Securities code: 300603 stock abbreviation: Leon Technology Co.Ltd(300603) No.: 2022-002 Leon Technology Co.Ltd(300603)
Announcement on the resolution of the 36th 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
1. The notice of the 36th meeting of the third board of directors (hereinafter referred to as “the meeting”) of Leon Technology Co.Ltd(300603) (hereinafter referred to as “the company” or ” Leon Technology Co.Ltd(300603) “) was sent to all directors by e-mail on January 20, 2022.
2. The meeting was held on January 26, 2022 in the conference room on the 9th floor of Leon Technology Co.Ltd(300603) No. 518 Yanshan street, Urumqi Economic and Technological Development Zone by combining on-site and communication.
3. There are 8 directors who should attend the meeting and 8 actually attended the meeting. Among them, Ms. Ge Liangdi, the director, and Mr. Luan Ling, the independent director, attended the meeting by means of communication.
4. The meeting was convened and presided over by Mr. Wang Gang, chairman of the board of supervisors, Huang Yinghui, employee supervisor Cao Yonghui, supervisor Lan Ying, vice president Wang Yi, vice president Li GANGYE, vice president Qian Guolai, vice president Lou Wei, chief engineer Tian Junfa, vice president and Secretary of the board of directors song Lili, and representatives of the sponsor attended the meeting.
5. The meeting was held in accordance with the relevant provisions of the company law and the articles of association, and the resolutions of the meeting are valid.
2、 Deliberations of the board meeting
1. The proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the Fourth Board of directors was deliberated and adopted
Since the term of office of the third board of directors of the company is about to expire, in accordance with 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 and other laws and regulations, normative documents and the relevant provisions of the articles of association, the controlling shareholders of the company Mr. Wang Gang, the actual controller, nominated Mr. Wang Gang, Mr. Zhou Lu, Ms. Ge Liangdi, Mr. Qian Chifeng, Ms. Yao aibin and Ms. Wang Zixuan as candidates for non independent directors of the Fourth Board of directors of the company. The nomination committee of the board of directors has verified the qualifications of the above candidates and confirmed that the above candidates are qualified to serve as directors of listed companies and meet the requirements of the company law and the articles of association. Among the candidates for directors of the Fourth Board of directors of the company, 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.
The term of office of non independent directors of the Fourth Board of directors of the company is three years from the date when the proposal is deliberated and approved by the first extraordinary general meeting of shareholders in 2022. In order to ensure the normal operation of the board of directors, before the non independent directors of the new board of directors take office, the non independent directors of the third board of directors of the company will continue to faithfully and diligently perform their duties and responsibilities in accordance with the provisions of laws, administrative regulations, normative documents 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:
1.01 proposal on nominating Mr. Wang Gang as a candidate for non independent director of the Fourth Board of directors of the company
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
1.02 proposal on nominating Mr. Zhou Lu as a candidate for non independent director of the Fourth Board of directors of the company
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
1.03 proposal on nominating Ms. Ge Liangdi as a candidate for non independent director of the Fourth Board of directors of the company
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
1.04 proposal on nominating Mr. Qian Chifeng as a candidate for non independent director of the Fourth Board of directors of the company
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
1.05 proposal on nominating Ms. Yao aibin as a candidate for non independent director of the Fourth Board of directors of the company
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
1.06 proposal on nominating Ms. Wang Zixuan as a candidate for non independent director of the Fourth Board of directors of the company
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company expressed their independent opinions on this matter. The independent opinion and the resume of the candidates for non independent directors of the Fourth Board of directors are detailed in the company’s announcement on cninfo.com on the same day
This proposal must be submitted to the first extraordinary general meeting of the company in 2022 for deliberation, and the cumulative voting system shall be adopted to vote on each candidate item by item.
2. The proposal on the general election of the company’s board of directors and the nomination of independent director candidates for the Fourth Board of directors was deliberated and adopted
Considering that the term of office of the third board of directors of the company is about to expire, the board of directors of the company nominated Mr. Luan Ling, Mr. Luo Ling, Mr. Zhang Xiaoming and Mr. Zhang Xiaoming in accordance with the relevant provisions of the company law, the Listing Rules of Shenzhen Stock Exchange gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on GEM and other laws and regulations, normative documents and the articles of association Ms. Yao Wenying and Mr. Guan Yong are candidates for independent directors of the Fourth Board of directors of the company. The nomination committee of the board of directors has verified the qualifications of the above candidates and confirmed that the above candidates are qualified to serve as independent directors of listed companies and meet the requirements of the company law and the articles of association. The proportion of independent directors meets the requirements of relevant laws and regulations.
The independent director candidates nominated by the board of directors of the company, Mr. Luan Ling, Ms. Yao Wenying and Mr. Guan Yong, have obtained the independent director qualification certificate recognized by Shenzhen Stock Exchange. The independent director candidates need to be submitted to Shenzhen stock exchange for filing and review, and can be submitted to the shareholders’ meeting of the company for deliberation only after there is no objection.
The term of office of Mr. Luan Ling and Ms. Yao Wenying, independent directors of the Fourth Board of directors of the company, is three years from the date when the proposal is deliberated and approved by the first extraordinary general meeting of the company in 2022, and the term of office of Mr. Guan Yong is from the date when the proposal is deliberated and approved by the first extraordinary general meeting of the company in 2022 to September 28, 2023. In order to ensure the normal operation of the board of directors, before the new independent director of the board of directors takes office, the independent directors of the third board of directors of the company will continue to faithfully and diligently perform the obligations and responsibilities of independent directors in accordance with laws, administrative regulations, normative documents 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:
2.01 proposal on nominating Mr. Luan Ling as an independent director candidate of the Fourth Board of directors
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
2.02 proposal on nominating Ms. Yao Wenying as an independent director candidate of the Fourth Board of directors
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
2.03 proposal on nominating Mr. Guan Yong as an independent director candidate of the Fourth Board of directors
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company expressed their independent opinions on this matter. The independent opinion and the resume of the candidates for independent directors of the Fourth Board of directors are detailed in the company’s website www.cn.info.com.cn on the same day Relevant announcements.
This proposal must be submitted to the first extraordinary general meeting of the company in 2022 for deliberation, and the cumulative voting system shall be adopted to vote on each candidate item by item.
3. The proposal on the remuneration and allowance standards of non independent directors, independent directors and supervisors of the Fourth Board of directors and the Fourth Board of supervisors was deliberated and adopted
After deliberation by the board of directors of the company, the remuneration and allowance review procedures of non independent directors, independent directors and supervisors of the Fourth Board of directors and the Fourth Board of supervisors comply with the articles of association, rules of procedure of remuneration and performance appraisal committee and other relevant systems. In combination with the actual operation situation and salary standard of the company and with reference to the salary level of the industry, the following salary schemes for non independent directors, independent directors and supervisors are formulated:
If a non independent director holds a post in the company or a subsidiary, he will be paid according to the salary system of his post in the company or a subsidiary, and no additional allowance will be paid. The allowance for independent directors of the company is 60000 yuan / year (before tax), which is paid by the company on a monthly basis and withheld by the company. Supervisors holding other positions in the company shall receive remuneration according to their specific positions in the company.
Since this proposal involves their own salary / allowance, all directors avoid voting, and this proposal will be directly submitted to the general meeting of shareholders for deliberation.
Voting result: 0 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company expressed their independent opinions on this matter.
This proposal must be submitted to the first extraordinary general meeting of the company in 2022 for deliberation.
4. In order to further improve the company’s risk management system, improve decision-making efficiency, promote the company’s directors, supervisors and senior managers to fully exercise their rights and perform their duties, and protect the interests of investors, in accordance with the relevant provisions of the standards for the governance of listed companies, The company plans to be all directors, supervisors, senior managers and other relevant responsibilities
Since this proposal is related to all directors, all directors avoid voting, and this proposal will be directly submitted to the general meeting of shareholders for deliberation.
Voting result: 0 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company expressed their independent opinions on this matter.
For details, please refer to the company’s release on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
After deliberation, the board of directors considered that according to the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and the articles of association, the relevant proposals of the 36th meeting of the third board of directors and the 35th meeting of the third board of supervisors of the company involved the functions and powers of the general meeting of shareholders and should be submitted to the general meeting of shareholders for deliberation. The company plans to hold the first extraordinary general meeting of shareholders in 2022 in the company’s conference room on February 14, 2022. This general meeting of shareholders adopts the combination of on-site voting and online voting.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the company’s release on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
3、 Documents for future reference
1. Resolutions of the 36th meeting of the third board of directors of the company;
2. Independent opinions of independent directors on matters related to the 36th meeting of the third board of directors.
It is hereby announced.
Leon Technology Co.Ltd(300603) board of directors January 26, 2022
