Securities code: Ningbo Joyson Electronic Corp(600699) securities abbreviation: Ningbo Joyson Electronic Corp(600699) Announcement No.: pro 2022006 Ningbo Joyson Electronic Corp(600699)
About the adjustment of directors, senior managers and
Announcement of members of the professional committee of the board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Changes of directors and senior management (I) changes of directors and Secretary of the board of directors
Ningbo Joyson Electronic Corp(600699) (hereinafter referred to as “the company”) recently received the resignation report submitted by Mr. Yu Kai, the director and Secretary of the board of directors. Due to internal work adjustment, Mr. Yu Kai applied to resign as a director of the company, a member of the audit committee of the board of directors and a Secretary of the board of directors. After the work adjustment, Mr. Yu Kai served as the executive vice president of Ningbo Junsheng Intelligent Vehicle Technology Research Institute Co., Ltd., a wholly-owned subsidiary of the company, focusing on the independent research and development and commercial application of key technologies of intelligent vehicles such as intelligent driving, intelligent cockpit, artificial intelligence, advanced sensors, 5g high-speed mobile communication and wire control system. The board of directors of the company expressed heartfelt thanks to Mr. Yu Kai for his contribution to the development of the company during his tenure.
In order to ensure the smooth development of the work of the board of directors and in combination with the actual operation and management needs, the company has made the following adjustments to the directors and the Secretary of the board of directors:
1. Due to the adjustment of Mr. Yu Kai’s internal work, the number of directors of the company was less than 9. According to the provisions of the articles of association, the nomination, remuneration and assessment committee of the board of directors reviewed the qualification, and the proposal on by election of directors of the 10th board of directors was considered and adopted at the 20th meeting of the 10th board of directors of the company, Mr. Liu Yuan (resume attached) is nominated as the director candidate of the 10th board of directors of the company. The term of office starts from the date of deliberation and approval of the general meeting of shareholders to the expiration of the 10th board of directors. The independent directors of the company expressed their independent opinions on the matter. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. According to the nomination of Mr. Wang Jianfeng, the chairman of the company, and the qualification examination conducted by the nomination, remuneration and assessment committee of the board of directors, the proposal on the appointment of senior managers of the company was reviewed and approved at the 20th meeting of the 10th board of directors of the company, and it was agreed to appoint Mr. Yu Chaohui (with resume attached) as the Secretary of the board of directors of the company, The term of office starts from the date of deliberation and approval of this board of directors to the expiration of this board of directors. The independent directors of the company expressed their independent opinions on the matter.
The contact information of the new secretary of the board of directors of the company is as follows: (1) Tel.: 057487907001 (2) fax: 057487402859 (3) email: Ningbo Joyson Electronic Corp(600699) @joyson.cn. (4) Address: change of vice president at No. 99 (II), Qingyi Road, high tech Zone, Ningbo
The company received the resignation report from Mr. Ouyang Tangke, vice president of the company. Mr. Ouyang Tangke applied to resign as vice president of the company for personal reasons and will not hold any position in the company after resignation. Mr. Ouyang Tangke’s resignation as vice president will not affect the normal operation and management of the company. Mr. Ouyang Tangke’s resignation report takes effect when it is delivered to the board of directors. The board of directors of the company expressed heartfelt thanks to Mr. Ouyang Tangke for his contribution to the development of the company during his tenure.
According to the nomination of Mr. Wang Jianfeng, the president of the company, and the qualification examination conducted by the nomination, remuneration and assessment committee of the board of directors, the proposal on the appointment of senior managers of the company was reviewed and approved at the 20th meeting of the 10th board of directors of the company, and it was agreed to appoint Mr. Liu Yuan (attached to the brief calendar) as the executive vice president of the company, The term of office starts from the date of deliberation and approval of this board of directors to the expiration of this board of directors. The independent directors of the company expressed their independent opinions on the matter. 2、 On adjusting the members of the professional committee of the 10th board of directors of the company
In order to further improve the corporate governance structure and give better play to the role of the professional committees of the board of directors, the company has adjusted the members of the professional committees of the 10th board of directors in combination with the current actual situation. The composition of the professional committees of the 10th board of directors after adjustment is as follows:
(I) strategy and Investment Committee:
Director: Wang Jianfeng
Members: Zhu Xuesong, Li Junyu, Chen Wei, Liu Yuan, Zhu Tian, Wei xuezhe
The main responsibility of the strategy and Investment Committee is to study and make suggestions on the company’s long-term development strategy and major investment decisions.
(II) audit committee:
Director: Wei Yunzhu
Members: Zhu Tian, Zhu Xuesong
The main responsibilities of the audit committee are: (1) to supervise and evaluate the work of external audit institutions; (2) Guide the internal audit work; (3) Review and comment on the company’s financial report; (4) Evaluate the effectiveness of internal control; (5) Coordinate the communication between management, internal audit department and relevant departments and external audit institutions; (6) Other matters authorized by the board of directors and other matters involved in relevant laws and regulations.
(III) nomination, remuneration and assessment committee:
Director: Zhu Tian
Members: Wang Jianfeng, Wei xuezhe
The main responsibilities of the nomination, remuneration and assessment committee are: (1) to study the selection criteria and procedures of directors and managers and put forward suggestions; (2) Extensive search for qualified directors and managers; (3) Review the candidates for directors and managers and put forward suggestions. (4) Study the assessment standards of directors and managers, conduct assessment and put forward suggestions; (5) Study and review the remuneration policies and plans of directors and senior managers.
The term of office of the above directors in each professional committee shall be from the date of deliberation and approval of the board of directors to the expiration of the 10th board of directors, and the term of office of Mr. Liu Yuan in the strategy and Investment Committee of the board of directors shall be from the date of deliberation and approval of the election of directors by the general meeting of shareholders to the expiration of the 10th board of directors.
It is hereby announced.
Ningbo Joyson Electronic Corp(600699) board of directors March 5, 2022 attached: resume Mr. Liu Yuan: born in 1975, Han nationality, EMBA of China Europe International Business School. He is currently the chairman and CEO of Ningbo Junlian Zhixing Technology Co., Ltd. and a member of the supervisory board of Germany Puri Co., Ltd. He once served as the director of China east area of Lear Shanghai Management Co., Ltd. and the general manager of Shanghai Lear Automotive Systems Co., Ltd. he has rich experience in the management of multicultural international companies, has a deep understanding of the automotive industry market, and has rich experience in the overall management of the company’s business and operation.
The number of shares of the company corresponding to the shares of the employee stock ownership plan subscribed by Mr. Liu Yuan through the employee stock ownership plan for Ningbo Joyson Electronic Corp(600699) 2021 is Shanghai Pudong Development Bank Co.Ltd(600000) shares, and the above shares are still in the lock-in period of performance evaluation. In addition, he does not directly or indirectly hold the shares of the company, which is related to the shareholders holding more than 5% of the shares of the company and the actual controllers, directors, supervisors There is no relationship between senior managers; There are no circumstances in which the company law, the Listing Rules of Shanghai Stock Exchange and other laws, regulations, normative documents and the articles of association stipulate that they are not allowed to serve as senior managers; There is no case of being punished by the CSRC and other relevant departments or the stock exchange. Mr. Yu Chaohui: born in 1990, Chinese nationality, without permanent residency abroad, with a bachelor’s degree from East China University of political science and law and a master’s degree in Business Administration from Peking University. From May 2012 to March 2020, he worked in the Secretary Office of Ningbo Joyson Electronic Corp(600699) board of directors. Since April 2020, he has served as the Secretary of the board of directors of Ningbo Junlian Zhixing Technology Co., Ltd. he has the professional knowledge of finance, management and law necessary to perform the duties of secretary of the board of directors, and has good professional ethics and personal quality, And obtained the qualification certificate of secretary of the board of directors of Shanghai Stock Exchange.
Mr. Yu Chaohui does not hold shares of the company and has no relationship with shareholders holding more than 5% of the company and actual controllers, directors, supervisors and senior managers of the company; There are no circumstances in which the company law, the Listing Rules of Shanghai Stock Exchange and other laws, regulations, normative documents and the articles of association stipulate that they are not allowed to serve as senior managers; There is no case of being punished by the CSRC and other relevant departments or the stock exchange.
