Stock Code: 002735 stock abbreviation: Shenzhen Prince New Materials Co.Ltd(002735) Announcement No.: 2022-008 Shenzhen Prince New Materials Co.Ltd(002735)
Announcement of resolutions of the 31st meeting of the Fourth 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.
On January 24, 2022, the board of directors of Shenzhen Prince New Materials Co.Ltd(002735) (hereinafter referred to as “the company”) sent a notice in writing, e-mail and telephone to convene the 31st meeting of the Fourth Board of directors of the company. The meeting was held at 9:30 a.m. on January 27, 2022 by on-site and communication voting. Six people should vote and six actually voted, namely Wang Jinjun, Wang Wujun, Cheng Gang, Liu Dacheng, Zhu Jianjun and Zhang Zixue, in line with the provisions of the company law and other relevant laws and regulations, normative documents, the articles of association and other company systems. After deliberation, the meeting made the following resolutions:
1、 Deliberated and passed the proposal on nominating candidates for non independent directors of the 5th board of directors of the company
In view of the expiration of the Fourth Board of directors, in order to successfully complete the general election of the board of directors, in accordance with the company law and other relevant laws and regulations, normative documents, the articles of association, the rules of procedure of the nomination committee of the board of directors and other company systems, after extensive consultation, the nomination committee of the board of directors nominated Wang Jinjun, Wang Wujun, Cheng Gang Liu Da became a non independent director candidate of the Fifth Board of directors of the company. For details of his resume, please refer to the announcement on the general election of the board of directors disclosed in the designated information disclosure media of the company on January 28, 2022.
Among the directors to be employed by the 5th board of directors of the company, the total number of directors who concurrently serve as senior managers of the company does not exceed half of the total number of directors of the company.
After the proposal is considered and approved by the board of directors, it shall be submitted to the general meeting of shareholders of the company to elect non independent directors of the Fifth Board of directors through cumulative voting system.
The term of office of non independent directors of the Fifth Board of directors is three years, calculated from the date of adoption of the first extraordinary general meeting of shareholders in 2022.
In order to ensure the normal operation of the company’s board of directors, before the new board of directors takes office, the original directors will still earnestly perform their duties as directors in accordance with the provisions of laws, administrative regulations, departmental rules, normative documents, the articles of association and other company systems.
The directors present at the meeting voted on the above candidates one by one, and the voting results are as follows:
(1) Wang Jinjun was elected as a non independent director of the Fifth Board of directors of the company.
Voting results: 6 in favor, 0 against and 0 abstention
(2) Wang Wujun was elected as a non independent director of the Fifth Board of directors of the company.
Voting results: 6 in favor, 0 against and 0 abstention
(3) Cheng Gang was elected as a non independent director of the Fifth Board of directors of the company.
Voting results: 6 in favor, 0 against and 0 abstention
(4) Liu Da was elected as a non independent director of the Fifth Board of directors of the company.
Voting results: 6 in favor, 0 against and 0 abstention
The independent directors of the company expressed their independent opinions on this proposal, considered that the qualifications and nomination procedures of the candidates for non independent directors of the Fifth Board of directors of the company were in line with the provisions of the company law and other relevant laws and regulations, normative documents, the articles of association and other company systems, and agreed with the nomination of the nomination committee of the board of directors.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Deliberated and passed the proposal on nominating candidates for independent directors of the 5th board of directors of the company
In view of the expiration of the Fourth Board of directors, in order to successfully complete the general election of the board of directors, the nomination committee of the board of directors nominated Wang Jingda, Cao yueyun Sun Jisha is the candidate for independent director of the 5th board of directors of the company. For the resume, please refer to the announcement on the general election of the board of directors disclosed in the designated information disclosure media of the company on January 28, 2022. After the proposal is considered and approved by the board of directors, it shall be submitted to the general meeting of shareholders of the company to elect independent directors of the Fifth Board of directors through cumulative voting system. The qualification and independence of independent director candidates shall be reviewed by Shenzhen Stock Exchange and submitted to the general meeting of shareholders for deliberation only after there is no objection. Independent director candidates Ms. Wang Jingda and Mr. Cao yueyun have obtained the qualification certificate of independent director recognized by Shenzhen Stock Exchange. Ms. Wang Jingda is an accounting professional. The independent director candidate Mr. Sun Jisha has not obtained the independent director qualification certificate, and has promised to participate in the latest independent director qualification training and obtain the independent director qualification certificate. See the company’s designated information disclosure media for the statement of the company’s independent director nominees and the statement of the company’s independent director candidates. The number of independent directors to be employed by the Fifth Board of directors of the company shall not be less than one-third of the total number of directors of the company.
The term of office of the independent directors of the Fifth Board of directors is three years, calculated from the date of adoption of the first extraordinary general meeting of shareholders in 2022.
In order to ensure the normal operation of the company’s board of directors, before the new board of directors takes office, the original directors will still earnestly perform their duties as directors in accordance with the provisions of laws, administrative regulations, departmental rules, normative documents, the articles of association and other company systems.
The directors present at the meeting voted on the above candidates one by one, and the voting results are as follows:
(1) Wang Jingda was elected as an independent director of the Fifth Board of directors of the company.
Voting results: 6 in favor, 0 against and 0 abstention
(2) Cao yueyun was elected as an independent director of the Fifth Board of directors of the company.
Voting results: 6 in favor, 0 against and 0 abstention
(3) Sun Jisha was elected as an independent director of the Fifth Board of directors of the company.
Voting results: 6 in favor, 0 against and 0 abstention
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 Deliberated and passed the proposal on the leasing of houses and related party transactions from related parties by the company
In order to meet the needs of the company’s office space, the company plans to lease some houses from Wang Jinjun, the controlling shareholder and actual controller of the company, and sign a house lease contract. The independent directors of the company gave their prior approval opinions and independent opinions on the matter, and the board of supervisors gave their consent opinions on the matter.
Voting results: 4 in favor, 0 against and 0 abstention. The motion was passed. Among them, related directors Wang Jinjun and Wang Wujun avoided voting.
4、 Deliberated and passed the proposal on adjusting the remuneration of some senior managers of the company
The board of directors of the company agrees to adjust the salary of some senior managers of the company according to the salary level of the company’s industry, the market salary situation and the operation of the company. The independent directors of the company expressed their independent opinions on the matter.
Voting results: 5 in favor, 0 against and 0 abstention. The motion was passed. Among them, Cheng Gang, a related director, avoided voting.
5、 Deliberated and passed the proposal on equity transfer of subsidiaries
Liu Huaijian, a shareholder of Jiangsu Baiyu packaging materials technology Co., Ltd. (hereinafter referred to as “Jiangsu Baiyu”), a secondary holding subsidiary of the company, intends to sign an equity transfer agreement with the company’s holding subsidiary Horgos Prince Venture Capital Co., Ltd. (hereinafter referred to as “Prince venture capital”) to transfer its 13.33% equity of Jiangsu Baiyu to Prince venture capital at 750000 yuan, Other shareholders waive the preemptive right.
After the completion of the above equity transfer, Jiangsu Baiyu is still a secondary holding subsidiary of the company. At the same time, the management is authorized to handle matters related to this investment.
Voting results: 6 in favor, 0 against and 0 abstention. The motion was passed.
6、 Deliberated and passed the proposal on convening the first extraordinary general meeting of shareholders in 2022
After deliberation by all directors of the company, it is agreed to hold the first extraordinary general meeting of shareholders of the company in 2022 at 14:00 p.m. on February 21, 2022. This general meeting of shareholders will adopt the combination of on-site voting and online voting. Voting results: 6 in favor, 0 against and 0 abstention. The motion was passed.
Please refer to the information disclosure media designated by the company for the above contents.
7、 Documents for future reference
1. Resolution of the 31st meeting of the 4th board of directors of the company.
2. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Shenzhen Prince New Materials Co.Ltd(002735) board of directors January 27, 2022
