Securities code: 300567 securities abbreviation: Wuhan Jingce Electronic Group Co.Ltd(300567) Announcement No.: 2022-013 Wuhan Jingce Electronic Group Co.Ltd(300567)
Announcement on the general election of the 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.
The term of office of the third board of directors of Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as “the company” or ” Wuhan Jingce Electronic Group Co.Ltd(300567) “) is about to expire. In accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China and the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as “the rules for the listing of shares on the gem”) The company decided to conduct the general election of the board of directors in accordance with the relevant legal procedures in accordance with the relevant laws and regulations, normative documents such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem (hereinafter referred to as “standardized operation of companies listed on the gem”) and the articles of Association (hereinafter referred to as “the articles of association”).
The company held the 41st meeting of the third board of directors on January 24, 2022. The meeting deliberated and adopted the proposal on nominating candidates for non independent directors of the Fourth Board of directors and the proposal on nominating candidates for independent directors of the Fourth Board of directors, and agreed to nominate and recommend Peng Qian, Chen Kai, Shen Yafei, Liu ronghua, Ma Jun Sheng sun is a non independent director candidate of the Fourth Board of directors of the company. Ji Xiaoqin, Lu Zaiping and Ma Chuangang are nominated as independent director candidates of the Fourth Board of directors. See the appendix for the resume of the candidates. Two independent directors of the company expressed their independent opinions on the above two proposals.
The above nine candidates were recommended by the controlling shareholder of the company and the third board of directors. The nomination committee of the board of directors reviewed the recommendation procedures, nomination procedures and the qualifications of the candidates, and considered that the above candidates met the qualifications and had the qualifications. Among the candidates for directors of the Fourth Board of directors, the total number of directors concurrently serving as senior managers of the company does not exceed half of the total number of directors of the company, and the proportion of independent directors meets the requirements of relevant laws and regulations.
As of the date of this announcement, Mr. Ma Chuangang has served as a director, supervisor or senior manager in more than five companies at the same time. According to the relevant provisions of the standardized operation of companies listed on the gem, The relevant information about the nomination of Mr. Ma Chuangang by the board of directors of the company as an independent director candidate of the Fourth Board of directors is as follows: Mr. Ma Chuangang has served as a director, supervisor or senior manager in more than five companies, of which four are listed companies (all independent directors), and the rest are non listed companies, Therefore, Mr. Ma Chuangang ensures that he has enough time and energy to effectively perform the duties of independent directors of the company. In view of Mr. Ma Chuangang’s personal educational background, work experience and qualifications, as well as his previous performance of duties and diligence as an independent director of the company, he actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on major matters of the company, and earnestly safeguarded the interests of the company and shareholders, especially small and medium-sized shareholders, The independent and professional role of independent directors has been brought into full play. After comprehensive consideration, the board of directors of the company nominated Mr. Ma Chuangang again as the candidate for independent director of the Fourth Board of directors of the company.
The independent director candidates nominated by the board of directors of the company, Ji Xiaoqin, Lu Zaiping and Ma Chuangang, have obtained the qualification certificate of independent director. In accordance with relevant regulations, the qualification and independence of independent director candidates need to be reported to Shenzhen stock exchange for filing and review. Only after there is no objection can they be submitted to the general meeting of shareholders for deliberation.
According to the company law, the articles of association and other relevant provisions, the above director candidates shall be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation. The cumulative voting system will be adopted when electing directors at the general meeting of shareholders, and 6 non independent directors and 3 independent directors will be elected to jointly form the Fourth Board of directors of the company. The term of office of the directors of the Fourth Board of directors is calculated from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022, and the term of office is three years. In order to ensure the normal operation of the board of directors, before the directors of the Fourth Board of directors take office, the directors of the third board of directors of the company will continue to faithfully and diligently perform their duties and responsibilities in accordance with laws and regulations, normative documents and the articles of association.
It is hereby announced.
Wuhan Jingce Electronic Group Co.Ltd(300567) board of directors January 24, 2022 Annex 1:
Resume of candidates for non independent directors of the Fourth Board of directors
Peng Qian: Chinese nationality, without permanent residency abroad, male, born in 1974, bachelor degree, major in refrigeration equipment and low temperature technology. From June 1997 to June 2004, he served as deputy director of the business department of Guangzhou espec Environmental Instruments Co., Ltd., engaged in marketing; June 2004 to November 2005 is the preparatory period for entrepreneurship; From November 2005 to August 2009, he served as the executive director of Wuhan intist Electronic Technology Co., Ltd., engaged in marketing; From June 2006 to December 2010, he served as the executive director and manager of Guangzhou Huace Electronic Technology Co., Ltd., engaged in marketing. From April 2006 to now, he has successively served as Wuhan Jingce Electronic Group Co.Ltd(300567) supervisor, executive director, manager, chairman and general manager, and is fully responsible for the operation of the company. He is currently the chairman of Wuhan Jingce Electronic Group Co.Ltd(300567) .
As of the date of this announcement, Mr. Peng Qian directly holds 70112000 shares of the company, indirectly holds 2432100 shares of the company through Wuhan Jingzhi Investment Center (limited partnership) and Wuhan Jingrui Investment Center (limited partnership), and holds a total of 72544100 shares of the company, accounting for 26.08% of the total share capital of the company. As the controlling shareholder and actual controller of the company, Mr. Peng Qian has no relationship with other shareholders holding more than 5% of the company’s shares, other directors, supervisors and senior managers, and has not been punished by the CSRC and other relevant departments or the stock exchange, 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 companies listed on GEM, nor are they dishonest Executees.
Chen Kai: Chinese nationality, without permanent residency abroad, male, born in 1977, with postgraduate education, majoring in communication and information system. From 1999 to 2008, he successively engaged in R & D work in Wuhan Zhongyou Technology Co., Ltd., Wuhan Changzheng Rocket Technology Co., Ltd., Wuhan Institute of Posts and telecommunications and Wuhan intist Electronic Technology Co., Ltd. Since May 2008, he has successively served as the manager, supervisor, deputy general manager and general manager of Wuhan Jingce Electronic Group Co.Ltd(300567) product department, mainly responsible for the company’s R & D and production business.
Currently Wuhan Jingce Electronic Group Co.Ltd(300567) director and general manager.
As of the date of this announcement, Mr. Chen Kai directly holds 22529813 shares of the company, accounting for 8.10% of the total share capital of the company; It has no relationship with other shareholders, actual controllers, other directors, supervisors and other senior managers who hold more than 5% of the company’s shares, and has not been punished by the CSRC and other relevant departments and the stock exchange. There is no article 3.2.3 of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM The circumstances specified in article 3.2.4 are not the person subject to execution in breach of faith.
Shen Yafei: Chinese nationality, without permanent residency abroad, male, born in 1978, bachelor degree, major in electronics and information system. From 2000 to 2009, he worked as a hardware R & D Engineer in Wuhan Wuda Yingkang integrated media Co., Ltd., Wuhan Changzheng Rocket Technology Co., Ltd., Fiberhome Telecommunication Technologies Co.Ltd(600498) broadband access department, and engaged in hardware R & D. Since 2009, he has successively served as the manager and deputy general manager of Wuhan Jingce Electronic Group Co.Ltd(300567) R & D department, mainly engaged in R & D. Currently Wuhan Jingce Electronic Group Co.Ltd(300567) director and deputy general manager.
As of the date of this announcement, Mr. Shen Yafei directly holds 2109478 shares of the company and indirectly holds 210107 shares of the company through Wuhan Jingzhi Investment Center (limited partnership), holding a total of 2319585 shares of the company, accounting for 0.83% of the total share capital of the company; It has no relationship with shareholders, actual controllers, other directors, supervisors and other senior managers who hold more than 5% of the company’s shares, and has not been punished by the CSRC and other relevant departments and the stock exchange. There is no article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen stock exchange No. 2 – standardized operation of companies listed on GEM The circumstances specified in article 3.2.4 are not the person subject to execution in breach of faith.
Liu ronghua: Chinese nationality, without overseas permanent residency, male, born in 1985, bachelor degree, major in automation. Joined Wuhan Jingce Electronic Group Co.Ltd(300567) in 2006 and successively served as the company’s R & D Engineer, project manager, product line manager and business division manager, responsible for the planning, R & D and operation of technology and products; Served as director and general manager of Wuhan Jingli Electronic Technology Co., Ltd. and other important subsidiaries, and now serves as Wuhan Jingce Electronic Group Co.Ltd(300567) deputy general manager.
As of the date of this announcement, Mr. Liu ronghua did not directly hold the shares of the company, but indirectly held 329076 shares of the company through Wuhan Jingzhi Investment Center (limited partnership), accounting for 0.12% of the total share capital of the company; It has no relationship with shareholders, actual controllers, directors, supervisors and other senior managers who hold more than 5% of the company’s shares, and has not been punished by the CSRC and other relevant departments and the stock exchange. There is no article 3.2.3 of the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock exchange No. 2 – standardized operation of companies listed on GEM The circumstances specified in article 3.2.4 are not the person subject to execution in breach of faith.
Ma Jun: Chinese nationality, without permanent residency abroad, male, born in 1979, doctoral degree, major in condensed matter physics. From July 2007 to June 2015, he served as manager of Technology Development Department, deputy chief engineer of R & D center, director and senior director of R & D center of Shanghai Tianma Microelectronics Co., Ltd; From June 2015 to November 2017, served as Tianma Microelectronics Co.Ltd(000050) assistant general manager; From December 2017 to November 2020, concurrently served as Tianma Microelectronics Co.Ltd(000050) consultant; In 2018, he joined Wuhan Jingce Electronic Group Co.Ltd(300567) and served as director and general manager of important subsidiaries such as Shanghai Precision Measurement Semiconductor Technology Co., Ltd. and now he is the deputy general manager of Wuhan Jingce Electronic Group Co.Ltd(300567) .
As of the date of this announcement, Mr. Ma Jun does not hold shares of the company, has no relationship with shareholders, actual controllers, directors, supervisors and other senior managers holding more than 5% of the shares of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange, 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 companies listed on GEM, nor are they dishonest Executees.
Sheng sun (Sun Sheng): American nationality, Chinese permanent residency, male, born in 1968, doctoral degree, major in physical chemistry. From July 1996 to January 2009, he worked in Akt, the display business subsidiary of American applied materials company, and successively served as senior engineer, technical expert, marketing director and executive director. Since 2003, he has created the flat panel display equipment business in China and established the Akt China team; From January 2009 to January 2019, he worked in SunPower company of the United States, successively served as the equipment manager and executive director of the R & D department, and successively joined the joint venture Huaxia concentrating (Inner Mongolia) photovoltaic power Co., Ltd. as the general manager and Dongfang Huansheng photovoltaic (Jiangsu) Co., Ltd. as the deputy general manager. From January 2019 to may 2021, he served as vice president of sales of American applied materials company and general manager of display and flexible technology business group in China, responsible for the display equipment business in China. He joined Wuhan Jingce Electronic Group Co.Ltd(300567) in 2021 and is now the general manager of Wuhan Jingce Electronic Group Co.Ltd(300567) new energy business group.
As of the date of this announcement, Mr. Sheng sun (Sun Sheng) does not hold shares of the company, has no relationship with shareholders, actual controllers, directors, supervisors and senior managers holding more than 5% of the shares of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange, 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 companies listed on GEM, nor are they dishonest Executees.
Annex 2:
Resume of independent director candidates of the Fourth Board of directors
Ji Xiaoqin: Chinese nationality, without permanent residency abroad, female, born in 1963, doctoral degree, major in management (Accounting), non practicing member of Chinese certified public accountant and senior member of China Accounting Society. From 1989 to 2021, he successively served as teaching assistant and lecturer of Jiangxi University of Finance and economics, independent director of Huangshi Bangke Technology Co., Ltd., independent director of Guangzhou Huagong Baichuan Technology Co., Ltd., Guangdong Taiantang Pharmaceutical Co.Ltd(002433) independent director and Hubei Dinglong Co.Ltd(300054) independent director. He is currently an associate professor of Zhongnan University of economics and law, and concurrently serves as an independent director of Jc Finance & Tax Interconnect Holdings Ltd(002530) , an independent director of Guangdong yiyuantong Technology Co., Ltd., an independent director of Guangzhou Zike Environmental Protection Technology Co., Ltd., Wuhan Jingce Electronic Group Co.Ltd(300567) an independent director, a director of Hubei European and American Students Association, and a member of the 7th women’s Working Committee of Hubei Provincial Committee of Jiusan Society.
As of the date of this announcement, Ms. Ji Xiaoqin does not hold shares of the company, has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the shares of the company, and has not been punished by the CSRC and other relevant departments or the securities exchange, 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, nor are they dishonest Executees; Comply with the provisions of the company law and other relevant laws and regulations on the qualification and independence of independent directors.
Lu Zaiping: Chinese nationality, without permanent residency abroad, male, born in 1971,
