Securities code: 002981 securities abbreviation: Risuntek Inc(002981) Announcement No.: 2022-001 Risuntek Inc(002981)
Announcement of resolutions of the 26th meeting of the second 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、 Convening of board meeting
1. The notice of this meeting will be delivered to each director on December 28, 2021;
2. The board of directors was held in the company’s conference room on December 31, 2021 by means of on-site and communication;
3. 7 directors should attend the meeting and 7 actually attended the meeting;
4. The meeting was convened and presided over by Mr. Shen Qingkai, chairman of the board, and attended by all supervisors, general manager and some other senior managers of the company;
5. The meeting was convened and held in accordance with the company law of the people’s Republic of China and the articles of association.
2、 Deliberations of the board meeting
1. The proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the third board of directors was reviewed and adopted
In view of the expiration of the term of office of the second board of directors of the company, in order to ensure the normal operation of the board of directors, in accordance with the company law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, normative documents and the relevant provisions of the articles of association, the nomination committee of the board of directors of the company has reviewed it, The board of directors of the company agreed to nominate Mr. Shen Qingkai, Ms. Guo Liqin, Mr. Guo Rongxiang and Mr. Xu linzhe as candidates for non independent directors of the third board of directors of the company. The directors present at the meeting voted on the above candidates one by one. The voting conditions are as follows:
(1) Nominate Mr. Shen Qingkai as a candidate for non independent director of the third board of directors of the company.
Voting results: 7 in favor, 0 abstention and 0 opposition.
(2) Nominate Ms. Guo Liqin as a candidate for non independent director of the third board of directors of the company.
Voting results: 7 in favor, 0 abstention and 0 opposition.
(3) Nominate Mr. Guo Rongxiang as a candidate for non independent director of the third board of directors of the company.
Voting results: 7 in favor, 0 abstention and 0 opposition.
(4) Nominate Mr. Xu linzhe as a candidate for non independent director of the third board of directors of the company.
Voting results: 7 in favor, 0 abstention and 0 opposition.
The above non independent director candidates need to be submitted to the company’s first extraordinary general meeting in 2022 for deliberation, and vote item by item using the cumulative voting system. In order to ensure the normal operation of the board of directors, the directors of the second board of directors of the company will continue to perform their duties and responsibilities in accordance with laws and regulations, normative documents, articles of association and other relevant provisions before the completion of the change of the board of directors.
For details, please refer to the company’s publication on cninfo (www.cn. Info. Com.. CN) on the same day Announcement on the general election of the board of directors (Announcement No.: 2022-003) on China Securities Journal, Securities Daily, securities times and Shanghai Securities News.
Independent directors have expressed their independent opinions on this proposal.
2. Deliberated and passed the proposal on the general election of the board of directors and the nomination of independent director candidates for the third board of directors
In view of the expiration of the term of office of the second board of directors of the company, in order to ensure the normal operation of the board of directors, in accordance with the company law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, normative documents and the relevant provisions of the articles of association, the nomination committee of the board of directors of the company has reviewed it, The board of directors of the company agrees to nominate Mr. Chen Lixin, Mr. Zeng Minhui and Mr. Zhao Xiaoming as candidates for independent directors of the third board of directors of the company. The directors present at the meeting voted on the above candidates one by one. The voting conditions are as follows:
(1) Nominate Mr. Chen Lixin as the candidate for independent director of the third board of directors of the company.
Voting results: 7 in favor, 0 abstention and 0 opposition.
(2) Nominate Mr. Zeng Minhui as the candidate for independent director of the third board of directors of the company.
Voting results: 7 in favor, 0 abstention and 0 opposition.
(3) Nominate Mr. Zhao Xiaoming as the candidate for independent director of the third board of directors of the company.
Voting results: 7 in favor, 0 abstention and 0 opposition.
According to relevant regulations, the qualification and independence of the candidates for independent directors of the company shall be reviewed by Shenzhen Stock Exchange before they can be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. Mr. Chen Lixin has obtained the qualification certificate of independent director recognized by Shenzhen Stock Exchange; Mr. Zeng Minhui and Mr. Zhao Xiaoming have not obtained the qualification certificate of independent director of Shenzhen Stock Exchange, but they have made a written commitment to the board of directors of the company, promising to participate in the latest independent director training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange. The election of independent directors of the third board of directors of the company will adopt the cumulative voting system to vote item by item. In order to ensure the normal operation of the board of directors, the directors of the second board of directors of the company will continue to perform their duties and responsibilities in accordance with laws and regulations, normative documents, articles of association and other relevant provisions before the completion of the change of the board of directors.
For details, please refer to the company’s publication on cninfo (www.cn. Info. Com.. CN) on the same day Announcement on the general election of the board of directors (Announcement No.: 2022-003) on China Securities Journal, Securities Daily, securities times and Shanghai Securities News.
See http://www.cninfo.com.cn for the statement of independent director nominees and the statement of independent director candidates（ http://www.cn.info.com..cn. ）。
Independent directors have expressed their independent opinions on this proposal.
3. Deliberated and adopted the regulations on increasing business scope and revising them accordingly
<公司章程>
Proposal for
According to the business development needs of the company, the company plans to add new business scope based on the original business scope: “manufacturing and sales of off-road leisure vehicles and spare parts; service consumption Siasun Robot&Automation Co.Ltd(300024) and spare parts; manufacturing and sales of intelligent unmanned aerial vehicles and spare parts; manufacturing and sales of communication equipment and spare parts; manufacturing and sales of Internet equipment and spare parts”, And revise the corresponding contents of the articles of association.
For details, please refer to the company’s publication on cninfo (www.cn. Info. Com.. CN) on the same day On increasing business scope and revising it accordingly in China Securities Journal, Securities Daily, securities times and Shanghai Securities News
<公司章程>
Announcement of (Announcement No.: 2022-005).
Voting result: 7 affirmative votes; No negative votes; With no abstention, it was adopted by vote.
This proposal shall be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
4. Deliberated and passed the proposal on convening the first extraordinary general meeting of shareholders in 2022
According to the relevant provisions of the company law, the company plans to hold the first extraordinary general meeting of shareholders in 2022 on January 17, 2022.
For details, please refer to the company’s publication on cninfo (www.cn. Info. Com.. CN) on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-006) in China Securities Journal, Securities Daily, securities times and Shanghai Securities News.
Voting result: 7 affirmative votes; No negative votes; With no abstention, it was adopted by vote.
3、 Documents for future reference
1. Resolutions of the 26th meeting of the second board of directors;
2. Independent opinions of independent directors on matters related to the 26th meeting of the second board of directors.
It is hereby announced.
Risuntek Inc(002981) board of directors December 31, 2021
