Securities code: 300739 securities abbreviation: Sunshine Global Circuits Co.Ltd(300739) Announcement No.: 2022-011 bond Code: 123087 bond abbreviation: Mingdian convertible bond
Sunshine Global Circuits Co.Ltd(300739)
Announcement on the general election of the board of directors of the company
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
The second board of directors of Sunshine Global Circuits Co.Ltd(300739) (hereinafter referred to as “the company”) is about to expire. According to the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the articles of association and other relevant provisions, The company decides to conduct the general election of the board of directors in accordance with relevant legal procedures.
On January 12, 2022, the company held the 39th (Interim) meeting of the second board of directors, deliberated and adopted the proposal on the general election of non independent directors of the third board of directors and the proposal on the general election of independent directors of the third board of directors. Agree to nominate Mr. Zhang Peike, Mr. Sun Wenbing, Mr. Dou xucai and Mr. Zhang Zhenguang as candidates for non independent directors of the third board of directors of the company; Mr. Wei Wei, Mr. Huang Zhidong and Ms. Li JUANJUAN are nominated as candidates for independent directors of the third board of directors of the company (see Annex for resumes of the above candidates).
Among them, Mr. Huang Zhidong, an independent director candidate, has not obtained the independent director qualification certificate. He has promised to participate in the latest independent director training course of listed companies and obtain the independent director qualification certificate recognized by Shenzhen Stock Exchange. Independent director candidates Mr. Wei Wei and Ms. Li JUANJUAN have obtained the qualification certificate of independent director. The qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange and submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation.
The nomination committee of the board of directors of the company has passed the qualification examination of the above director candidates, and the current independent directors have expressed their agreed independent opinions on this matter. According to the relevant provisions of the company law and the articles of association, the above director candidates shall be submitted to the second extraordinary general meeting of the company in 2022 for deliberation, and four non independent directors and three independent directors shall be elected by cumulative voting system to jointly form the third board of directors of the company for a term of three years, Calculated from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022. The number of directors who concurrently serve as senior managers of the company in the board of directors shall not exceed one-half of the total number of directors of the company, which is in line with relevant regulations
Mr. Qin Xiaohu, a director of the second board of directors of the company, will no longer serve as a director of the company after the expiration of his term of office, but will still hold other positions in the company except directors; Independent directors Mr. Chen Shijie, Mr. Wang Guisheng and Ms. Nan Jie will no longer serve as independent directors and special committees under the board of directors after the expiration of their term of office because they have served as independent directors of the company for six years. The company sincerely thanks Mr. Qin Xiaohu, Mr. Chen Shijie, Mr. Wang Guisheng and Ms. Nan Jie for their contributions to the development of the company during their tenure.
In order to ensure the normal operation of the board of directors, before the new board of directors takes office, the directors of the second board of directors of the company will continue to faithfully and diligently perform their duties and responsibilities in accordance with laws, regulations, the articles of association and other relevant provisions
It is hereby announced.
Sunshine Global Circuits Co.Ltd(300739) board of directors January 13, 2022 Annex I: resume of non independent directors
1. Mr. Zhang Peike: born in 1963, Chinese nationality, right of abode in Hong Kong, no other permanent right of abode abroad, graduate degree; From 1981 to 1985, he studied in the Department of machinery of Xi’an Jiaotong University and obtained a bachelor’s degree; From 1985 to 1987, worked in the Department of machinery of Xi’an Jiaotong University; From 1987 to 1990, he studied mechanical manufacturing in Xi’an Jiaotong University and obtained a master’s degree; From 1990 to 1992, he taught in the Micro Technology Department of Xi’an Jiaotong University; From 1992 to 1994, worked in Shenzhen zhizhuofeigo company; From 1994 to 2001, he served as the factory director of Shenzhen Jianxin Electronics Co., Ltd; From July 2001 to January 2016, he served as the chairman of Shenzhen Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd; He is currently the chairman of the company and concurrently serves as the executive director and general manager of Guangxi runzhixi Enterprise Management Co., Ltd., the executive partner of Yunnan Shengjian enterprise management center (limited partnership) and Yunnan Jianxi enterprise management center (limited partnership), the director of Sunshine Global Circuits Co.Ltd(300739) (Hong Kong) Co., Ltd., the director of sunshine circuits USA, LLC (Mingyang) Executive director of Shenzhen bairou New Material Technology Co., Ltd., director of Shenzhen Chaoxian Technology Co., Ltd. and executive partner of Shenzhen Wangyuan business service partnership (limited partnership).
As of the disclosure date of this announcement, Mr. Zhang Peike has controlled 178174531 shares of the company through Guangxi runzhixi Enterprise Management Co., Ltd., Yunnan Jianxi enterprise management center (limited partnership) and Yunnan Shengjian enterprise management center (limited partnership), accounting for 60.45% of the total share capital of the company, and is the actual controller of the company. Mr. Zhang Peike has no other related relationship with other shareholders, other directors, supervisors and senior managers holding more than 5% of the company’s shares, and has not been punished by the CSRC and other relevant departments or the stock exchange; The conditions for serving as a director of the company that meet the requirements of the company law and other relevant laws, regulations and provisions, and there are no circumstances specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies. According to the company’s inquiry on the website of the Supreme People’s court, Mr. Zhang Peike is not a “dishonest executee”.
2. Mr. Sun Wenbing: born in 1968, Chinese nationality, right of abode in Hong Kong, no other permanent right of abode abroad, MBA degree in Tsinghua Wales and EMBA degree in China Europe International Business School; From 1986 to 1990, majored in analytical chemistry in the Department of chemistry of Northwest University, with a bachelor’s degree; From 1990 to 1993, he served as an engineer of Xijing Electric Corporation and Xi’an Electronic Ceramics Co., Ltd., a Sino US joint venture; From 1993 to 2002, he was the production manager of Guangzhou (Kaiping) yilianda Electronics Co., Ltd; From 2002 to 2003, he served as the director of Shenzhen Century circuit board factory; General manager of Shenzhen Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd. from August 2003 to January 2016; Since 2014, he has served as executive director and general manager of Xunwu shenggaoying Enterprise Management Co., Ltd; From January 2016 to November 2020, he served as director and general manager of the company, executive director and general manager of Jiujiang Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd., executive director of Zhuhai Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd., director and general manager of Sunshine Global Circuits Co.Ltd(300739) (Hong Kong) Co., Ltd; He is currently a director of the company.
As of the disclosure date of this announcement, Mr. Sun Wenbing directly held 5690000 shares of the company and indirectly held 11919850 shares of the company through Wuxian shenggaoying Enterprise Management Co., Ltd., holding 17609850 shares in total, accounting for 5.97% of the total share capital of the company. Mr. Sun Wenbing has no relationship with shareholders, directors, supervisors and senior managers holding more than 5% of the company’s shares, and has not been punished by the CSRC and other relevant departments or the stock exchange; The conditions for serving as a director of the company that meet the requirements of the company law and other relevant laws, regulations and provisions, and there are no circumstances specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies. According to the company’s inquiry on the website of the Supreme People’s court, Mr. Sun Wenbing is not a “dishonest executee”.
3. Mr. Dou xucai: born in 1979, Chinese nationality, without overseas permanent residency, MBA degree of Guangxi Normal University. In July 2004, he joined Shenzhen Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd. and successively served as business merchandiser, sales director and sales manager. From January 2016 to now, he has served as deputy general manager and marketing manager of the company.
As of the disclosure date of this announcement, Mr. Dou xucai indirectly held 959600 shares of the company through Yunnan Shengjian enterprise management center (limited partnership), accounting for 0.33% of the total share capital of the company. Mr. Dou xucai has no relationship with shareholders, directors, supervisors and senior managers holding more than 5% of the company’s shares, and has not been punished by CSRC and other relevant departments or the stock exchange; The conditions for serving as a director of the company that meet the requirements of the company law and other relevant laws, regulations and provisions, and there are no circumstances specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies. According to the company’s inquiry on the website of the Supreme People’s court, Mr. Dou xucai is not a “dishonest executee”. 4. Mr. Zhang Zhenguang: born in 1981, Chinese nationality, without permanent residency abroad, master’s degree. From 2012 to 2017, he served as the chief consultant of AON Hewitt consulting (Shanghai) Co., Ltd; Co president of Baixiang Food Co., Ltd. from 2017 to 2018; From 2018 to 2021, he served as president of Shenzhen Ruidexin investment group. In January 2022, join in Sunshine Global Circuits Co.Ltd(300739) .
As of the disclosure date of this announcement, Mr. Zhang Zhenguang did not hold the company’s shares. Mr. Zhang Zhenguang has no relationship with shareholders, directors, supervisors and senior managers holding more than 5% of the company’s shares, and has not been punished by CSRC and other relevant departments or the stock exchange; Directors who meet the requirements of the company law and other relevant laws, regulations and provisions do not have the conditions specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM. According to the company’s inquiry on the website of the Supreme People’s court, Mr. Zhang Zhenguang is not a “dishonest executee”.
Annex II: resume of independent directors
1. Mr. Wei Wei, born in 1965, Chinese nationality, without permanent residency abroad, doctor of management science and engineering of Huazhong University of science and technology, visiting scholar of Northwestern University in the United States. He has successively served as vice president of School of economics and management of Xinjiang University, postdoctoral fellow of China Economic Research Center of Peking University, vice president of HSBC Business School of Peking University, Wuxi Hodgen Technology Co.Ltd(300279) non-executive director, Telling Telecommunication Holding Co.Ltd(000829) , Skyworth Digital Holdings Co., Ltd., Changyuan Technology Group Ltd(600525) Co., Ltd. and Zte Corporation(000063) independent non-executive director. He is currently a professor of management at HSBC Business School of Peking University, Xinjiang Goldwind Science And Technology Co.Ltd(002202) independent non-executive director, Xinjiang Sailing Information Technology Co.Ltd(300588) independent non-executive director and independent non-executive director of China Aviation Technology International Holdings Co., Ltd.
As of the disclosure date of this announcement, Mr. Wei Wei did not hold shares of the company. Mr. Wei Wei has no relationship with shareholders, directors, supervisors and senior managers holding more than 5% of the company’s shares, and has not been punished by the CSRC and other relevant departments or the stock exchange; The conditions for serving as a director of the company that meet the requirements of the company law and other relevant laws, regulations and provisions, and there are no circumstances specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies. According to the company’s inquiry on the website of the Supreme People’s court, Mr. Wei Wei is not a “dishonest executee”.
2. Mr. Huang Zhidong: born in 1962, Chinese nationality, without overseas permanent residency, graduated from Sun Yat sen University in 1983, majoring in chemical engineering and obtained a bachelor’s degree; In 1998, he graduated from South China University of technology with MBA, master’s degree and senior engineer title. He used to be the manager of Guangdong Goworld Co.Ltd(000823) quality department, the manager of manufacturing department and the assistant to the general manager, the executive deputy general manager of Shantou ultrasonic printed board company, the vice president of China Electronic Circuit Industry Association and the president of Shantou young scientific and technological workers association. He is currently the general manager and director of Shantou ultrasonic printed board company; Director of Sichuan ultrasonic printed board Co., Ltd; Director of China Japan electronic circuit friendship Promotion Association; Chairman of the board of supervisors of China Electronic Circuit Industry Association.
As of the disclosure date of this announcement, Mr. Huang Zhidong did not hold shares of the company. Mr. Huang Zhidong has no relationship with shareholders, directors, supervisors and senior managers holding more than 5% of the company’s shares, and has not been punished by the CSRC and other relevant departments or the stock exchange; The conditions for serving as a director of the company that meet the requirements of the company law and other relevant laws, regulations and provisions, and there are no circumstances specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies. According to the company’s inquiry on the website of the Supreme People’s court, Mr. Huang Zhidong is not a “dishonest executee”.
3. Ms. Li JUANJUAN: born in 1965, Chinese nationality, without permanent residency abroad, Chinese certified public accountant, senior accountant. From 1982 to 1985, he studied industrial accounting in Anhui University of Finance and trade (now renamed Anhui University of Finance and Economics), obtained a bachelor’s degree and a bachelor’s degree in economics, and completed the postgraduate course of accounting in Xiamen University from 2000 to 2002. He has successively served as director of computer accounting major, director of planning and finance department and vice president of School of economics of Shenzhen Vocational and technical college. He was employed as a plan and budget review, supervision and consultation expert of the Standing Committee of the sixth Shenzhen Municipal People’s Congress and the fifth Shenzhen school inspector.
As of the disclosure date of this announcement, Ms. Li JUANJUAN did not hold shares of the company. Ms. Li JUANJUAN has no relationship with shareholders, directors, supervisors and senior managers holding more than 5% of the company’s shares, and has not been punished by the CSRC and other relevant departments or the stock exchange; Meet the requirements of the company law and other relevant laws, regulations and provisions for serving as a director of the company, and there is no guidance on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – innovation
