original title:Wuhan FanguAnnouncement on Resolutions of the Seventh (Provisional) Meeting of the Seventh Board of Directors of Electronic Technology Co., Ltd.
Stock Code: 002194 Stock Abbreviation: Wuhan Fangu Announcement No.: 2022-002
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or major omissions.
The seventh (provisional) meeting of the seventh board of directors of Wuhan Fangu Electronic Technology Co., Ltd. (hereinafter referred to as the “company”) will be notified by email on January 6, 2022, and will be held at 9 am on January 11, 2022. :30 was held in Conference Room No. 1, 3rd Floor, Building 4, No. 5, Jiufeng Street, Canglong Island Science and Technology Park, Jiangxia District, Wuhan City by on-site communication. There are 8 directors who should attend this meeting, 8 directors who actually attended the meeting (including Mr. Wu Hao, the vice chairman, Mr. Meng Fanbo, the director, and Mr. Tang Bin, the independent director who attended the meeting by means of communication), all the supervisors and senior executives of the company. Managers attended the meeting, which was chaired by the chairman, Ms. Yang Hong. The procedure for convening the meeting complies with the provisions of the “Company Law of the People’s Republic of China” and the “Articles of Association”. The directors present at the meeting passed the following resolutions after careful deliberation:
1. The Proposal on the Appointment of the President (General Manager) of the Company was considered and approved with eight votes in favor, zero votes against, and zero abstentions;
Since the former director and president (general manager) of the company, Mr. Xia Yong, has resigned on January 4, 2022 due to personal reasons, in order to ensure the smooth development of the company’s daily operation and management, after consultation with the company’s major shareholders, and nominated by the company’s board of directors nomination committee and qualification review, the board of directors agreed to appoint Ms. Wang Lili as the president (general manager) of the company, and the term of office will start from the date of deliberation and approval of the board of directors to the date of expiration of the term of the seventh session of the board of directors.
The resume of Ms. Wang Lili is in Annex I.
Because Ms. Wang Lili once served as a senior executive of the company and was re-appointed as a senior executive of the company within three years of her leaving office, the reasons for her appointment and the trading of the company’s shares after her departure are now disclosed. For details, please refer to Annex II.
The independent directors of the company expressed their independent opinions expressly agreeing to this proposal, and the content of the opinions was published on the website of cninfo (http://www.cninfo.com.cn) on the same day.
2. The “Proposal on Adding Directors” was considered and approved with 8 votes in favor, 0 votes against, and 0 abstentions;
In view of the former director and president (general manager) of the company, Mr. Xia Yong, who has resigned on January 4, 2022 for personal reasons, the board of directors of the company is currently vacant for one director. In order to ensure the normal operation of the board of directors, the board of directors agreed to add Ms. Wang Lili as a non-independent director candidate for the seventh session of the board of directors after consultation with the company’s major shareholders and nomination and qualification review by the nomination committee of the company’s board of directors. From the date of expiration of the term of the seventh session of the Board of Directors.
The resume of Ms. Wang Lili is in Annex I.
Because Ms. Wang Lili once served as a director (vice chairman) of the company and was re-nominated as a director of the company within three years of leaving office, the reason for the nomination and the situation of trading the company’s shares after her departure are now disclosed. For details, please refer to Annex 2 .
The independent directors of the company expressed their independent opinions expressly agreeing to this proposal, and the content of the opinions was published on the website of cninfo (http://www.cninfo.com.cn) on the same day.
This proposal will be submitted to the company’s first extraordinary general meeting in 2022 for deliberation.
According to the “Articles of Association”, the company’s board of directors does not have employee representative directors; after Ms. Wang Lili was elected as the company’s director, the total number of directors who also served as the company’s senior executives in the seventh board of directors of the company did not exceed half of the company’s total directors.
3. The “Proposal on Holding the First Extraordinary General Meeting of Shareholders in 2022” was considered and approved with eight votes in favor, zero votes against, and zero abstentions;
The full text of the “Notice on Convening the First Extraordinary General Meeting of Shareholders in 2022” is published on http://www.cninfo.com.cn.
Special announcement.
Wuhan Fangu Electronic Technology Co., Ltd.
Board of Directors
January 12, 2022
Annex I
Resume of Ms. Wang Lili
Ms. Wang Lili, born in 1951, bachelor degree, worked in Wuhan 710 Factory, founded Wuhan Fangu Electronic Technology Research Institute (predecessor of the company) as the main founder in 1989, served as the director of Wuhan Fangu Electronic Technology Research Institute, Wuhan Fangu Electronics General Manager of Technology Co., Ltd. (predecessor of the company), Vice Chairman and General Manager of Wuhan Fangu Electronic Technology Co., Ltd. Ms. Wang Lili has rich experience in R&D and company management of radio frequency devices for mobile communications. Ms. Wang Lili is currently the president (general manager) of the company, and concurrently serves as the executive director of Hubei Van Gogh Xinquan Agriculture and Forestry Ecotourism Co., Ltd., the director of Hubei Huifeng Real Estate Development Co., Ltd., the supervisor of Wuhan Xinchen Venture Capital Co., Ltd., and the Van Gogh Xinquan Capital Management (Wuhan) Co., Ltd. (formerly Supervisor of Wuhan Xiaoxiyou Capital Management Co., Ltd., and former general manager of Shenzhen Yupan Technology Co., Ltd.
Ms. Wang Lili and her spouse, Mr. Meng Qingnan, are the controlling shareholders and actual controllers of the company. They have a mother-son relationship with Mr. Meng Fanbo, a director of the company. They hold more than 5% of the company’s shares with other directors, supervisors, senior management and others of the company. There is no relationship between the shareholders. Ms. Wang Lili currently holds 190,406,400 shares of the Company.
Ms. Wang Lili does not have the circumstances specified in Article 146 of the Company Law; she has not been prohibited from entering the securities market by the China Securities Regulatory Commission; she has not been publicly identified by the stock exchange as unsuitable to serve as a director or senior executive of a listed company; No administrative penalty by the China Securities Regulatory Commission in the past three years; no public censure or public criticism by the stock exchange in the past three years; no criminal investigation by the judicial organ or investigation by the China Securities Regulatory Commission for suspected violations of laws and regulations; According to the directory of dishonest persons subject to execution on the website, Ms. Wang Lili does not belong to the category of “untrustworthy persons subject to execution”.
Annex II
Appointment, reasons for nomination and description of stock trading
The seventh (temporary) meeting of the seventh board of directors of the company reviewed and approved the “Proposal on the Appointment of the Company’s President (General Manager)” and “Proposal on the Supplement of Directors”, and agreed to appoint Ms. Wang Lili as the company’s president (general manager), with a term of office from this From the date of deliberation and approval of the second board of directors to the date of the expiration of the term of the seventh board of directors; it is agreed to add Ms. Wang Lili as a candidate for the non-independent director of the seventh board of directors of the company, and the term of office will start from the date of deliberation and approval at the general meeting to the expiration of the term of the seventh board of directors date.
Ms. Wang Lili resigned as the vice chairman and president (general manager) of the company on March 22, 2019 due to personal reasons. She was re-appointed as a senior executive of the company and nominated as a director of the company within three years of her departure. She will be hired now. , the reasons for the nomination and the trading of the company’s stock after his departure are disclosed as follows:
1. Reasons for appointment and nomination
Given that Ms. Wang Lili has rich experience in the research and development of mobile communication radio frequency devices and company management, she is familiar with the company’s related business, and has the ability to serve as a director and senior executive of a listed company. The seventh (provisional) meeting of the seventh board of directors agreed to appoint Ms. Wang Lili as the company’s president (general manager), and agreed to add her as a non-independent director candidate for the seventh board of directors of the company (which needs to be submitted to the company’s general meeting of shareholders for deliberation).
2. Trading in the company’s stock
Ms. Wang Lili resigned from the company’s vice chairman and president (general manager) on March 22, 2019 due to personal reasons, and did not hold any positions in the company after her resignation.
Since leaving office on March 22, 2019, Ms. Wang Lili has not bought the company’s stock, nor has she sold the company’s stock directly held by her; in view of “Shanghai Fucheng Haifutong Asset-Haitong Securities-The contract date of Fucheng Hai Fortis Wensheng Win-win No. 17 Special Asset Management Plan has expired, and the relevant liquidation needs to be completed as soon as possible according to relevant regulatory requirements. On November 25, 2018, 2,630,400 shares of the company were reduced through centralized bidding transactions.
Stock Code: 002194 Stock Abbreviation: Wuhan Fangu Announcement No.: 2022-003
Wuhan Fangu Electronic Technology Co., Ltd.
Regarding the convening of the first extraordinary general meeting of shareholders in 2022
Notice
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or major omissions.
Wuhan Fangu Electronic Technology Co., Ltd. (hereinafter referred to as the “Company” or “the Company”) The seventh (temporary) meeting of the seventh board of directors reviewed and approved the “Proposal on Holding the First Extraordinary General Meeting of Shareholders in 2022” (the following (hereinafter referred to as “the general meeting of shareholders”), the relevant matters of this general meeting of shareholders are hereby announced as follows:
1. Basic information about convening the meeting
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022
2. The convener of the general meeting of shareholders: the board of directors
3. Legality and compliance of the meeting: The shareholders’ general meeting was held in compliance with relevant laws and regulations, the business rules of Shenzhen Stock Exchange and the “Articles of Association”.
4. Date and time of the meeting
(1) On-site meeting time: January 27, 2022 (Thursday) 14:30;
(2) Online voting time: January 27, 2022, among which, the specific time for online voting through the Shenzhen Stock Exchange trading system is 9:15-9:25 am, 9:30-11 am on January 27, 2022 :30, 1:00-3:00 pm; the specific time for online voting through the Shenzhen Stock Exchange Internet voting system is: any time from 9:15 am to 3:00 pm on January 27, 2022.
5. Convening method of the meeting: The general meeting of shareholders will be held by a combination of on-site voting and online voting.
The company will provide the company’s shareholders with an online voting platform through the Shenzhen Stock Exchange trading system and Internet voting system (http://wltp.cninfo.com.cn).
The voting rights can be exercised through the above-mentioned system during the online voting time. Shareholders can only choose one of the voting methods of on-site voting and online voting. In the event of repeated voting with the same voting right, the result of the first valid voting shall prevail.
6. Equity registration date: January 20, 2022 (Thursday)
7. Attendees
(1) As of 3:00 pm on January 20, 2022, all shareholders of the company registered in the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. All shareholders have the right to attend this general meeting, and may entrust proxies in writing to attend the meeting and vote, and the proxies do not have to be shareholders of the company;
(2) Directors, supervisors and senior management of the company;
(3) Lawyers hired by the company.
8. On-site meeting location: Conference Room 1, 3rd Floor, Building 4, No. 5, Jiufeng Street, Canglong Island Science and Technology Park, Jiangxia District, Wuhan City.
2. Matters for consideration at the meeting
1. “Proposal on Adding Directors”;
The above proposal has been reviewed and approved at the seventh (temporary) meeting of the seventh board of directors of the company. For details, please refer to the Securities Times, Securities Daily, China Securities Journal, Shanghai Securities News and Giants on January 12, 2022. The relevant announcements of Chao Information Network (http://www.cninfo.com.cn).
The above proposals are major matters affecting the interests of small and medium investors, and the voting results of small and medium investors shall be separately counted and disclosed. Small and medium investors refer to shareholders other than the company’s directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company’s shares.
3. Proposal code
Table 1: Sample code of proposals for this general meeting:
4. Meeting registration and other matters
1. Registration time: January 25, 2022 (8:30am-11:30am, 1:30pm-4:30pm);
2. Place of registration: Securities Department of the Company, No. 5 Jiufeng Street, Canglong Island Science and Technology Park, Jiangxia District, Wuhan City;
3. Registration method and relevant requirements for entrusting others to attend the general meeting of shareholders
(1) Legal person shareholders must register with a copy of the business license stamped with the company’s official seal, a power of attorney for the legal representative, a shareholder’s account card, a certificate of shareholding and the original ID of the attendee;
(2) Natural persons must register with their original ID cards, shareholder account cards, and shareholding certificates;
(3) The entrusted agent shall register with his original ID card, power of attorney (see Annex 2), original ID card of the client, shareholder account card and shareholding certificate;
(4) Shareholders in different places can register by written letter (please indicate “Participate in the general meeting of shareholders” on the letter) or fax;
(5) If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents to be signed shall be notarized.
4. Other matters
(1) Contact information
Address: No. 5, Jiufeng Street, Canglong Island Science and Technology Park, Jiangxia District, Wuhan City
Postal Code: 430200
Tel: 027-81388855
Fax: 027-81383847
Email: [email protected]
Contact: Peng Na, Li Zhen
(2) The shareholders’ meeting will last for half a day, and the shareholders and shareholders’ proxies attending the meeting will be responsible for their own expenses such as accommodation and transportation.
V. The specific operation process of participating in online voting
At this general meeting of shareholders, the company will provide shareholders with an online voting platform. Shareholders can participate in online voting through the Shenzhen Stock Exchange trading system or the Internet voting system (http://wltp.cninfo.com.cn). The operation process is shown in Appendix 1.
6. Documents for reference
1. Resolutions of the seventh (temporary) meeting of the seventh board of directors of the company.
Special announcement.
Wuhan Fangu Electronic Technology Co., Ltd.
Board of Directors
January 12, 2022
Annex I:
The specific operation process of participating in online voting
1. Procedure for online voting
1. Voting code and voting abbreviation: The voting code is “362194”, and the voting abbreviation is “Fangu Voting”.
2. Fill in the form and make a decision.
The resolutions of this shareholders’ general meeting are non-cumulative voting resolutions, and the voting opinions shall be filled in: agree, object, and abstain.
2. Procedures for voting through the Shenzhen Stock Exchange trading system
1. Voting time: Trading hours on January 27, 2022, i.e. 9:15-9:25 am, 9:30-11:30 am, 1:00-3:00 pm.
2. Shareholders can log in to the trading client of the securities company to vote through the trading system.
3. Procedures for voting through the Shenzhen Stock Exchange’s Internet voting system
1. The time to start voting on the Internet voting system is any time between 9:15 am and 3:00 pm on January 27, 2022.
2. Shareholders who vote online through the Internet voting system need to go through identity authentication in accordance with the “Shenzhen Stock Exchange Investor Network Service Identity Authentication Business Guidelines (Revised in 2016)”, and obtain a “Shenzhen Stock Exchange Digital Certificate” or “Shenzhen Stock Exchange Investment”. User Service Password”. The specific identity authentication process can be viewed in the Internet voting system http://wltp.cninfo.com.cn Rules and Guidelines.
3. Shareholders can log on http://wltp.cninfo.com.cn to vote through the Shenzhen Stock Exchange’s Internet voting system within the specified time according to the obtained service password or digital certificate.
Annex II:
Power of Attorney
I hereby authorize Mr. (Ms.) to represent me/this unit to attend the first extraordinary general meeting of shareholders of Wuhan Fangu Electronic Technology Co., Ltd. in 2022, and to exercise voting rights on behalf of me according to the instructions in the table below. If I/this unit does not give specific instructions on the voting matters of this meeting, the trustee may exercise the voting rights on your behalf, and the consequences of exercising the voting rights shall be borne by me/this unit. Details are as follows:
Principal’s name:
Client ID number or business license registration number:
Client’s shareholder account: Number of shares held:
Principal’s signature (or seal):
Trustee Name (Signature): ID Number:
Commission Date: Year Month Day
Note:
1. The power of attorney is valid for clippings, photocopies or self-made in the above formats;
2. For the above non-cumulative voting proposals, fill in “√” in “Agree”, “Against” and “Abstain” for the proposal. Voters can only express one opinion of “Agree”, “Against” or “Abstain” , fill in other symbols, no choice or multiple choices, it is deemed that the authorization for the deliberation matter is invalid, and it will be treated as a waiver;
3. The validity period of this power of attorney: from the date of signing of this power of attorney to the end of this general meeting of shareholders;
4. If the client is a legal person, it should be stamped with the official seal of the legal person and signed by the legal representative.
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