Shenzhen Jingquanhua Electronics Co.Ltd(002885)
Announcement of resolutions of the first meeting of the Fourth 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 first meeting of the Fourth Board of directors was notified in writing on March 18, 2022 in combination with communication, and was held in the conference room of the company on March 23, 2022 in combination with communication. The number of directors attending the meeting should be 9, and the actual number is 9. Mr. Zhang lipin, chairman of the company, presided over the meeting. Ms. Li Zhuoying, Ms. Dong Xiuqin and Mr. Hu Zongbo, independent directors of the company, attended the meeting. 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 election of the chairman of the Fourth Board of directors was deliberated and adopted
Since the Fourth Board of directors of the company has been elected by the general meeting of shareholders, in accordance with the provisions of the company law and other relevant laws and regulations, normative documents and the articles of association and other company systems, after nomination by the Fourth Board of directors, all directors unanimously elected Mr. Zhang lipin as the chairman of the Fourth Board of directors of the company. The term of office starts from the date of deliberation and approval of the current board of directors to the date of expiration of the Fourth Board of directors.
Voting result: 9 affirmative votes; 0 against; The motion was passed with 0 abstention.
2. The proposal on the election of members of the special committees of the Fourth Board of directors was deliberated and adopted
In view of the fact that the Fourth Board of directors of the company has been elected by the general meeting of shareholders, in accordance with the provisions of the company law and other relevant laws and regulations, normative documents and the articles of association and other company systems, all directors unanimously elected and adopted the members of the strategy committee, audit committee, nomination committee, remuneration and assessment committee and the chairman of each special committee of the Fourth Board of directors after nomination by the Fourth Board of directors, The term of office starts from the date of deliberation and approval of the current board of directors to the date of expiration of the Fourth Board of directors. The specific composition is as follows:
Member and chairman of the special committee of the board of directors
Strategy Committee Hu Zongbo, Zhang lipin, Ju Wanjin and Hu Zongbo
Audit committee Dong Xiuqin, Zhang lipin, Li Zhuoying and Dong Xiuqin
Nomination Committee Li Zhuoying, Hu Zongbo, Zhang lipin, Li Zhuoying
Remuneration and assessment committee Dong Xiuqin, Hu Zongbo, Li Zhuoying, Zhang lipin, Ju Wanjin and Dong Xiuqin
Voting result: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
3. The proposal on the appointment of general manager was deliberated and adopted
In view of the expiration of the term of office of the third general manager of the company, in accordance with the provisions of the company law and other relevant laws and regulations, normative documents, the articles of association and other company systems, upon the nomination of the chairman and the qualification review of the nomination committee of the fourth board of directors, all directors unanimously agreed to appoint Mr. Ju Wanjin as the general manager of the company. The term of office starts from the date of the resolution of the board of directors to the date of expiration of the term of office of the Fourth Board of directors.
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 company’s appointment of senior management, securities affairs representative and person in charge of internal audit (Announcement No.: 2022022).
The independent directors of the company have expressed independent opinions without objection on the appointment of senior managers. For details, see independent opinions of independent directors on matters related to the first meeting of the Fourth Board of directors.
Voting results: 9 in favor, 0 against and 0 abstention. The motion was passed.
4. The proposal on the appointment of deputy general manager was deliberated and adopted
In view of the expiration of the term of office of the third deputy general manager of the company, in accordance with the provisions of the company law and other relevant laws and regulations, normative documents, the articles of association and other company systems, upon the nomination of the general manager and the qualification review of the nomination committee of the Fourth Board of directors, all directors unanimously agreed to appoint Mr. Wang Zhaohua as the executive deputy general manager of the company; Agree to appoint Mr. Li Zhangong and Mr. Xin guangbin as the deputy general manager of the company. The term of office starts from the date of the resolution of the board of directors to the date of expiration of the term of office of the Fourth Board of directors. The details are as follows:
4.01. Appoint Mr. Wang Zhaohua as the executive deputy general manager of the company;
Voting result: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
4.02. Appoint Mr. Li Zhangong as the deputy general manager of the company;
Voting result: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
4.03. Appoint Mr. Xin guangbin as the deputy general manager of the company;
Voting result: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
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 company’s appointment of senior management, securities affairs representative and person in charge of internal audit (Announcement No.: 2022022).
The independent directors of the company have expressed independent opinions without objection on the appointment of senior managers. For details, see independent opinions of independent directors on matters related to the first meeting of the Fourth Board of directors.
5. The proposal on the appointment of financial director was deliberated and adopted
In view of the expiration of the term of office of the third financial director of the company, in accordance with the provisions of the company law and other relevant laws and regulations, normative documents, the articles of association and other company systems, upon the nomination of the chairman and the qualification review of the nomination committee of the fourth board of directors, all directors unanimously agreed to appoint Mr. Ju Wanjin as the financial director of the company. The term of office starts from the date of the resolution of the board of directors to the date of expiration of the term of office of the Fourth Board of directors.
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 company’s appointment of senior management, securities affairs representative and person in charge of internal audit (Announcement No.: 2022022).
The independent directors of the company have expressed independent opinions without objection on the appointment of senior managers. For details, see independent opinions of independent directors on matters related to the first meeting of the Fourth Board of directors.
Voting result: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
6. The proposal on the appointment of the Secretary of the board of directors was deliberated and adopted
In view of the expiration of the term of office of the Secretary of the third board of directors of the company, in accordance with the provisions of the company law and other relevant laws and regulations, normative documents, the articles of association and other company systems, upon the nomination of the chairman and the qualification review of the nomination Committee of the Fourth Board of directors, all directors unanimously agreed to appoint Mr. Xin guangbin as the Secretary of the board of directors of the company. The term of office starts from the date of the resolution of the board of directors to the date of expiration of the term of office of the Fourth Board of directors.
Mr. Xin guangbin has obtained the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange, and his qualification meets the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the articles of association and so on.
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 company’s appointment of senior management, securities affairs representative and person in charge of internal audit (Announcement No.: 2022022).
The independent directors of the company have expressed independent opinions without objection on the appointment of senior managers. For details, see independent opinions of independent directors on matters related to the first meeting of the Fourth Board of directors.
Voting result: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
7. The proposal on the appointment of securities affairs representatives was deliberated and adopted
In view of the expiration of the term of office of the third securities affairs representative of the company, in accordance with the company law and other relevant laws and regulations, normative documents, the articles of association and other company systems, upon the nomination of the chairman and the qualification review of the nomination committee of the Fourth Board of directors, all directors unanimously agree to appoint Mr. Cao Wenzhi and Mr. Feng Qian as the securities affairs representative of the company to assist the Secretary of the board of directors in performing his duties, The term of office starts from the date of the resolution of the board of directors to the date of expiration of the term of office of the Fourth Board of directors.
Mr. Cao Wenzhi and Mr. Feng Qian have obtained the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange, and their qualifications meet the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the articles of association and so on. 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 company’s appointment of senior management, securities affairs representative and person in charge of internal audit (Announcement No.: 2022022).
Voting result: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
8. The proposal on appointing the person in charge of internal audit was deliberated and adopted
In view of the expiration of the term of office of the person in charge of the third internal audit of the company, in accordance with the provisions of the company law and other relevant laws and regulations, normative documents, the articles of association and other company systems, upon the nomination of the chairman and the qualification review of the Nomination Committee of the Fourth Board of directors, all directors unanimously agreed to appoint Mr. Liu Zhongkun as the person in charge of the internal audit of the company. The term of office starts from the date of the resolution of the board of directors to the date of expiration of the term of office of the Fourth Board of directors.
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 company’s appointment of senior management, securities affairs representative and person in charge of internal audit (Announcement No.: 2022022).
Voting result: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
9. The proposal on the fourth senior management compensation plan of the company was deliberated and adopted
The salary of the fourth senior management of the company is formulated according to the salary level of the industry and scale of the company and in combination with the actual operation of the company. The formulation and voting procedures are legal and effective, without any damage to the rights and interests of the company and shareholders, and in line with relevant national laws, regulations and the articles of association.
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 senior managers (Announcement No.: 2022023).
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. Opinions of the fourth session of the independent board of directors on relevant matters;
3. Other documents required by Shenzhen Stock Exchange.
Shenzhen Jingquanhua Electronics Co.Ltd(002885) board of directors
March 23, 2022
