Securities code: 002530 Announcement No.: 2022-004 Jc Finance & Tax Interconnect Holdings Ltd(002530)
Announcement on resolutions of the 13th meeting of the 5th 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
Jc Finance & Tax Interconnect Holdings Ltd(002530) (hereinafter referred to as “the company”) the notice of the 13th meeting of the Fifth Board of directors was sent to all directors and supervisors of the company by e-mail and wechat on January 7, 2022. The meeting was held by means of communication and voting at 10:00 a.m. on January 11, 2022 in the conference room (2) of the company’s administrative building. There are 7 original directors of the company. Xie Li and Wang Jinke, the former directors of the company, submitted a written report on resigning as directors of the company on January 4, 2022 due to the change of major shareholders. According to relevant regulations, Xie Li and Wang Jinke’s resignation report will take effect from the date when they are delivered to the board of directors of the company. Therefore, there are 5 directors who should attend the meeting and 5 directors who actually attend the meeting. More than half of the directors jointly elected director Zhu Wenming to convene and preside over the meeting, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other laws and regulations and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
1. The proposal on the election of chairman of the board of directors was deliberated and adopted
After deliberation at this meeting, it was unanimously agreed to elect Zhu Wenming as the chairman of the Fifth Board of directors of the company (resume attached), with a term of office from January 11, 2022 to January 22, 2023. The chairman is the legal representative of the company.
Voting results: 5 in favor, 0 against and 0 abstention
2. The proposal on nominating candidates for non independent directors was deliberated and adopted
After the study of the nomination committee of the board of directors, the board of directors of the company nominated Zhu Xiaojun and Liu Delei as candidates for non independent directors of the Fifth Board of directors of the company (resume attached).
As Zhu Xiaojun once served as a non independent director of the company, he was re nominated as a candidate for non independent director within three years after leaving office. In accordance with the relevant provisions of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the relevant information is described as follows:
Securities code: 002530 Announcement No.: 2022-004 Zhu Xiaojun served as a non independent director of the Fourth Board of directors of the company from January 18, 2017 to January 23, 2020. After leaving office, he continued to serve as a director and senior manager in the heat treatment section of the company. The board of directors of the company has reviewed Zhu Xiaojun’s personal resume, educational background, work experience, professional quality and other relevant materials. In view of Zhu Xiaojun’s diligence and dedication during his tenure and his rich experience and ability in enterprise operation and management, the board of directors of the company believes that his qualifications meet the conditions for serving as a director of a listed company, Therefore, he is nominated again as a candidate for non independent director of the company. Zhu Xiaojun does not hold shares of the company, and there has been no trading of shares of the company since he left office.
The total number of candidates for directors and current directors of the Fifth Board of directors of the company who concurrently serve as senior managers of the company and directors held by employee representatives does not exceed half of the total number of directors of the company.
This proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation. The general meeting of shareholders will vote on non independent director candidates by cumulative voting.
The independent directors of the company express independent opinions on the nomination of candidates for non independent directors by the board of directors as follows:
(1) After reviewing the resumes and other materials of relevant personnel, it is not found that non independent director candidates are not allowed to serve as directors of the company as stipulated in the company law and the articles of association, nor have they been punished by the CSRC and other relevant departments or the stock exchange.
(2) The non independent director candidates nominated this time have the qualifications of directors of listed companies as stipulated in laws, administrative regulations and the articles of association, have the necessary work experience to perform the duties of directors, and the nomination procedures are legal and effective; This nomination is based on a full understanding of the nominee’s educational background, work experience and professional quality, and has obtained the nominee’s written consent.
In conclusion, it is agreed that the board of directors of the company shall nominate Zhu Xiaojun and Liu Delei as candidates for non independent directors of the Fifth Board of directors of the company, and agree to submit the proposal on the election of non independent directors of the company to the first extraordinary general meeting of shareholders in 2022 for deliberation and voting.
Voting results: 5 in favor, 0 against and 0 abstention
3. The proposal on revoking the resolution on “changing the registered address of the company and amending the articles of association” of the company’s 2020 annual general meeting was deliberated and adopted
Since Shanghai Bay area science and Technology Development Co., Ltd. is no longer the controlling shareholder of the company, in order to maintain the stability of the company’s business premises, the board of Directors proposes to cancel the matters on changing the registered address and amending the articles of association in the resolution of the company’s 2020 annual general meeting. The registered address of the company is still No. 333, Nanxiang West Road, Dafeng District, Yancheng City, Jiangsu Province; The corresponding provisions in the articles of association remain unchanged.
The independent directors of the company express their independent opinions as follows: the company plans to revoke the change in the resolution of the previous general meeting of shareholders
Securities code: 002530 Announcement No.: 2022-004 changing the registered address and amending the articles of association is a decision made according to the actual business needs of the company, which will not adversely affect the actual operation and financial status of the company, and will not damage the interests of all shareholders of the company. Agree to the proposal on revoking the resolution of the 2020 annual general meeting of shareholders on “changing the registered address of the company and amending the articles of association”.
This proposal must be submitted to the first extraordinary general meeting of the company in 2022 for deliberation by special resolution.
Voting results: 5 in favor, 0 against and 0 abstention
4. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The board of directors of the company plans to convene the first extraordinary general meeting of shareholders of the company in 2022 on January 27, 2022 to review the relevant proposals submitted by the board of directors and the 11th meeting of the Fifth Board of supervisors of the company.
The board of directors decided that the place of the shareholders’ meeting is: Jc Finance & Tax Interconnect Holdings Ltd(002530) Shanghai Branch (10 / F, building 12a, Huatai center, 355 Jinyun Road, Jiangqiao Town, Jiading District, Shanghai).
Voting results: 5 in favor, 0 against and 0 abstention
The notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-006) was published in securities times, Shanghai Securities News and cninfo.com on January 12, 2022.
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 relevant matters considered at the 13th meeting of the Fifth Board of directors.
It is hereby announced.
Jc Finance & Tax Interconnect Holdings Ltd(002530) board of directors January 11, 2022
Securities code: 002530 Announcement No.: 2022-004 Annex: resume of relevant personnel
(I) resume of chairman Zhu Wenming
Zhu Wenming, male, Chinese nationality, born in 1967, with a bachelor’s degree. He has successively served as the technician of production department, director of marketing department, deputy general manager, general manager, director and chairman of the company’s predecessor Yancheng Fengdong heat treatment Co., Ltd. He is currently a director of the company; Chairman of Jiangsu Dongrun Jincai Investment Management Co., Ltd; He also serves as the chairman of Jiangsu Fengdong Heat Technology Co., Ltd., Shanghai Fengdong Heat Treatment Engineering Co., Ltd., Nanjing Fengdong Heat Treatment Engineering Co., Ltd., Suzhou Fengdong Heat Treatment Technology Co., Ltd., Tianjin Fengdong heat treatment Co., Ltd., Jiangsu Shichuan island Fengdong Vacuum Technology Co., Ltd., Yancheng high cycle heat refining Co., Ltd., and the vice chairman of Guangzhou Fengdong heat refining Co., Ltd, Director of Aipu parts manufacturing (Suzhou) Co., Ltd., supervisor of Jiangsu junkey Life Technology Development Co., Ltd., and executive director of Shanghai Junde Industrial Co., Ltd. and Shanghai Junhao Industrial Co., Ltd. Social positions include: executive director of heat treatment branch of China Society of mechanical engineering, party representative of Jiangsu Province and member of Yancheng CPPCC.
Zhu Wenming directly holds 50562282 shares of the company and indirectly holds 59.983552 million shares of the company by holding the equity of Jiangsu Dongrun Jincai Investment Management Co., Ltd., the major shareholder of the company. In addition, Zhu Wenming has no relationship with other directors, supervisors and senior management of the company and other shareholders holding more than 5% of the shares of the company; According to the inquiry on the website of the Supreme People’s court, it is not a “dishonest executee”, there is no situation stipulated in Article 146 of the company law, has not been punished by the CSRC and other relevant departments and the Shenzhen Stock Exchange, nor is there any other situation that is determined by the Shenzhen stock exchange that it is not suitable to serve as a director.
(II) resume of candidates for non independent directors
1. Resume of Zhu Xiaojun
Zhu Xiaojun, male, Chinese nationality, born in 1975, with a bachelor’s degree. He once worked in Jiangsu Senwei Group Co., Ltd. and successively served as technician, chief engineer, sales manager, assistant director and director of the marketing department of the company’s predecessor Yancheng Fengdong heat treatment Co., Ltd; He once served as the sales director of the company, the shareholder representative supervisor of the third board of supervisors of the company, and the non independent director of the Fourth Board of directors of the company. He is currently the director and general manager of Jiangsu Fengdong Thermal Technology Co., Ltd; He is also the chairman of Shanghai baohuawei heat treatment equipment Co., Ltd., Jiangsu Fengdong heat treatment and surface modification engineering technology research Co., Ltd., Aipu parts manufacturing (Suzhou) Co., Ltd., Wuhan Fengdong Heat Technology Co., Ltd., Changzhou Xinrun Fengdong Heat Treatment Engineering Co., Ltd., Yancheng Fengdong Qiyao Industrial Furnace Co., Ltd. and Yancheng Fengdong special Furnace Co., Ltd, Chairman and general manager of Yantai Fengdong Thermal Technology Co., Ltd; Shanghai Fengdong heat treatment Co., Ltd
Securities code: 002530 Announcement No.: 2022-004 Engineering Co., Ltd., Suzhou Fengdong Heat Treatment Technology Co., Ltd., Nanjing Fengdong Heat Treatment Engineering Co., Ltd., Tianjin Fengdong heat treatment Co., Ltd., Qingdao Fengdong heat treatment Co., Ltd., Qingdao Fengdong Thermal Technology Co., Ltd., Chongqing Fengdong metal surface treatment Co., Ltd Director of Chongqing Fengdong Heat Treatment Engineering Co., Ltd., Weifang Fengdong heat treatment Co., Ltd. and Jiangsu Shichuan island Fengdong Vacuum Technology Co., Ltd; Executive partner of Yancheng Dafeng Dongxin investment management partnership (limited partnership). Social positions: Vice President of China Heat Treatment Industry Association.
Zhu Xiaojun does not hold shares of the company; There is no affiliated relationship with other directors, supervisors and senior management of the company and other shareholders holding more than 5% of the shares of the company; According to the inquiry on the website of the Supreme People’s court, it is not a “dishonest executee”, there is no situation stipulated in Article 146 of the company law, has not been punished by the CSRC and other relevant departments and the Shenzhen Stock Exchange, nor is there any other situation that is determined by the Shenzhen stock exchange that it is not suitable to serve as a director.
2. Resume of Liu Delei
Liu Delei, male, Chinese nationality, born in 1989, bachelor degree, CPC member. From July 2012 to April 2017, he served as a practicing lawyer of Beijing Zhonglun law firm; From January 2020 to April 2021, served as deputy general manager of the company; He has been the investment director of the company since May 2017. He also serves as the chairman of Shanghai leitu Asset Management Co., Ltd., the director of Beijing Fangxin Hengli Technology Co., Ltd., Jiangsu Liyan Technology Co., Ltd. and Lianzhen digital technology (Shenzhen) Co., Ltd., and the supervisor of Shanghai Junde Industrial Co., Ltd.
Liu Delei does not hold shares of the company; There is no affiliated relationship with other directors, supervisors and senior management of the company and other shareholders holding more than 5% of the shares of the company; According to the inquiry on the website of the Supreme People’s court, it is not a “dishonest executee”, there is no situation stipulated in Article 146 of the company law, has not been punished by the CSRC and other relevant departments and the Shenzhen Stock Exchange, nor is there any other situation that is determined by the Shenzhen stock exchange that it is not suitable to serve as a director.
