福建火炬电子科技股份有限公司2025年第二次临时股东大会决议公告

Meeting Overview - The second extraordinary general meeting of shareholders was held on November 14, 2025, at the company's conference room in Quanzhou, Fujian Province [2] - The meeting was convened by the board of directors and chaired by Chairman Cai Jinjun, utilizing a combination of on-site and online voting methods [2][3] Attendance - All 7 current directors and 3 current supervisors attended the meeting, along with the board secretary and senior management [3] - Candidates for the seventh board of directors were also present [3] Resolutions Passed - The proposal to change the company's registered capital and business scope, along with amendments to the Articles of Association, was approved [4] - Various internal management system amendments were approved, including: - Shareholder Meeting Rules [5] - Board Meeting Rules [5] - Independent Director System [5] - Special Fund Storage and Usage Management System [5] - Related Party Transaction Management System [5] - External Investment Management System [5] - External Guarantee Management System [5] - Director and Senior Management Compensation Management System [5] Election of Directors - The election of non-independent and independent directors for the seventh board was conducted, with all candidates present to explain their qualifications [6] - Resolutions regarding the election of directors were passed with more than two-thirds approval for certain proposals and a simple majority for others [7] Legal Verification - The meeting was witnessed by Beijing Guofeng Law Firm, confirming that the convening and procedures complied with relevant laws and regulations [8] Board of Directors Meeting - Following the shareholders' meeting, the first meeting of the seventh board of directors was held on November 14, 2025, with all 9 directors present [12] - Cai Jinjun was elected as the chairman of the board and legal representative [12][13] - The specialized committees of the board were established, including: - Strategy and ESG Committee - Audit Committee - Nomination Committee - Compensation and Assessment Committee [14] Appointment of Senior Management - Cai Jinjun was appointed as the general manager, with other key appointments including: - Chen Shizong as board secretary - Chen Peiyang, Wu Junmiao, and Wang Qiang as vice general managers - Zhang Zishan as chief engineer - Zhou Huanchun as financial director [17] Employee Representative Meeting - The employee representative meeting was held on November 14, 2025, where resolutions included: - Removal of the employee representative supervisor due to the cancellation of the supervisory board [41] - Election of Li Jiecheng as the employee representative director for the seventh board [41]