Stock abbreviation: Xinjiang International Industry Co.Ltd(000159) Stock Code: 000159 No.: 2022-12
Xinjiang International Industry Co.Ltd(000159)
Announcement on the resolution of the fifth interim meeting of the eighth board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Convening and attendance of the meeting
On January 28, 2022, Xinjiang International Industry Co.Ltd(000159) (hereinafter referred to as "the company") held the fifth interim meeting of the eighth board of directors by means of communication voting. Before the meeting, the company faxed or directly delivered the meeting notice, proposal, voting form and resolution to 9 directors. By January 28, 2022, the company received 9 proposal voting forms, including Chairman Ding Zhiping, director Wang Wei Li runqi, Liang Yuelin, Liu Jianxiang and Wang Jinqiu, independent directors Ma Xinzhi, Zhang Lei and Zhang Haixia. The procedures and number of participants of the meeting shall comply with the provisions of the company law and the articles of association.
2、 Deliberation of proposals
(I) the proposal on the prediction of daily connected transactions in 2022 was deliberated and adopted. In view of the fact that the subsidiary Jiangsu Zhongda Tower Technology Development Co., Ltd. plans to cooperate with the affiliated enterprises Jiangsu dalishen pipe pile Co., Ltd., Jiangsu Guoneng Photoelectric Communication Technology Group Co., Ltd., Guoneng (Peixian) Photoelectric Communication Technology Co., Ltd. from January to December 2022 Xuzhou Lushun Transportation Co., Ltd. has sales and transportation businesses such as PC steel bars, communication towers and steel structures, with a total amount of less than 80 million yuan. The company agrees to the above related party transactions of its subsidiaries.
The proposal was voted with 9 votes in favor, 0 against and 0 abstention
(II) the proposal on re-election of non independent directors of the eighth board of directors of the company was deliberated and adopted
Due to the change of the controlling shareholder and actual controller of the company, the current controlling shareholder Jiangsu rongneng Investment Development Co., Ltd. proposes to replace the members of the eighth board of directors of the company in accordance with the relevant provisions of the articles of association. In order to improve the corporate governance structure, adapt to the changes of the management system and ensure the effective decision-making and stable development of the company, the non independent directors of the eighth board of directors are re elected according to the list of director candidates recommended by the shareholders.
It is agreed to recommend Mr. Feng Jianfang, Mr. Tang Xiaolong, Mr. Jia Jicheng, Ms. Sun Li and Ms. Liu Yuting as candidates for non independent directors of the eighth board of directors of the company. The term of office of non independent directors shall be from the date of adoption of the election at the general meeting of shareholders to the date of expiration of the eighth board of directors of the company. At that time, after the re-election of the board of directors, the non independent directors shall be composed of Mr. Feng Jianfang, Mr. Tang Xiaolong Mr. Jia Jicheng, Ms. Sun Li, Ms. Liu Yuting and Mr. Ding Zhiping. Please see the attachment for the resumes of the candidates.
Voting results:
1. Re elect Mr. Feng Jianfang as a candidate for non independent directors of the eighth board of directors of the company;
9 in favor, 0 against and 0 abstention
2. Re elect Mr. Tang Xiaolong as a candidate for non independent director of the eighth board of directors of the company;
9 in favor, 0 against and 0 abstention
3. Re elect Mr. Jia Jicheng as a candidate for non independent director of the eighth board of directors of the company;
9 in favor, 0 against and 0 abstention
4. Re elect Ms. Sun Li as a candidate for non independent director of the eighth board of directors of the company;
9 in favor, 0 against and 0 abstention
5. Re elect Ms. Liu Yuting as a candidate for non independent director of the eighth board of directors of the company;
9 in favor, 0 against and 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and elected by cumulative voting system. (III) the proposal on re-election of independent directors of the eighth board of directors was deliberated and adopted. The independent directors of the company, Ms. Zhang Haixia, Mr. Zhang Lei and Mr. Ma Xinzhi, proposed to resign as independent directors of the company for personal reasons. The controlling shareholder, Jiangsu rongneng Investment Development Co., Ltd., nominated candidates for independent directors in accordance with the relevant provisions of the articles of association, The board of directors of the company agreed to recommend Mr. Liu Yu, Mr. Tang Xianguo and Mr. Xu Hui as candidates for independent directors of the eighth board of directors of the company. The term of office of independent directors starts from the date of election and approval of the general meeting of shareholders of the company to the date of expiration of the eighth board of directors. See the appendix for the resumes of each candidate. The candidates Mr. Xu Hui, Mr. Liu Yu and Mr. Tang Xianguo have no independent director qualification certificate. The three independent director candidates promise to participate in the independent director qualification training as soon as possible and obtain the independent director qualification certificate as soon as possible. Voting results:
1. Nominate Mr. Liu Yu as the candidate for independent director of the 8th board of directors of the company;
9 in favor, 0 against and 0 abstention
2. Nominate Mr. Tang Xianguo as the candidate for independent director of the eighth board of directors of the company;
9 in favor, 0 against and 0 abstention
3. Nominate Mr. Xu Hui as the candidate for independent director of the 8th board of directors of the company;
9 in favor, 0 against and 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and elected by cumulative voting system. (IV) the notice on convening the first extraordinary general meeting of shareholders in 2022 was reviewed and approved. The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on February 15, 2022 (Tuesday), and the equity registration date is February 9, 2022 (Wednesday)
The proposal was voted with 9 votes in favor, 0 against and 0 abstention
The above 2-3 proposals will be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
3、 Documents for future reference
Resolution of the 5th interim meeting of the 8th board of directors
It is hereby announced.
Xinjiang International Industry Co.Ltd(000159)
Board of directors
January 29, 2022
Attachment: resume of candidates for the board of directors
1、 Resume of non independent director candidates
(1) Mr. Feng Jianfang, male, born in February 1973, Han nationality, Chinese nationality, without permanent overseas residency, master of business administration. Since 2008, Jiangsu Zhongneng International Trade Co., Ltd., Jiangsu Hercules pipe pile Co., Ltd., Jiangsu Hercules Enterprise Management Co., Ltd., Jining Hercules new building materials Co., Ltd., Xuzhou suling Building Materials Trade Co., Ltd., Jiangsu Hercules new building materials Co., Ltd., Jiangsu Guoneng Enterprise Management Co., Ltd., Jiangsu rongneng Investment Development Co., Ltd Yancheng Hercules New Building Materials Technology Co., Ltd., Jiangsu Zhongneng building materials Co., Ltd., Jiangsu Zhongda Tower Technology Development Co., Ltd., Pizhou Zhongneng Environmental Protection Technology Co., Ltd. and other enterprises. Currently, he is the chairman of Jiangsu Hercules pipe pile Co., Ltd., the executive director of Jiangsu rongneng Investment Development Co., Ltd. and the supervisor of Jiangsu Guoneng Enterprise Management Co., Ltd. Mr. Feng Jianfang is the actual controller of Xinjiang International Industry Co.Ltd(000159) ;
Mr. Feng Jianfang has no relationship with other directors, supervisors and senior executives except for the disclosed matters; In addition to indirectly holding 22.82% equity of Xinjiang International Industry Co.Ltd(000159) , no other relatives hold Xinjiang International Industry Co.Ltd(000159) shares; Mr. Feng Jianfang has no Article 146 of the company law and has not been punished by the CSRC and other relevant departments or the stock exchange; There is no case that is suspected of a crime and filed for investigation by the judicial organ or that is suspected of violating laws and regulations and filed for inspection by the CSRC; After inquiry on the website of the Supreme People's court "national court dishonest Executees list information publishing and inquiry platform", the above personnel are not dishonest Executees; There is no circumstance that the director shall not be nominated as specified in articles 3.2.2 and 3.2.3 of self regulatory guidelines No. 1 - standardized operation of listed companies on the main board.
(2) Mr. Tang Xiaolong, born in November 1988, Han nationality, Chinese nationality, without permanent overseas residency. From 2011 to 2020, he served as the office director of Jiangsu Zhongneng Real Estate Group Co., Ltd., and from 2020 to now, he has served as the deputy executive general manager of Jiangsu Zhongda Tower Technology Development Co., Ltd., the supervisor of Jiangsu fangbao International Trade Co., Ltd. and the supervisor of Jiangsu Zhongneng building materials Co., Ltd.
Mr. Tang Xiaolong has no relationship with the controlling shareholder, actual controller, directors and supervisors except for his disclosed position; I and my relatives do not hold Xinjiang International Industry Co.Ltd(000159) shares; There are no circumstances specified in Article 146 of the company law and articles 3.2.2 and 3.2.3 of the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange, and have not been punished by the CSRC and other relevant departments and the stock exchange; According to the inquiry on the website of the Supreme People's court "national court dishonest Executees list information publishing and inquiry platform", he is not a dishonest executee and meets the requirements of the company law and other relevant laws, regulations and provisions.
(3) Mr. Jia Jicheng, born in October 1984, Han nationality, Chinese nationality, without permanent overseas residency. University culture. From 2007 to 2013, he served as the project manager of China Non-metallic materials Nanjing Mining Engineering Co., Ltd., from 2014 to 2019, as the sales director of Jiangsu Hercules pipe pile Co., Ltd., from 2020 to 2021, as the general manager of Huaibei Xiangshan Cement Co., Ltd. of Huaihai Industrial Group Co., Ltd., and from 2021 to now, as the sales director of Jiangsu Zhongda Tower Technology Development Co., Ltd.
Mr. Jia Jicheng has no relationship with the controlling shareholder, actual controller, directors and supervisors except for his disclosed position; I and my relatives do not hold Xinjiang International Industry Co.Ltd(000159) shares; There are no circumstances specified in Article 146 of the company law and articles 3.2.2 and 3.2.3 of the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange, and have not been punished by the CSRC and other relevant departments and the stock exchange; According to the inquiry on the website of the Supreme People's court "national court dishonest Executees list information publishing and inquiry platform", he is not a dishonest executee and meets the requirements of the company law and other relevant laws, regulations and provisions.
(4) Ms. Sun Li, born in July 1975, Han nationality, Chinese nationality, without permanent overseas residency. College culture. From 1990 to 2000, he served as the documenter of the maintenance team of Jiangsu Xutang Power Generation Co., Ltd., from 2000 to 2010, he served as the business director of Xuzhou Xiangda company of Tangrenshen Group Co.Ltd(002567) group, and in 2017, he served as the marketing manager of Jiangsu Zhongda Tower Technology Development Co., Ltd.
Ms. Sun Li has no relationship with the controlling shareholder, actual controller, directors and supervisors except for her disclosed position; I hold 9600 Xinjiang International Industry Co.Ltd(000159) shares; There are no circumstances specified in Article 146 of the company law and articles 3.2.2 and 3.2.3 of the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange, and have not been punished by the CSRC and other relevant departments and the stock exchange; According to the inquiry on the website of the Supreme People's court "national court dishonest Executees list information publishing and inquiry platform", the above candidates are not dishonest Executees, and the above candidates meet the requirements of the company law and other relevant laws, regulations and regulations. (5) Ms. Liu Yuting, born in March 1986, Han nationality, Chinese nationality, without permanent overseas residency. College culture. From 2003 to 2006, he served as an actor of the quyi team of Nanjing Armed Police Corps Blue Shield song and dance troupe, from 2007 to 2010, he served as the director of Human Resources Department of Guangzhou Shiyuan Electronic Technology Co., Ltd., from 2012 to now, he has served as the director of human resources of Jiangsu Zhongneng Real Estate Group Co., Ltd. and the supervisor of Jiangsu Hercules pipe pile Co., Ltd.
Ms. Liu Yuting has no relationship with the controlling shareholder, actual controller, directors and supervisors except for her disclosed position; My spouse holds 13000 Xinjiang International Industry Co.Ltd(000159) shares; There are no circumstances specified in Article 146 of the company law and articles 3.2.2 and 3.2.3 of the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange, and have not been punished by the CSRC and other relevant departments and the stock exchange; According to the inquiry on the website of the Supreme People's court "national court dishonest Executees list information publishing and inquiry platform", the above candidates are not dishonest Executees, and the above candidates meet the requirements of the company law and other relevant laws, regulations and regulations.
2、 Resume of independent director candidates
(1) Mr. Liu Yu, born in 1968, Han nationality, Chinese nationality, without permanent overseas residency. CPC member, graduate degree. 1986-2017 officer of Nanjing Military Region; In 2017, Shanghai Education and Health Industry Co., Ltd. was established as the chairman, engaged in equity investment, basic education and other related work.
Mr. Liu Yu has no relationship with Xinjiang International Industry Co.Ltd(000159) controlling shareholder Jiangsu rongneng Investment Development Co., Ltd. and its actual controller; There is no relationship with other directors, supervisors and senior executives; I and my relatives do not hold Xinjiang International Industry Co.Ltd(000159) shares; There are no circumstances specified in Article 146 of the company law and articles 3.2.2 and 3.2.3 of the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange, and have not been punished by the CSRC and other relevant departments and the stock exchange; According to the inquiry on the website of the Supreme People's court "national court dishonest Executees list information publishing and inquiry platform", the above-mentioned personnel are not dishonest Executees, and the above-mentioned candidates meet the requirements of the company law and other relevant laws, regulations and provisions for the appointment of directors and supervisors.
(2) Mr. Tang Xianguo, born on January 29, 1970, Han nationality, Chinese nationality, without permanent overseas residency. University culture. From September 1989 to December 1992, he served as a civil servant of Pizhou chefushan Township People's government, from January 1993 to June 1994, as a civil servant of Pizhou zhaodun Township People's government, from July 1994 to February 2001, as a lawyer of Xuzhou Yongsheng law firm, and since March 2001, he has been the director of Jiangsu huiyingcai law firm.
Mr. Tang Xianguo has no relationship with Xinjiang International Industry Co.Ltd(000159) controlling shareholder Jiangsu rongneng Investment Development Co., Ltd. and its actual controller; There is no relationship with other directors, supervisors and senior executives; I and my relatives do not hold Xinjiang International Industry Co.Ltd(000159) shares; There are no circumstances specified in Article 146 of the company law and articles 3.2.2 and 3.2.3 of the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange, and have not been punished by the CSRC and other relevant departments and the stock exchange; According to the inquiry on the website of the Supreme People's court "national court dishonest Executees list information publishing and inquiry platform", the above-mentioned personnel are not dishonest Executees, and the above-mentioned candidates meet the requirements of the company law and other relevant laws, regulations and provisions for the appointment of directors and supervisors.
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