Securities code: 300603 stock abbreviation: Leon Technology Co.Ltd(300603) No.: 2022-010 Leon Technology Co.Ltd(300603)
Announcement of the 4th meeting of the 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. Leon Technology Co.Ltd(300603) (hereinafter referred to as "the company") held the first meeting of the Fourth Board of directors (hereinafter referred to as "the meeting") immediately after the members of the Fourth Board of directors were elected at the first extraordinary general meeting of shareholders in 2022. According to the provisions of the articles of Association, with the consent of all directors of the Fourth Board of directors, the time requirements for the notice of the meeting were exempted. The notice of the meeting was sent by telephone It shall be delivered to all directors orally. 2. The meeting was held on February 14, 2022 in the conference room of the company at No. 518 Yanshan street, Urumqi Economic and Technological Development Zone by combining on-site and communication.
3. There are 9 directors who should attend the meeting and 9 actually attended the meeting. Among them, Ms. Ge Liangdi, director, Mr. Qian Chifeng, director, Ms. Wang Zixuan, and Mr. Luan Ling, independent director attended the meeting by means of communication.
4. The meeting was presided over by Mr. Wang Gang, a director elected by all directors. Members of the board of supervisors, the Secretary of the board of directors and senior managers of the company attended the meeting as nonvoting delegates.
5. The meeting was held in accordance with the relevant provisions of the company law and the articles of association, and the resolutions of the meeting are valid.
2、 Deliberations of the board meeting
1. Deliberated and adopted the proposal on the election of the chairman of the Fourth Board of directors
In accordance with the company law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association, the company has conducted the general election of the Fourth Board of directors in accordance with relevant legal procedures, The members of the Fourth Board of directors unanimously agreed to elect Mr. Wang Gang as the chairman of the Fourth Board of directors of the company. The term of office starts from the date of deliberation and approval of the current board of directors to the expiration of the term of office of the current board of directors.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
The resume of Mr. Wang Gang, chairman of the board of directors, is detailed in the company's website (www.cn. Info. Com. CN.) on January 27, 2022 Relevant announcements.
2. Deliberated and adopted the proposal on the election of members of the special committee of the Fourth Board of directors
Whereas the board of directors of the company has completed the general election, in accordance with the company law, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - Introduction to the standardized operation of listed companies on the gem and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association and the working rules of the special committee of the board of directors of the company, In order to improve and optimize the corporate governance structure of the company and strengthen the management and operation of the board of directors, according to the nomination and recommendation of the board of directors and the qualification examination of the nomination committee of the board of directors, the board of directors of the company elects the following members to form four special committees: Audit Committee, salary and assessment committee, nomination committee and Strategy Committee, The term of office starts from the date of deliberation and approval of this board of directors to the expiration of the Fourth Board of directors of the company, as follows:
No. name of committee chairman
1 audit committee Yao Wenying, Luan Ling, Zhou Lu
2. Remuneration and assessment committee Guan Yong, Yao Wenying and Yao aibin
3 Nomination Committee Luan Ling, Yao Wenying and Wang Gang
4 Strategy Committee Wang Gang, Yao Wenying, Guan Yong, Luan Ling, GE Liangdi
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the company's release on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
3. Deliberated and passed the proposal on appointing the president of the company
Since the board of directors of the company has completed the change of office, the company employs the president in accordance with relevant legal procedures 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 companies listed on gem and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association, According to the nomination and recommendation of the chairman, Mr. Zhou Lu is elected as the president of the company. The term of office starts from the date of deliberation and approval of the current board of directors to the expiration of the Fourth Board of directors of the company.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company expressed their independent opinions on this matter.
For details, please refer to the company's release on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
4. The proposal on the appointment of vice president, chief financial officer and chief engineer of the company was deliberated and passed one by one
In accordance with the company law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 - standardized operation of GEM listed companies and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association, the company employs senior managers in accordance with relevant legal procedures, and according to the nomination and recommendation of the president, Appoint Mr. Wang Yi, Mr. Li GANGYE, Ms. Yao aibin, Ms. song Lili, Mr. Li Zhangqing and Mr. Qian Guolai as the vice presidents of the company; Appoint Ms. Yao aibin as the chief financial officer of the company; Appoint Mr. Tian Junfa as the chief engineer of the company. The term of office starts from the date of deliberation and approval of this board of directors to the expiration of the Fourth Board of directors of the company.
4.01 proposal on appointing Mr. Wang Yi as vice president of the company
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
4.02 proposal on appointing Mr. Li GANGYE as vice president of the company
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
4.03 proposal on appointing Ms. Yao aibin as vice president and chief financial officer of the company
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
4.04 proposal on appointing Ms. song Lili as vice president of the company
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
4.05 proposal on appointing Mr. Li Zhangqing as vice president of the company
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
4.06 proposal on appointing Mr. Qian Guolai as vice president of the company
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
4.07 proposal on appointing Mr. Tian Junfa as the chief engineer of the company
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed their independent opinions on the above matters.
For details, please refer to the company's release on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
5. The proposal on the appointment of the Secretary of the board of directors and securities affairs representative of the company was deliberated and adopted one by one
Whereas the board of directors of the company has completed the change of office, 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, regulations and normative documents, as well as the relevant provisions of the articles of association, The company engaged senior managers in accordance with relevant legal procedures. According to the nomination and recommendation of the chairman, the company appointed Ms. song Lili, vice president, as the Secretary of the board of directors and Ms. Zhu Peiru as the representative of the company's securities affairs. All the above personnel have obtained the qualification certificate of Secretary of the board of directors issued by Shenzhen Stock Exchange, The term of office starts from the date of deliberation and approval of this board of directors to the expiration of the Fourth Board of directors of the company.
5.01 proposal on appointing Ms. song Lili as secretary of the board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
5.02 proposal on appointing Ms. Zhu Peiru as the securities affairs representative of the company
Voting results: 0 votes, 9 abstentions.
The independent directors of the company have expressed their independent opinions on the above matters.
For details, please refer to the company's release on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
6. Deliberated and passed the proposal on the remuneration scheme of the company's senior managers
According to the company's relevant systems such as the detailed rules for the work of the remuneration and assessment committee, in order to fully mobilize the enthusiasm and creativity of the company's senior managers, improve the operation and management level, and promote the steady, effective and long-term healthy development of the company, in accordance with the principle of coordination of risk, responsibility and interests, Combined with the actual operation of the company and referring to the salary level of the industry, the salary scheme of the company's senior managers is formulated. The specific scheme is as follows: the salary composition of senior managers of the company includes basic salary, social insurance, housing provident fund, performance salary, year-end bonus, reward and punishment, etc; The basic salary is determined according to the importance of the position, the salary level of the position in the industry, my qualifications and abilities and other factors, and is paid on a monthly basis; Pay for performance, year-end bonus, reward and punishment, etc. shall be comprehensively assessed in combination with the company's annual operating performance, and shall be paid or fined after the end of the previous year; Social insurance, housing provident fund and welfare shall be paid in accordance with relevant laws and regulations and in combination with the actual situation of the company.
Related directors Mr. Zhou Lu and Ms. Yao aibin avoided voting and did not exercise voting rights on behalf of other directors. Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on the above matters.
7. Deliberated and passed the proposal on the realization of accounts receivable commitments in major asset restructuring and the compensation scheme for accounts receivable commitments and the repurchase and cancellation of corresponding compensation shares
According to the special audit report Leon Technology Co.Ltd(300603) on the recovery of accounts receivable of Hangzhou wochi Technology Co., Ltd. Leon Technology Co.Ltd(300603) and the special audit report Leon Technology Co.Ltd(300603) on the recovery of accounts receivable of Guangzhou Dayi Internet Technology Co., Ltd. issued by Lixin Certified Public Accountants (special general partnership), as well as the company, Jinpo and its persons acting in concert According to the performance compensation agreement signed by the company with Qian Chifeng and the persons acting in concert, Jinpo, Qian Chifeng and the persons acting in concert need to fulfill the compensation obligation for the unrealized promises of accounts receivable. Upon review by the board of directors, it is considered that the compensation scheme for accounts receivable complies with the agreement, the procedures for repurchase and cancellation of corresponding compensation shares are legal and compliant, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Mr. Qian Chifeng, a related director, avoided voting and did not exercise voting rights on behalf of other directors.
Voting results: 8 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this matter.
This proposal must be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
For details, please refer to the company's release on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
8. The proposal on changing the registered capital of the company and amending the articles of association was deliberated and passed
The board of directors of the company agreed to reduce the registered capital of the company due to the implementation of the promised compensation scheme for accounts receivable in major asset restructuring and revise the relevant provisions in the articles of association. After the share repurchase and cancellation corresponding to the promised compensation scheme for accounts receivable in major asset restructuring, the revision of the total share capital of the company from 363941842 shares to 357934999 shares complies with the provisions of relevant laws and regulations, There is no situation that damages the interests of the company and all shareholders. The general meeting of shareholders is requested to authorize the board of directors and relevant authorized persons to handle the filing procedures of the articles of association and industrial and commercial change procedures with the company's industrial and commercial registration authority.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the second extraordinary general meeting of the company in 2022 for deliberation and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
For details, please refer to the company's release on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
9. The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
After deliberation, the board of Directors believes that according to the company law of the people's Republic of China, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and the relevant provisions of the articles of association, the relevant proposals of the first meeting of the Fourth Board of directors of the company involve the functions and powers of the general meeting of shareholders and need to be submitted to the general meeting of shareholders for deliberation. The company plans to hold the second extraordinary general meeting of shareholders in 2022 in the company's conference room on March 3, 2022. This general meeting of shareholders adopts the combination of on-site voting and online voting.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the company's release on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
3、 Documents for future reference
1. Resolutions of the first meeting of the Fourth Board of directors;
2. Independent opinions of independent directors on matters related to the first meeting of the Fourth Board of directors.
It is hereby announced.
Leon Technology Co.Ltd(300603) board of directors February 14, 2022
