Securities code: 300978 securities abbreviation: Winbo-Dongjian Automotive Technology Co.Ltd(300978) Announcement No.: 2022-001 Winbo-Dongjian Automotive Technology Co.Ltd(300978)
Announcement of resolutions of the 15th meeting of the second 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
The 15th meeting of the second board of directors of Winbo-Dongjian Automotive Technology Co.Ltd(300978) (hereinafter referred to as “the company”) was held on January 22, 2022 in the company’s conference room in the form of on-site combined with communication voting. The notice of this meeting was sent to all directors, supervisors and senior managers of the company by email on January 17, 2022. The number of directors who should attend the meeting is 9, and the actual number of directors who attend the meeting is 9. Among them, independent director Xie Qing, independent director Xie Hong and independent director Li boqiao participate in the meeting by means of communication.
The meeting was presided over by Mr. Ma Yongtao, chairman of the company, and the Secretary of the board of directors, supervisors and senior managers of the company attended the meeting as nonvoting delegates.
The convening of this board meeting complies with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
The directors present at the meeting deliberated and voted on various proposals and formed the following resolutions:
(I) deliberated and passed the proposal on adding the post of vice chairman and amending the articles of association
In order to further optimize and improve the corporate governance and improve the decision-making efficiency and level of the company, the company plans to add the post of vice chairman and revise articles 67, 112 and 114 of the Winbo-Dongjian Automotive Technology Co.Ltd(300978) articles of association.
See the Winbo-Dongjian Automotive Technology Co.Ltd(300978) articles of association and Winbo-Dongjian Automotive Technology Co.Ltd(300978) amendment to the articles of Association published on cninfo.com on the same day for details.
Voting results: 9 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. (II) deliberated and passed the proposal on Amending the rules of procedure of the general meeting of shareholders
The company plans to add the post of vice chairman and revise articles 33 and 57 of the rules of procedure of Winbo-Dongjian Automotive Technology Co.Ltd(300978) general meeting of shareholders accordingly.
For details, please refer to the rules of procedure of Winbo-Dongjian Automotive Technology Co.Ltd(300978) general meeting of shareholders published on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. (III) deliberated and adopted the proposal on Amending the rules of procedure of the board of directors
The company plans to add the post of vice chairman and revise Articles 17 and 24 of the rules of procedure of the Winbo-Dongjian Automotive Technology Co.Ltd(300978) board of directors accordingly.
For details, please refer to the Winbo-Dongjian Automotive Technology Co.Ltd(300978) rules of procedure of the board of directors published on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. (IV) deliberated and passed the proposal on the prediction of daily connected transactions in 2022
The total amount of daily related party transactions between the company and its related party Foshan Yingxun Plastic Technology Co., Ltd. in 2022 is expected to not exceed 22.15 million yuan. The estimated amount of the company’s daily related party transactions in 2022 is the actual production and operation needs of the company, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders. The independent directors of the company have expressed their prior approval opinions and explicit consent opinions on this proposal, and the recommendation institution has issued no objection verification opinions. See Winbo-Dongjian Automotive Technology Co.Ltd(300978) announcement on the forecast of daily connected transactions in 2022 published by the company on cninfo.com on the same day for details.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Ma Yongtao, a related director, avoided voting on this proposal.
(V) deliberated and passed the proposal on formulating the financial report management system
For details, please refer to the Winbo-Dongjian Automotive Technology Co.Ltd(300978) financial report management system published on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
(VI) deliberated and passed the proposal on convening the first extraordinary general meeting of shareholders in 2022
According to the actual work situation, the company plans to hold the first extraordinary general meeting of shareholders in 2022 at 15:00 on Friday, February 18, 2022 in the conference room on the second floor of the company to review the relevant proposals submitted by the board of directors. The general meeting of shareholders adopts the combination of on-site voting and online voting.
For details, see the notice on convening the first extraordinary general meeting of shareholders in 2022 published on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 15th meeting of the second board of directors;
2. Prior approval opinions of independent directors on matters related to the 15th meeting of the second board of directors;
3. Independent opinions of independent directors on matters related to the 15th meeting of the second board of directors;
4. Citic Securities Company Limited(600030) verification opinions on Winbo-Dongjian Automotive Technology Co.Ltd(300978) 2022 daily connected transactions.
It is hereby announced.
Winbo-Dongjian Automotive Technology Co.Ltd(300978) board of directors January 24, 2022
