Securities code: 300739 securities abbreviation: Sunshine Global Circuits Co.Ltd(300739) Announcement No.: 2022-005
Bond Code: 123087 bond abbreviation: Mingdian convertible bond
Sunshine Global Circuits Co.Ltd(300739)
Announcement of resolutions of the 39th (Interim) meeting of the second board of directors
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.
1、 Convening of board meeting
The 39th (Interim) meeting of the second board of directors (hereinafter referred to as "the meeting") of Sunshine Global Circuits Co.Ltd(300739) (hereinafter referred to as "the company") was held on January 12, 2022 by on-site combined with communication voting. The meeting notice has been sent by mail, telephone, personal delivery and other means on January 7, 2022. The meeting was presided over by Mr. Zhang Peike, chairman of the company. There were 6 directors and 6 actual directors. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening procedures of the meeting comply with the company law of the people's Republic of China, the articles of association and other relevant provisions, and the formed resolutions are legal and effective.
2、 Deliberations of the board meeting
(I) the proposal on the general election of non independent directors of the third board of directors of the company was deliberated and adopted.
The second session of the board of directors of the company is about to expire. According to the relevant provisions of the company law and the articles of association and the qualification examination conducted by the nomination committee of the board of directors, the board of directors of the company nominated Mr. Zhang Peike, Mr. Sun Wenbing, Mr. Dou xucai and Mr. Zhang Zhenguang as candidates for non independent directors of the third session of the board of directors of the company (see the annex for resume), The term of office is three years from the date of the second extraordinary general meeting of shareholders in 2022.
Mr. Qin Xiaohu, a non independent 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. 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 still earnestly perform their duties in accordance with relevant laws and regulations and the articles of association.
The directors present at the meeting voted on the above candidates one by one, and the voting results are as follows:
1. Elect Mr. Zhang Peike as a non independent director of the third board of directors of the company;
Voting result: 6 affirmative votes; No negative votes; No abstentions.
2. Elect Mr. Sun Wenbing as a non independent director of the third board of directors of the company;
Voting result: 6 affirmative votes; No negative votes; No abstentions.
3. Elect Mr. Dou xucai as a non independent director of the third board of directors of the company;
Voting result: 6 affirmative votes; No negative votes; No abstentions.
4. Elect Mr. Zhang Zhenguang as a non independent director of the third board of directors of the company;
Voting result: 6 affirmative votes; No negative votes; No abstentions.
The independent directors of the company have expressed their independent opinions on the above matters. This proposal needs to be submitted to the second extraordinary general meeting of the company in 2022 for deliberation, and the cumulative voting system shall be adopted to vote on non independent director candidates one by one.
For details, please refer to cninfo.com, the information disclosure website designated by the company on the gem on January 13, 2022（ http://www.cn.info.com.cn. ）Relevant announcements disclosed.
(II) the proposal on the general election of independent directors of the third board of directors of the company was deliberated and adopted.
The second session of the board of directors of the company is about to expire. According to the relevant provisions of the company law and the articles of association, and after the qualification examination by the nomination committee of the board of directors, the board of directors of the company nominated Mr. Wei Wei, Mr. Huang Zhidong and Ms. Li JUANJUAN as independent director candidates for the third session of the board of directors of the company (see the appendix for resume), and the term of office is three years from the date of adoption by the general meeting of shareholders of the company.
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 still earnestly perform their duties in accordance with relevant laws and regulations and the articles of association.
The directors present at the meeting voted on the above candidates one by one, and the voting results are as follows:
1. Elect Mr. Wei Wei as an independent director of the third board of directors of the company;
Voting result: 6 affirmative votes; No negative votes; No abstentions.
2. Elect Mr. Huang Zhidong as an independent director of the third board of directors of the company;
Voting result: 6 affirmative votes; No negative votes; No abstentions.
3. Elect Ms. Li JUANJUAN as an independent director of the third board of directors of the company;
Voting result: 6 affirmative votes; No negative votes; No abstentions.
Independent director candidates Mr. Wei Wei and Ms. Li JUANJUAN have obtained the independent director qualification certificate, and independent director candidate Mr. Huang Zhidong has not obtained the independent director qualification certificate. He promises to actively participate in the latest independent director training organized by Shenzhen Stock Exchange and obtain the independent director qualification certificate recognized by the exchange.
The independent directors of the company have expressed their independent opinions on the above matters. The qualification and independence of the candidates for independent directors shall be reviewed by Shenzhen Stock Exchange. After there is no objection, they shall be submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation, and the cumulative voting system shall be adopted to vote on the candidates for independent directors one by one.
For details, please refer to cninfo.com, the information disclosure website designated by the company on the gem on January 13, 2022（ http://www.cn.info.com.cn. ）Relevant announcements disclosed.
(III) the proposal on repurchase and cancellation of some restricted shares was deliberated and adopted.
According to the provisions of the measures for the administration of equity incentive of listed companies and the company's 2020 restricted stock incentive plan (Revised Draft), eight incentive objects of the company's restricted stock incentive plan have resigned and no longer meet the incentive conditions related to the incentive plan. A total of 91800.00 restricted shares granted but not lifted are proposed to be repurchased and cancelled by the company, The repurchase price is 9.01 yuan / share. All the funds used by the company to pay for the repurchase of restricted shares are its own funds, and the total repurchase price is 827118.00 yuan. The independent directors of the company expressed their independent opinions on the matter, and the board of supervisors of the company issued verification opinions. Beijing Deheng (Shenzhen) law firm issued a legal opinion on the matter. For details, please refer to cninfo.com.cn on January 13, 2022 Announcement on repurchase and cancellation of some restricted shares disclosed. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 6 in favor, 0 against and 0 abstention.
(IV) the proposal on convening the second extraordinary general meeting of shareholders in 2022 was considered and adopted.
The company will hold the second extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting at 15:00 p.m. on February 8, 2022.
For details, please refer to cninfo.com, the information disclosure website designated by the company on the gem on January 13, 2022（ http://www.cn.info.com.cn. ）Notice on convening the second extraordinary general meeting of shareholders in 2022 disclosed.
Voting results: 6 in favor, 0 against and 0 abstention.
3、 Documents for future reference
(I) resolution of the 39th (Interim) meeting of the second board of directors of the company;
(II) independent opinions of independent directors on matters related to the 39th (Interim) meeting of the second board of directors;
(III) legal opinion of Beijing Deheng (Shenzhen) law firm on matters related to repurchase and cancellation of some incentive shares of Sunshine Global Circuits Co.Ltd(300739) 2020 restricted stock incentive plan. (IV) other documents.
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. January 2022, plus
