Securities code: Nanjing Julong Science & Technology Co.Ltd(300644) securities abbreviation: Nanjing Julong Science & Technology Co.Ltd(300644) Announcement No.: 2022011 Nanjing Anhui Julong Transmission Technology Co.Ltd(300475) Co., Ltd
Announcement on the resolution of the 5th meeting of the 5th 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
The fifth meeting of the Fifth Board of directors of Nanjing Anhui Julong Transmission Technology Co.Ltd(300475) Co., Ltd. (hereinafter referred to as “the company”) was held in the company’s conference room on March 2, 2022 by on-site combined with communication voting. The notice of the meeting was sent by mail and personal delivery on February 25, 2022. The company had 6 directors who should attend the meeting and 6 directors who actually attended the meeting. The meeting was presided over by the chairman, Mr. Liu Shuyang, and some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of the meeting comply with the company law, the articles of association and other relevant provisions, and the resolutions formed are legal and effective.
2、 Deliberations of the board meeting
After careful deliberation by the directors attending the meeting, the meeting adopted the following proposals by open ballot and formed the following resolutions:
(I) deliberated and passed the proposal on by election of independent directors of the 5th board of directors of the company
In view of the death of Mr. Cui Yihua, the independent director of the company, the duties of the independent director are temporarily performed by Mr. Yang Mingbo and Mr. Wang Yuchun. After the deliberation of the board of directors, it is agreed to elect Mr. Yao Zhengjun as the candidate for independent director, serve as the chairman of the nomination committee and the member of the audit committee, and submit it to the general meeting of shareholders for election. If the election is passed, the term of office shall be from the date of deliberation and approval of the general meeting of shareholders to the date of expiration of the term of office of the current board of directors. See the announcement on the by election of independent directors of the 5th board of directors of the company (Announcement No.: 2022013) disclosed by the company on cninfo.com for details. The independent directors of the company expressed their independent opinions on this matter.
Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) deliberated and passed the proposal on changing the implementation mode of some investment projects with raised funds and adjusting the total investment
According to the actual situation, the company will change the implementation method and adjust the total investment of the fourth raised capital investment project “technology R & D center construction project”. The original construction content of the project mainly includes the construction of R & D building and the purchase of R & D equipment. At present, 157534 million yuan of raised funds has been used to purchase R & D equipment. The company changed all the construction contents to the purchase of R & D equipment, adjusted the new R & D building to share the company’s existing office building, and the total investment was adjusted from 52.14 million yuan to 31.92 million yuan.
For details, please refer to the announcement on changing the implementation method of some raised capital investment projects and adjusting the total investment (Announcement No.: 2022014) disclosed by the company on cninfo.com. The independent directors of the company expressed their independent opinions on the matter. The company’s sponsors Debang securities and Huatai United Securities issued verification opinions.
Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(III) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company will hold the first extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on March 18, 2022 in conference room 208 of the company.
For details, see the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022015) disclosed by the company on cninfo.com.
Voting results: 6 in favor, 0 against and 0 abstention.
3、 Documents for future reference
(I) resolution of the 5th meeting of the 5th board of directors of Nanjing Anhui Julong Transmission Technology Co.Ltd(300475) Co., Ltd;
(II) independent opinions of independent directors on relevant matters of the fifth meeting of the Fifth Board of directors of the company; (III) verification opinions of the recommendation institution;
(IV) other documents required by SZSE.
Board of directors of Nanjing Anhui Julong Transmission Technology Co.Ltd(300475) Co., Ltd. March 2, 2022
