Shenzhen Jingquanhua Electronics Co.Ltd(002885)
Announcement on the resolution of the 24th 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
Shenzhen Jingquanhua Electronics Co.Ltd(002885) (hereinafter referred to as “the company”) the 24th Meeting of the third board of directors was notified in writing and communication on March 3, 2022, and held in the company’s conference room on March 7, 2022. The number of directors attending the meeting should be 9, and the actual number is 9. Mr. Zhang lipin, the chairman of the company, presided over the meeting. Mr. Liu Hong, Ms. Li Zhuoying and Ms. Dong Xiuqin, the independent directors of the company, attended the meeting. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and voting methods of the meeting comply with the relevant provisions of the company law and the articles of association, and the convening, convening and voting of the meeting are legal and effective.
2、 Deliberations of the board meeting
After deliberation by the directors attending the meeting, the meeting considered and adopted the following proposals:
1. The proposal on the general election of non independent directors of the Fourth Board of directors of the company was deliberated and adopted
In view of the expiration of the third board of directors of the company, in order to successfully complete the general election of the board of directors, the nomination committee of the board of directors nominated Zhang lipin, Qi Siming, Ju Wanjin Wang Zhaohua, Li Zhangong and Zhang Liyang are candidates for non independent directors of the Fourth Board of directors of the company. The resume contents are published in the designated information disclosure media securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) on the same day Announcement on the general election of the board of directors of the company (Announcement No.: 2022011).
The total number of directors who concurrently serve as senior managers of the company among the directors proposed to be employed by the Fourth Board of directors of the company does not exceed half of the total number of directors of the company.
After the proposal is considered and approved by the board of directors, it shall be submitted to the general meeting of shareholders of the company to elect non independent directors of the Fourth Board of directors by using the cumulative voting system.
The term of office of non independent directors of the Fourth Board of directors is three years, calculated from the date of adoption by the general meeting of shareholders of the company.
In order to ensure the normal operation of the company’s board of directors, before the new board of directors takes office, the original directors will still earnestly perform their duties as directors in accordance with the provisions of laws, administrative regulations, departmental rules, normative documents, the articles of association and other company systems.
The directors present at the meeting voted on the above candidates one by one, and the voting results are as follows:
1.01 nominate Zhang lipin as a non independent director of the Fourth Board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention
1.02 Qi Siming was nominated as a non independent director of the Fourth Board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention
1.03 nominate Ju Wanjin as a non independent director of the Fourth Board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention
1.04 nominate Wang Zhaohua as a non independent director of the Fourth Board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention
1.05 nominate Li Zhangong as a non independent director of the Fourth Board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention
1.06 nominate Zhang Liyang as a non independent director of the Fourth Board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention
The independent directors of the company have expressed their independent opinions on this proposal, holding that the qualifications and nomination procedures of the candidates for non independent directors of the Fourth Board of directors of the company are in line with the provisions of the company law and other relevant laws and regulations, normative documents, the articles of association and other company systems, and agreed to nominate Zhang lipin, Qi Siming, Ju Wanjin, Wang Zhaohua, Li Zhangong Zhang Liyang is a candidate for non independent directors of the Fourth Board of directors of the company and submitted to the general meeting of shareholders of the company for deliberation.
Mr. Cheng Yang, a non independent director of the third board of directors of the company, will no longer serve as a non independent director of the company after the expiration of his term of office. The company sincerely thanks Mr. Cheng Yang for his contribution to corporate governance, strategic development and daily operation during his tenure!
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. The proposal on the election of independent directors of the Fourth Board of directors by the company was deliberated and adopted
In view of the expiration of the third board of directors of the company, in order to successfully complete the general election of the board of directors, the nomination committee of the board of directors nominated Li Zhuoying, Dong Xiuqin Hu Zongbo is a candidate for independent director of the Fourth Board of directors of the company. The resume is published in the designated information disclosure media securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) on the same day Announcement on the general election of the board of directors of the company (Announcement No.: 2022011).
After the proposal is considered and approved by the board of directors, it shall be submitted to the general meeting of shareholders of the company to elect independent directors of the Fourth Board of directors through cumulative voting system. The qualification and independence of independent director candidates shall be reviewed by Shenzhen Stock Exchange and submitted to the general meeting of shareholders for deliberation only after there is no objection. See the information disclosure media designated by the company for the statement of independent director nominees and the statement of independent director candidates. The number of independent directors proposed to be employed by the Fourth Board of directors of the company shall not be less than one-third of the total number of directors of the company.
The term of office of the independent directors of the Fourth Board of directors is three years, calculated from the date of adoption by the general meeting of shareholders of the company.
In order to ensure the normal operation of the company’s board of directors, before the new board of directors takes office, the original directors will still earnestly perform their duties as directors in accordance with the provisions of laws, administrative regulations, departmental rules, normative documents, the articles of association and other company systems.
The directors present at the meeting voted on the above candidates one by one, and the voting results are as follows:
2.01 nominate Li Zhuoying as the independent director of the Fourth Board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention
2.02 nominate Dong Xiuqin as an independent director of the Fourth Board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention
2.03 Hu Zongbo was nominated as an independent director of the Fourth Board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention
The independent directors of the company have expressed independent opinions without objection on this proposal, and believe that the qualifications and nomination procedures of the candidates for independent directors of the Fourth Board of directors of the company comply with the provisions of the company law and other relevant laws and regulations, normative documents, the articles of association and other company systems, and agree to nominate Li Zhuoying, Dong Xiuqin Hu Zongbo is an independent director candidate of the Fourth Board of directors of the company and submitted to the general meeting of shareholders of the company for deliberation.
Mr. Liu Hong, an independent director of the third board of directors of the company, will no longer serve as an independent director of the company after the expiration of his term of office. The company sincerely thanks Mr. Liu Hong for his contribution to corporate governance, strategic development, salary assessment and business development during his tenure!
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. The proposal on the remuneration scheme of the fourth session of directors and supervisors of the company was deliberated and adopted
The independent directors of the company have expressed their independent opinions on this proposal without objection. They believe that the salary scheme of the fourth session of directors and supervisors of the company is formulated according to the salary level of the company’s industry and enterprises of the same scale and in combination with the actual operation of the company. The salary standard is reasonable and there is no damage to the interests of the company and shareholders. They agree with the salary scheme of the fourth session of directors and supervisors of the company, And submit it to the general meeting of shareholders of the company for deliberation.
For details, please refer to securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the remuneration scheme of the fourth directors and supervisors of the company (Announcement No.: 2022013).
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting result: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
4. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was considered and adopted
After deliberation by all directors of the company, it is agreed to hold the first extraordinary general meeting of shareholders of the company in 2022 on March 23, 2022. This general meeting of shareholders will adopt the combination of on-site voting and online voting. For details, it will be published in the designated information disclosure media securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022014).
Voting result: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
5. The proposal on adjusting the company’s share repurchase plan was deliberated and adopted
In view of the recent changes in the capital market and the company’s share price, based on the judgment of the company’s value and confidence in future development, and in combination with the incentive needs of the company’s employees, in order to ensure the smooth implementation of the company’s share repurchase and future related incentives, In accordance with the company law, the share repurchase rules of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase, the articles of association and other relevant provisions, the company decided to adjust the share repurchase plan. This adjustment of the company’s share repurchase plan falls within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
The independent directors of the company have expressed independent opinions without objection on this proposal and believe that the company’s adjustment of the share repurchase plan is to ensure the smooth implementation of the company’s share repurchase and relevant incentive matters in the future, which is in line with the actual situation of the company, In compliance with the provisions of the company law, the share repurchase rules of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and other relevant laws and regulations, normative documents and the articles of association, the deliberation and voting procedures of the board of directors are legal and compliant, and will not have a significant adverse impact on the company’s operation, financial status and share repurchase plan. To sum up, we believe that the company’s adjustment of the share repurchase plan does not harm the interests of the company and all shareholders, and agree to adjust the share repurchase plan. For details, please refer to securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) on the same day Announcement on adjusting the company’s share repurchase plan (Announcement No.: 2022015).
Voting result: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
3、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting;
2. Independent opinions of independent directors on matters related to the 24th Meeting of the third board of directors;
3. Other documents required by Shenzhen Stock Exchange.
Shenzhen Jingquanhua Electronics Co.Ltd(002885) board of directors
March 8, 2022
