Securities code: 300474 securities abbreviation: Changsha Jingjia Microelectronics Co.Ltd(300474) Announcement No.: 2022-010 Changsha Jingjia Microelectronics Co.Ltd(300474)
Announcement of resolutions of the 8th 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 eighth meeting of the Fourth Board of directors was convened by Mr. Zeng Wanhui, chairman of the board of directors. The notice of the meeting was sent by personal delivery, e-mail and other communication methods on February 17, 2022.
2. The meeting of the board of directors was held in the company’s conference room on February 24, 2022, and the voting was conducted by means of on-site voting and communication voting.
7 directors should attend the meeting.
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 relevant provisions of the company law and other laws and regulations and the articles of association, and are legal and effective.
2、 Deliberations of the board meeting
1. The proposal on terminating some raised investment projects and using the raised funds to permanently supplement the working capital was deliberated and adopted
According to the current implementation of the company’s 2018 non-public offering fund-raising investment project “general purpose chip R & D and industrialization project for the field of consumer electronics”, after careful research, it is agreed to terminate the “general purpose chip R & D and industrialization project for the field of consumer electronics” and use the remaining raised funds to permanently supplement the working capital. This change is a prudent decision made according to the implementation of the investment project of the raised funds, which is conducive to improving the use efficiency of the raised funds, meeting the needs of the company’s daily business for working capital, reducing financial costs, meeting the needs of the company’s operation and development, and there is no disguised change in the investment direction of the raised funds and damaging the interests of shareholders.
The examination and approval of this matter has fulfilled the necessary procedures and complies with the provisions of laws and regulations such as 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 the company’s management system for raised funds.
The independent directors of the company have expressed their independent opinions on this proposal, and the sponsor has issued verification opinions. 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 Announcement on terminating some raised investment projects and permanently replenishing working capital with raised funds.
This proposal still needs to be considered by the general meeting of shareholders.
Voting results: 7 in favor, 0 against and 0 abstention.
Ms. Yu Lili and Mr. Zeng Wanhui, the controlling shareholder and actual controller of the company, submitted the letter on adding temporary proposals to the second extraordinary general meeting of the company in 2022 to the board of directors of the company from the perspective of improving the decision-making efficiency of the company, and applied to directly submit the above proposals to the second extraordinary general meeting of the company in 2022 for deliberation.
According to the company law of the people’s Republic of China, the articles of association and the rules of procedure of the general meeting of shareholders: shareholders who individually or jointly hold more than 3% of the company’s shares may put forward interim proposals and submit them to the board of directors in writing 10 days before the general meeting of shareholders. As of the date of this board meeting, Ms. Yu Lili and Mr. Zeng Wanhui have directly held 35.48% of the shares of the company. The above interim proposal belongs to the scope of authority of the general meeting of shareholders, has clear topics and specific resolutions, and complies with the relevant provisions of laws, regulations and the articles of association.
2. The proposal on the estimated amount of daily connected transactions in 2022 was deliberated and adopted
According to the daily business needs of the company, it is agreed that the company plans to have related party transactions with Xi’an Huateng microwave Co., Ltd., Changsha Chaochuang Electronic Technology Co., Ltd., Yangzhou Jianxing Electronic Technology Co., Ltd. and Ningbo maisijie Technology Co., Ltd. in 2022. The main contents of related party transactions are the purchase and sale of goods and the provision of technology, leasing and other services between related parties and the company. Yu Lili and Zeng Wanhui, the directors of the company, as related directors, avoided voting on this proposal. This related party transaction has been approved by the independent directors in advance, and issued clear independent opinions. The board of supervisors of the company issued audit opinions.
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 Announcement on the estimated amount of daily connected transactions in 2022. Voting results: 5 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the Changsha Jingjia Microelectronics Co.Ltd(300474) 8th 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 eighth meeting of the Fourth Board of directors;
3. Independent opinions of Changsha Jingjia Microelectronics Co.Ltd(300474) independent directors on matters related to the eighth meeting of the Fourth Board of directors.
It is hereby announced.
Changsha Jingjia Microelectronics Co.Ltd(300474) board of directors February 24, 2022
