Securities code: Jade Bird Fire Co.Ltd(002960) securities abbreviation: Jade Bird Fire Co.Ltd(002960) Announcement No.: 2022014 Jade Bird Fire Co.Ltd(002960)
Announcement of resolutions of the 68th 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
Jade Bird Fire Co.Ltd(002960) (hereinafter referred to as “the company”) the notice of the 68th Meeting of the third board of directors was sent to all directors of the company on March 4, 2022. The meeting was held on March 7, 2022 in the form of on-site and communication. 7 directors should attend the meeting and 7 directors actually attended the meeting. The meeting was convened and presided over by Cai Weimin, chairman of the company. This meeting complies with the company law of the people’s Republic of China and other laws and regulations as well as the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
The meeting considered and adopted the following proposals:
1. Deliberated and adopted the proposal on nominating candidates for non independent directors of the Fourth Board of directors;
Voting results: 7 in favor, 0 against and 0 abstention.
Since the term of office of the third board of directors of the company is about to expire, the company needs to conduct a general election of the board of directors. In accordance with the relevant provisions of the company law and the articles of association, the board of directors nominated Mr. Cai Weimin, Mr. Ni Jinlei, Ms. Zheng Zhong and Mr. Kang Yazhen as candidates for non independent directors of the Fourth Board of directors of the company, which were submitted to the general meeting of shareholders for deliberation and voting. Please refer to the attachment for the resumes of the candidates for non independent directors.
The term of office of the members of the Fourth Board of directors of the company is three years, starting from the date of deliberation and approval by the general meeting of shareholders. To ensure the performance of directors’ duties.
The independent directors of the company have expressed their independent opinions with explicit consent. See the contents published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant documents on.
2. Deliberated and adopted the proposal on nominating candidates for independent directors of the Fourth Board of directors;
Voting results: 7 in favor, 0 against and 0 abstention.
Since the term of office of the third board of directors of the company is about to expire, the company needs to conduct a general election of the board of directors. In accordance with the relevant provisions of the company law and the articles of association, the board of directors of the company nominated Mr. Shi Jiayou, Mr. Yuan Hao and Mr. jessezhixi Fang as candidates for independent directors of the Fourth Board of directors of the company. See the appendix for the resumes of each candidate. The qualifications of the above independent director candidates shall be reviewed by Shenzhen Stock Exchange before they can be submitted to the general meeting of shareholders of the company for deliberation.
The term of office of the members of the Fourth Board of directors of the company is three years, starting from the date of deliberation and approval by the general meeting of shareholders. In order to ensure the normal operation of the board of directors, the members of the third board of directors of the company will continue to perform their duties before the election of the new board of directors.
The independent directors of the company have expressed their independent opinions with explicit consent. See the contents published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant documents on.
3. Deliberated and passed the proposal on changing the registered capital of the company and amending the articles of Association;
Voting results: 7 in favor, 0 against and 0 abstention.
In view of the implementation of the company’s first stock option and restricted stock incentive plan in 2020 and the company’s equity distribution in 2020, the company’s share capital has changed, and the board of directors agrees to change the company’s registered capital accordingly; In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies (revised in 2022) and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, the board of directors agreed to amend some provisions of the articles of association. This matter needs to be submitted to the general meeting of shareholders for deliberation.
Details are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Off on
4. Deliberated and adopted the proposal on Amending the rules of procedure of the general meeting of shareholders;
Voting results: 7 in favor, 0 against and 0 abstention.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules of the general meeting of shareholders of listed companies (revised in 2022) and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, and in combination with the actual situation of the company, the directors jointly agree to amend some provisions of the rules of procedure of Jade Bird Fire Co.Ltd(002960) general meeting, The revised rules of procedure of Jade Bird Fire Co.Ltd(002960) general meeting of shareholders and the specific revised contents are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on. This matter needs to be submitted to the general meeting of shareholders for deliberation.
5. Deliberated and adopted the proposal on Amending the rules of procedure of the board of directors;
Voting results: 7 in favor, 0 against and 0 abstention.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company, the board of directors agreed to amend some provisions of the rules of procedure of Jade Bird Fire Co.Ltd(002960) board of directors, The revised rules of procedure of Jade Bird Fire Co.Ltd(002960) board of directors and the specific revised contents are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on. This matter needs to be submitted to the general meeting of shareholders for deliberation.
6. Deliberated and passed the proposal on Amending the registration and management system for insiders;
Voting results: 7 in favor, 0 against and 0 abstention.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company, the board of directors agreed to amend some provisions of the internal information insider registration management system, The revised “insider information insider registration management system” was published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
7. Deliberated and passed the proposal on Revising the information disclosure management system;
Voting results: 0 votes, 7 abstentions.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company, the board of directors agreed to amend some provisions of the information disclosure management system, The revised information disclosure management system was published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
8. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted.
Voting results: 7 in favor, 0 against and 0 abstention.
Details are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022.
3、 Documents for future reference
1. Resolutions of the 68th Meeting of the 3rd board of directors;
2. Independent opinions of independent directors on matters related to the 68th Meeting of the third board of directors.
It is hereby announced.
Jade Bird Fire Co.Ltd(002960) board of directors
March 7, 2022 Annex:
Annex to proposal 1: resume of candidates for non independent directors of the Fourth Board of directors of the company
1. Resume of Mr. Cai Weimin
Mr. Cai Weimin, born in September 1967, Chinese nationality, without permanent overseas residency. Graduated from Peking University with a bachelor’s degree in physics. He started work in July 1990 and successively served as a technician of Beijing Haidian Sida technology development center, a market analyst of the Institute of market and investment of the Academy of Social Sciences, and the general manager of Beijing Zhenghe decoration engineering company. From February 2001 to December 2012, he served as the general manager of Beijing Beida Qingniao Safety System Engineering Technology Co., Ltd. From June 2012 to may 2013, he served as the director and vice president of Beijing Peking University Bluebird Huanyu Technology Co., Ltd. From June 2001 to December 2012, he served as the director and general manager of Hebei Beida Qingniao Huanyu fire fighting equipment Co., Ltd., the predecessor of the company. From February 2016 to December 2019, he served as the general manager of the company. Since December 2012, he has served as the chairman of the company and held positions in many subsidiaries of the company. He also serves as the director of the Sixth Council of China Fire Protection Association, the member of the fire detection and alarm sub Technical Committee of the National Fire Protection Standardization Technical Committee, the member of the National Professional Standardization Technical Committee, the supervisor of Shanghai Xianyao Display Technology Co., Ltd., and the chairman of saichuang electric (Tongling) Co., Ltd.
Up to now, Mr. Cai Weimin holds 39698771 shares of the company, has no relationship with shareholders holding more than 5% of the company, actual controllers and other directors, supervisors and senior managers, and has not been punished by the CSRC and other relevant departments or the stock exchange, A person who has not been placed on file for investigation by a judicial organ on suspicion of a crime or has not been placed on file for inspection by the CSRC on suspicion of violations of laws and regulations is not a dishonest person. There are no circumstances stipulated in the company law, the Listing Rules of Shenzhen Stock Exchange and the articles of association that cannot be nominated as a director.
2. Resume of Mr. Ni Jinlei
Mr. Ni Jinlei, born in November 1967, Chinese nationality, has permanent residency in the United States. Graduated from Peking University with a bachelor’s degree in computer software. He once worked as a computer software engineer of Shenzhen Taiji software engineering company, manager of the computer department of Hainan Securities Exchange Center, general manager of Guangzhou Nanfang Qingniao Information System Co., Ltd., senior engineer of integrated software and device Corporation (USA), software architect of abbenergy information system (USA) CEO of Beijing Peking University Online Network Co., Ltd., director of children’s English in China of global English Corporation, founder and CEO of Beijing jinwenlang Information Technology Co., Ltd. He is currently the chairman / Executive Director of Beijing Beida Qingniao Huanyu Technology Co., Ltd., legendary tourism investment (Hunan) Co., Ltd., Beijing Beida Qingniao Huanyu investment (Hong Kong) Co., Ltd., Beijing Beida Qingniao Huanyu Technology (Cayman) Development Co., Ltd Director of Beida Jade Bird Universal (Cayman) Investment Company Limited and Peking University Bluebird universal investment (BVI) Co., Ltd. and chairman of Beijing Xizhi Education Technology Co., Ltd.
Up to now, Mr. Ni Jinlei has no shares in the company. Except as the chairman and executive director of Beijing Beida Qingniao Huanyu Technology Co., Ltd., the controlling shareholder of the company, Mr. Ni Jinlei has no other relationship with shareholders holding more than 5% of the company, actual controllers, other directors, supervisors and senior managers, Those who have not been punished by the CSRC and other relevant departments or punished by the stock exchange, and have not been placed on file for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations are not dishonest. There are no circumstances stipulated in the company law, the Listing Rules of Shenzhen Stock Exchange and the articles of association that cannot be nominated as a director.
3. Resume of Ms. Zheng Zheng
Ms. Zheng Zhong, born in May 1976, Chinese nationality. He graduated from the Department of molecular biology, School of life sciences, Peking University and obtained the master of business administration from China Economic Research Center, Peking University in July 2007. Ms. Zheng has successively worked in the bioengineering center of the Institute of chemical metallurgy of the Chinese Academy of Sciences (now the Institute of Process Engineering), the Department of biology of Shenzhen University and Shenzhen Kexing Biological Products Co., Ltd. He used to be the assistant to the president of sirokin Sinogen (China) investment company, the assistant to the director of the Institute of genomics, School of life sciences, Tsinghua University, the president of Beijing Peking University Online Network Co., Ltd., the vice president of Peking University Culture Group, the assistant to the president of Beijing Peking University Bluebird Co., Ltd. and the general manager of major projects department. He is currently the executive director and President of Beijing Beida Qingniao Huanyu Technology Co., Ltd., the Executive Director / manager of Beijing Qingniao Yuda Information Technology Co., Ltd., and the Director / general manager of Beijing Qingniao Sibei Investment Consulting Co., Ltd.
Up to now, Ms. Zheng Zhong does not hold any shares in the company. In addition to serving as the executive director and President of Beijing Beida Qingniao Huanyu Technology Co., Ltd., the controlling shareholder of the company, Ms. Zheng Zhong has no other relationship with shareholders holding more than 5% of the company, actual controllers, other directors, supervisors and senior managers, Those who have not been punished by the CSRC and other relevant departments or punished by the stock exchange, and have not been placed on file for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations are not dishonest. There are no circumstances stipulated in the company law, the Listing Rules of Shenzhen Stock Exchange and the articles of association that cannot be nominated as a director.
4. Resume of Mr. Kang Yazhen
Mr. Kang Yazhen, born in July 1967, Chinese nationality, without permanent overseas residency. Graduated from Xi’an University of Technology (formerly Shaanxi Institute of machinery) with a bachelor’s degree in marketing. He began to work in July 1989 and successively worked in the Sales Department of state-owned Xi’an 5228 factory
