Securities code: Jiangsu Jiejie Microelectronics Co.Ltd(300623) securities abbreviation: Jiangsu Jiejie Microelectronics Co.Ltd(300623) Announcement No.: 2022030 securities code: 123115 securities abbreviation: jiejie convertible bonds
Jiangsu Jiejie Microelectronics Co.Ltd(300623)
Announcement of resolutions of the 21st Meeting of the 4th 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
Jiangsu Jiejie Microelectronics Co.Ltd(300623) (hereinafter referred to as “the company”) held the 21st Meeting of the 4th board of directors.
1. Time and method of meeting notice: Notice by email on April 8, 2022;
2. Time of the meeting: 10:30 a.m. on April 19, 2022;
3. Venue: main conference room, 4th floor, 101 office building, No. 3000 Qiantangjiang Road, Qidong Economic Development Zone, Jiangsu Province;
4. Meeting mode: on site;
5. Convener: Chairman Huang shanbing;
6. Moderator: Chairman Huang shanbing;
7. Description of legality, compliance and compliance: the convening of the meeting complies with the provisions of the company law and the articles of association.
The total number of directors who should attend the board meeting is 9, the total number of directors actually attending the board meeting (including the number of directors entrusted to attend) is 9, and the total number of directors absent from the board meeting is 0.
2、 Deliberations of the board meeting
1. Deliberated and approved the work report of the general manager of Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021
The board of directors of the company carefully listened to the 2021 general manager’s work report made by general manager Huang Jian on behalf of the company’s management, and believed that the company’s management effectively implemented the resolutions of the board of directors and the general meeting of shareholders in 2021, and the report objectively and truly reflected the main work and achievements of the management in 2021.
Voting results: 9 affirmative votes, accounting for 100% of the valid votes at the meeting, 0 negative votes and 0 abstention votes.
2. The work report of the board of directors for Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021 was reviewed and approved. After deliberation, the board of directors agreed that the work report of the board of directors for 2021 truly and objectively reflected the work of the board of directors in 2021 and the implementation of the resolutions of the general meeting of shareholders.
Voting results: 9 affirmative votes, accounting for 100% of the valid votes at the meeting, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
3. The report on the work of independent directors in Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021 was reviewed and approved. Independent directors Chen Lianghua, yuan Xiuguo and Liu Zhigeng submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 general meeting of the company.
Voting results: 9 affirmative votes, accounting for 100% of the valid votes at the meeting, 0 negative votes and 0 abstention votes.
For details, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
4. Deliberated and adopted the full text and summary of Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021 Annual Report
After deliberation, the board of directors unanimously agreed that the full text and abstract of Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021 annual report comply with laws, administrative regulations, the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and the contents of the report truly, accurately and completely reflect the operation of the company in 2021, without false records, misleading statements or major omissions.
Voting results: 9 affirmative votes, accounting for 100% of the valid votes at the meeting, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
5. Deliberated and adopted the financial final accounts report of Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021
After deliberation, the board of directors agreed that the company’s financial statement report for Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021 objectively and truly reflected the company’s financial situation and operating results in 2021.
Voting results: 9 affirmative votes, accounting for 100% of the valid votes at the meeting, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
6. Deliberated and adopted the Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021 annual internal control self evaluation report
After deliberation, the board of directors agreed that the company has established a relatively perfect corporate governance structure and a relatively sound internal control system in combination with its own business characteristics and risk factors. The company’s internal control system has strong pertinence, rationality and effectiveness, has been well implemented and implemented, and can provide a reasonable guarantee for the preparation of true and fair financial statements, Ensure the healthy operation of the company’s business activities and the control of business risks.
The independent directors of the company expressed their independent opinions on this. Voting results: 9 affirmative votes, accounting for 100% of the valid votes at the meeting, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
7. Deliberated and approved the special report on the deposit and use of raised funds in Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021
The company uses the raised funds in strict accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, the provisions and requirements of relevant laws and regulations of China Securities Regulatory Commission and the raised funds management system, and timely, true, accurate Fully perform relevant information disclosure, and there is no illegal use of raised funds.
The independent directors of the company expressed their independent opinions on this.
Voting results: 9 affirmative votes, accounting for 100% of the valid votes at the meeting, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
8. The proposal on the special explanation on the occupation of funds by the company’s controlling shareholders and other related parties in 2021 was deliberated and adopted
In 2021, the company did not occupy the company’s funds by controlling shareholders, actual controllers and other related parties. The company also does not have the controlling shareholders, actual controllers and other related parties occupying the company’s funds in previous years and accumulated to December 31, 2021. The company has prepared the summary of non operating capital occupation and other related capital transactions in Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021, which has been reviewed by Rongcheng Certified Public Accountants (special general partnership) and issued the special instructions on non operating capital occupation and other related capital transactions in Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021.
The independent directors of the company expressed their independent opinions on this.
Voting results: 9 affirmative votes, accounting for 100% of the valid votes at the meeting, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
9. Deliberated and approved the profit distribution plan for Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021
After review, the board of Directors believes that the profit distribution plan for Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021 is in line with the actual situation of the company and conducive to the sustainable development of the company, and all directors agree to the profit distribution plan. The independent directors of the company expressed their independent opinions on this.
Voting results: 9 affirmative votes, accounting for 100% of the valid votes at the meeting, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
10. The proposal on the 2022 annual remuneration of Jiangsu Jiejie Microelectronics Co.Ltd(300623) directors, supervisors and senior managers was deliberated and adopted
The independent directors of the company expressed their independent opinions on this.
Voting results: 9 affirmative votes, accounting for 100% of the valid votes at the meeting, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
11. The proposal on employing Rongcheng Certified Public Accountants (special general partnership) as the company’s financial audit institution in 2022 was reviewed and approved
After review, the board of Directors believes that Rongcheng Certified Public Accountants (special general partnership) adheres to the principle of independent audit in the process of practice and can issue various professional reports for the company on time. Therefore, it agrees to renew the appointment of Rongcheng Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2022.
This proposal has been deliberated and approved in advance by the audit committee of the board of directors of the company. The independent directors of the company have expressed their independent opinions on this matter.
Voting results: 9 affirmative votes, accounting for 100% of the valid votes at the meeting, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
12. The proposal on the company and its subsidiaries applying for credit lines from banks and the company providing guarantees for its subsidiaries was deliberated and adopted
The board of Directors believes that the application of the company and its subsidiaries to the bank for credit line is mainly to meet the needs of business development, and the relevant guarantee matters are to ensure the smooth implementation of the above matters, which is in line with the overall interests of the company. The company’s financial condition is stable, its operation is good, it has the ability to repay debts, and its financial risk is within the controllable range. The above guarantee behavior will not damage the interests of the company and will not have an adverse impact on the company.
Independent directors have expressed their consent to this proposal.
Voting results: 9 affirmative votes, accounting for 100% of the valid votes at the meeting, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
13. Deliberated and passed the proposal on the achievement of the conditions for lifting the restrictions in the first lifting period of the restricted stock incentive plan in 2020
In accordance with the measures for the administration of equity incentive of listed companies, the Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 restricted stock incentive plan and other relevant provisions and the authorization of the fifth extraordinary general meeting of shareholders in 2020, the first lifting period of the company’s 2020 restricted stock incentive plan and the lifting conditions have been achieved. According to the relevant provisions of the Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 restricted stock incentive plan, the time for lifting the restrictions in the first lifting period is from the first trading day 12 months after the completion of the first grant registration to the last trading day within 24 months after the completion of the first grant registration. The board of directors agreed that after the expiration of the first restricted sale period, the company would handle matters related to the lifting of the restrictions on the sale of 1068750 restricted shares held by 187 incentive objects who met the conditions for lifting the restrictions in accordance with relevant regulations. The independent directors of the company expressed their independent opinions on this.
Voting results: 9 affirmative votes, accounting for 100% of the valid votes at the meeting, 0 negative votes and 0 abstention votes.
For details, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
14. Deliberated and passed the proposal on convening Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021 annual general meeting of shareholders
The company will hold the 2021 annual general meeting of shareholders at 14:00 p.m. on May 10, 2022 in the multi-functional conference room on the first floor of 101 office building, No. 3000 Qiantangjiang Road, Qidong Economic Development Zone, Jiangsu Province. The meeting adopts the combination of on-site voting and online voting.
See April 20, 2022 for details
