) deliberated and passed the proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the Fourth Board of directors
The term of office of the third board of directors of the company is about to expire. In accordance with the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other laws and regulations, normative documents and relevant provisions of the articles of association, The board of directors of the company will conduct general election in accordance with relevant legal procedures. After the qualification examination conducted by the nomination committee of the board of directors, the board of directors of the company nominated Mr. LV Jiezhong, Mr. LV Baozhong, Mr. Wang Jianjun, Mr. Li Guoping, Mr. Li Shengsheng and Mr. Xiao Zhong as candidates for non independent directors of the Fourth Board of directors of the company, with a term of office of three years from the date of deliberation and approval by the general meeting of shareholders of the company.
The independent directors of the third board of directors of the company issued their opinions on this proposal. For details, see the independent opinions of independent directors on matters related to the 26th meeting of the third board of directors and the announcement on the general election of the board of directors published on the gem information disclosure website designated by the CSRC on the same day. The proposal adopts the method of voting item by item for the nomination of each candidate. The specific voting results are as follows:
1. Elect Mr. LV Jiezhong as the candidate for non independent director of the Fourth Board of directors, with 9 affirmative votes, 0 negative votes and 0 abstention votes;
2. Elect Mr. LV Baozhong as the candidate for non independent director of the Fourth Board of directors, with 9 affirmative votes, 0 negative votes and 0 abstention votes;
3. Mr. Wang Jianjun was elected as a candidate for non independent directors of the Fourth Board of directors, with 9 affirmative votes, 0 negative votes and 0 abstention votes;
4. Elect Mr. Li Guoping as a candidate for non independent directors of the Fourth Board of directors, with 9 affirmative votes, 0 negative votes and 0 abstention votes;
5. Elect Mr. Li Shengsheng as the candidate for non independent director of the Fourth Board of directors, with 9 affirmative votes, 0 negative votes and 0 abstention votes;
6. Elect Mr. Xiao Zhongguo as the candidate for non independent director of the Fourth Board of directors, with 9 affirmative votes, 0 negative votes and 0 abstention votes;
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the general election of the board of directors and the nomination of independent director candidates for the Fourth Board of directors
The term of office of the third board of directors of the company is about to expire. In accordance with the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other laws and regulations, normative documents and relevant provisions of the articles of association, The board of directors of the company will conduct general election in accordance with relevant legal procedures. After the qualification examination by the nomination committee of the board of directors, the board of directors of the company nominated Ms. Zhang Min, Mr. Chen ruohua and Mr. Wu Hualiang as candidates for independent directors of the Fourth Board of directors of the company for a term of three years from the date of deliberation and approval by the general meeting of shareholders of the company.
Among the candidates for independent directors, Ms. Zhang Min and Mr. Chen ruohua have obtained the qualification certificate of independent directors recognized by Shenzhen Stock Exchange, but Mr. Wu Hualiang has not obtained it, but he has made a written commitment to participate in the latest independent director training and obtain the qualification certificate of independent directors recognized by Shenzhen Stock exchange. Candidates for independent directors shall be reported to Shenzhen stock exchange for filing and approval, and can be submitted to the general meeting of shareholders of the company for deliberation only after there is no objection.
The independent directors of the third board of directors of the company issued their opinions on this proposal. Independent director candidates and nominees have issued statements. For details, see the independent opinions of independent directors on matters related to the 26th meeting of the third board of directors, the announcement on the general election of the board of directors, the statement of independent director nominees and the statement of independent director candidates published on the gem information disclosure website designated by the CSRC on the same day.
The proposal adopts the method of voting item by item for the nomination of each candidate. The specific voting results are as follows:
1. Zhang Min was elected as the candidate for independent director of the Fourth Board of directors, with 9 affirmative votes, 0 negative votes and 0 abstention votes;
2. Elect Chen ruohua as the candidate for independent director of the Fourth Board of directors, with 9 affirmative votes, 0 negative votes and 0 abstention votes;
3. Wu Hualiang was elected as the candidate for independent director of the Fourth Board of directors, with 9 affirmative votes, 0 negative votes and 0 abstention votes;
Mr. Zou Haiyan, an independent director of the third board of directors of the company, will no longer serve as an independent director of the Fourth Board of directors after the expiration of his term of office. The board of directors of the company expresses its heartfelt thanks for his work during his term of office.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) the proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
According to the provisions of the company law and the articles of association, the company plans to propose to convene the second extraordinary general meeting of shareholders in 2022 on February 28, 2022. For details, please refer to the relevant announcement of the company published on the gem information disclosure website cninfo website designated by the CSRC on the same day as this announcement.
The number of consent votes is 9; No negative votes; The number of abstentions was 0.
3、 Documents for future reference
1. Resolution of the 26th meeting of the 3rd board of directors.
It is hereby announced.
Emtek (Shenzhen) Co.Ltd(300938) board of directors February 11, 2022
