Securities code: 300567 securities abbreviation: Wuhan Jingce Electronic Group Co.Ltd(300567) Announcement No.: 2022-009 Wuhan Jingce Electronic Group Co.Ltd(300567)
Announcement of resolutions of the 41st meeting of the third 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 41st meeting of the third board of directors of Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as “the company”) was convened by Mr. Peng Qian, chairman of the company. The notice of the meeting was sent by e-mail on January 21, 2022. The meeting was held at 14:00 on January 24, 2022 in the conference room of the company at No. 22, liufangyuan South Road, East Lake New Technology Development Zone, Wuhan.
There are 5 directors who should attend the meeting and 5 actually attended the meeting (including 2 by means of communication voting). The directors Mr. Chen Kai and Mr. Shen Yafei vote by means of communication. The meeting was presided over by Mr. Peng Qian, chairman of the company. The supervisors and some senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the relevant laws and regulations such as the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the relevant provisions of the Wuhan Jingce Electronic Group Co.Ltd(300567) articles of Association (hereinafter referred to as the “articles of association”), and the meeting is legal and effective.
2、 Deliberations of the board meeting
After careful consideration by the directors attending the meeting, the following resolutions are adopted:
(I) the meeting deliberated and adopted the proposal on the prediction of the company’s daily operating related party transactions in 2022 by 3 affirmative votes, 0 negative votes, 0 abstention votes and 2 avoidance votes (the related parties Peng Qian and Chen Kai avoided voting); Agree that the company has daily operational related party transactions with related parties Wuhan clemet environmental equipment Co., Ltd., Suzhou Keyun Laser Technology Co., Ltd., Wayne Testing Technology (Wuhan) Co., Ltd., Kunshan Longyu Intelligent Technology Co., Ltd., Haining yinuoweit Technology Co., Ltd. and Zhejiang Zhongling Technology Co., Ltd, It is estimated that the total amount of daily connected transactions in 2022 will not exceed 193.52 million yuan.
For details, please refer to the company’s announcement on cninfo.com on January 25, 2022（ http://www.cn.info.com.cn. ）The Wuhan Jingce Electronic Group Co.Ltd(300567) announcement on the prediction of the company’s daily operating related party transactions in 2022 disclosed.
Independent directors issued prior approval and independent opinions, and the recommendation institution China Merchants Securities Co.Ltd(600999) issued special verification opinions. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) the meeting deliberated and adopted the proposal on adjusting the number of members of the board of directors and amending the articles of association by 5 affirmative votes, 0 negative votes and 0 abstention votes;
In order to strengthen the construction of the board of directors, promote scientific decision-making, further improve the internal governance structure of the company, and meet the actual needs of business operation at this stage and future development, it is proposed to increase the number of non independent directors and independent directors with rich practical management experience and professional background, and improve the professional structure of the board of directors by increasing the seats of directors, Further improve the ability and level of scientific decision-making of the board of directors of the company, and agree to amend the corresponding provisions of the articles of association.
For details, please refer to the company’s announcement on cninfo.com on January 25, 2022（ http://www.cn.info.com.cn. ）The Wuhan Jingce Electronic Group Co.Ltd(300567) announcement on adjusting the number of members of the board of directors and amending the articles of Association disclosed.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(III) the meeting deliberated and adopted the proposal on Amending the rules of procedure of the company’s general meeting of shareholders with 5 affirmative votes, 0 negative votes and 0 abstention votes;
According to the amendment of the articles of association, it is agreed to amend the corresponding provisions of the Wuhan Jingce Electronic Group Co.Ltd(300567) rules of procedure of the general meeting of shareholders.
For details, please refer to the company’s announcement on cninfo.com on January 25, 2022（ http://www.cn.info.com.cn. ）The revised rules of procedure of the Wuhan Jingce Electronic Group Co.Ltd(300567) general meeting of shareholders.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(IV) the meeting deliberated and adopted the proposal on Amending the rules of procedure of the board of directors of the company with 5 affirmative votes, 0 negative votes and 0 abstention votes;
According to the amendment of the articles of association, it is agreed to amend the corresponding provisions of the Wuhan Jingce Electronic Group Co.Ltd(300567) rules of procedure of the board of directors.
For details, please refer to the rules of procedure of the board of directors of cninfo.com on January 25, 2022.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(V) deliberating and passing the proposal on nominating candidates for non independent directors of the Fourth Board of directors item by item; Since the term of office of the third board of directors of the company is about to expire, the board of directors of the company decides to conduct the general election of the board of directors in accordance with relevant legal procedures in accordance with the company law, the articles of association and other relevant provisions. Upon nomination and the qualification review of the nomination committee of the board of directors, the board of directors of the company agreed that Mr. Peng Qian, Mr. Chen Kai, Mr. Shen Yafei, Mr. Liu ronghua, Mr. Ma Jun and Mr. Sheng sun (Sun Sheng) were candidates for non independent directors of the Fourth Board of directors of the company. The resume of the candidate is disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement of Wuhan Jingce Electronic Group Co.Ltd(300567) on the general election of the board of directors. The term of office of non independent directors of the Fourth Board of directors shall be three years from the date of adoption by the general meeting of shareholders of the company.
Independent directors expressed independent opinions. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
The proposal adopts the method of voting item by item for the nomination of each candidate. The specific voting results are as follows:
(1) Nominate Mr. Peng Qian as a candidate for non independent director of the Fourth Board of directors;
Voting results: 5 in favor, 0 against and 0 abstention;
(2) Nominate Mr. Chen Kai as a candidate for non independent director of the Fourth Board of directors;
Voting results: 5 in favor, 0 against and 0 abstention;
(3) Nominate Mr. Shen Yafei as a candidate for non independent director of the Fourth Board of directors;
Voting results: 5 in favor, 0 against and 0 abstention;
(4) Nominate Mr. Liu ronghua as a candidate for non independent director of the Fourth Board of directors;
Voting results: 5 in favor, 0 against and 0 abstention;
(5) Nominate Mr. Ma Jun as a candidate for non independent director of the Fourth Board of directors;
Voting results: 5 in favor, 0 against and 0 abstention;
(6) Nominate Mr. Sheng sun as a candidate for non independent director of the Fourth Board of directors;
Voting results: 5 in favor, 0 against and 0 abstention;
This proposal needs to be submitted to the company’s first extraordinary general meeting of shareholders in 2022 for deliberation. During the deliberation of the general meeting of shareholders, candidates will be voted one by one and a cumulative voting system will be adopted.
(VI) deliberating and passing the proposal on nominating candidates for independent directors of the Fourth Board of directors item by item; Since the term of office of the third board of directors of the company is about to expire, the board of directors of the company decides to conduct the general election of the board of directors in accordance with relevant legal procedures in accordance with the company law, the articles of association and other relevant provisions. After nomination and qualification review by the nomination committee of the board of directors, the board of directors of the company agreed that Ms. Ji Xiaoqin, Mr. Lu Zaiping and Mr. Ma Chuangang were candidates for independent directors of the Fourth Board of directors of the company. The resume of the candidates was disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement of Wuhan Jingce Electronic Group Co.Ltd(300567) on the general election of the board of directors. The term of office of the independent directors of the Fourth Board of directors shall be three years from the date of adoption by the general meeting of shareholders of the company.
Independent directors expressed independent opinions. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
The proposal adopts the method of voting item by item for the nomination of each candidate. The specific voting results are as follows:
(1) Nominate Ms. Ji Xiaoqin as the candidate for independent director of the Fourth Board of directors;
Voting results: 5 in favor, 0 against and 0 abstention;
(2) Nominate Mr. Lu Zaiping as the candidate for independent director of the Fourth Board of directors;
Voting results: 5 in favor, 0 against and 0 abstention;
(3) Nominate Mr. Ma Chuangang as the candidate for independent director of the Fourth Board of directors;
Voting results: 5 in favor, 0 against and 0 abstention;
This proposal needs to be submitted to the company’s first extraordinary general meeting of shareholders in 2022 for deliberation. During the deliberation of the general meeting of shareholders, candidates will be voted one by one and a cumulative voting system will be adopted.
The relevant materials of independent director candidates will be submitted to Shenzhen stock exchange for review, and can be submitted to the general meeting of shareholders for review only after there is no objection.
(VII) the meeting deliberated and adopted the proposal on adjusting the organizational structure of the company with 5 affirmative votes, 0 negative votes and 0 abstention votes;
In order to meet the needs of the company’s strategic layout and business development, ensure the continuous and stable development of the company’s business, and further improve the company’s governance structure and improve the company’s management level and operation efficiency, it is agreed to adjust the overall organizational structure of the company.
For details, please refer to the company’s announcement on cninfo.com on January 25, 2022（ http://www.cn.info.com.cn. ）The Wuhan Jingce Electronic Group Co.Ltd(300567) announcement on adjusting the company’s organizational structure disclosed.
(VIII) the proposal on convening the first extraordinary general meeting of shareholders of the company in 2022 was deliberated and adopted at the meeting with 5 affirmative votes, 0 negative votes and 0 abstention votes;
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 at 14:00 on February 11, 2022 in the company’s conference room, No. 22, liufangyuan South Road, East Lake New Technology Development Zone, Wuhan by combining on-site voting and online voting. For details, please refer to the company’s announcement on cninfo.com on January 25, 2022（ http://www.cn.info.com.cn. ）Notice on convening Wuhan Jingce Electronic Group Co.Ltd(300567) the first extraordinary general meeting of shareholders in 2022 disclosed.
3、 Documents for future reference
1. Resolutions of the Wuhan Jingce Electronic Group Co.Ltd(300567) 41st meeting of the third board of directors; 2. Prior approval opinions of Wuhan Jingce Electronic Group Co.Ltd(300567) independent directors on matters related to the 41st meeting of the third board of directors;
3. Independent opinions of Wuhan Jingce Electronic Group Co.Ltd(300567) independent directors on matters related to the 41st meeting of the third board of directors.
It is hereby announced.
Wuhan Jingce Electronic Group Co.Ltd(300567) board of directors January 24, 2022
