Securities code: 603126 securities abbreviation: Sinoma Energy Conservation Ltd(603126) Announcement No.: pro 2022-007 Sinoma Energy Conservation Ltd(603126)
Announcement of resolutions of the 10th meeting of the 4th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
The 10th meeting of the 4th board of directors of Sinoma Energy Conservation Ltd(603126) (hereinafter referred to as "the company") was held by means of communication on February 8, 2022. Before the meeting, all directors unanimously agreed to waive the meeting and give the meeting notice 5 days in advance. The meeting was recommended by more than half of the directors of the company and convened and presided over by Mr. Meng Qinglin, the director of the company. There were 7 directors who should participate in the voting and 7 directors who actually participated in the voting. The number of voting participants and the convening and convening procedures of the meeting comply with the relevant provisions of the company law and the articles of association, and are legal and effective.
2、 Deliberations of the board meeting
1. The proposal on electing the chairman of the Fourth Board of directors of the company was deliberated and adopted.
Agree to elect Mr. Meng Qinglin as the chairman and legal representative of the Fourth Board of directors of the company. The term of office starts from the date of adoption of the current board of directors to the date of expiration of the Fourth Board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
2. The proposal on appointing the acting president of the company was deliberated and adopted.
Agree to appoint Mr. Meng Qinglin as the acting president of the company, and the term of office starts from the date of adoption of the current board of directors to the date of expiration of the Fourth Board of directors.
The independent directors express their independent opinions as follows: after careful review of the personal resume and relevant materials of the acting president appointed by the board of directors of the company, we have not found that the above-mentioned personnel are not allowed to serve as senior managers of the company as stipulated in Article 146 of the company law, or are determined by the CSRC to be prohibited from entering the market and have not been lifted; His educational background, professional level, work experience and physical condition meet the responsibilities of senior managers. The nomination, appointment, deliberation and voting procedures of the acting president of the company comply with the company law, the articles of association, the rules of procedure of the board of directors and other relevant provisions, and their qualifications and resolutions are legal and effective. We agree that the board of directors of the company shall appoint Mr. Meng Qinglin as the acting president of the company. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Independent opinions of Sinoma Energy Conservation Ltd(603126) independent directors on matters considered at the 10th meeting of the Fourth Board of directors of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
3. The proposal on adjusting the members of relevant special committees of the Fourth Board of directors was deliberated and adopted.
It is agreed to adjust the members of relevant special committees of the Fourth Board of directors. The details of the adjustment are as follows:
(1) The strategy and Investment Committee is composed of Meng Qinglin, Zhang Jiwu, Zhao Yiqing, Qiu suhao and Xie Jigang, of which Meng Qinglin is the chairman.
(2) The nomination committee is composed of Meng Qinglin, Qiu suhao and Zhao Yiqing, of which Qiu suhao is the chairman.
(3) The remuneration and assessment committee is composed of Liu Xide, Zhao Yiqing and Xie Jigang, of which Zhao Yiqing is the chairman.
(4) The audit committee is composed of Huang Zhendong, Qiu suhao and Xie Jigang, of which Xie Jigang is the chairman.
The term of office of the above personnel starts from the date of adoption of the current board of directors to the date of expiration of the Fourth Board of directors. The relevant special committees of the board of directors shall operate in accordance with the rules of procedure adopted by the board of directors and relevant laws and regulations. Voting results: 7 in favor, 0 against and 0 abstention.
4. The proposal on the company's donation plan for 2022 was reviewed and approved.
Agree to the company's (including affiliated companies) external donation plan in 2022, and the total donation amount shall not exceed 1.2 million yuan.
It is agreed to authorize the president's office meeting to decide the specific donor, donor and donation amount within the amount of external donation plan in 2022 according to the actual needs, and handle them in accordance with relevant regulations.
It is agreed to include the above proposal in the agenda of the third extraordinary general meeting of shareholders in 2022 and submit it to the general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
5. The proposal on convening the third extraordinary general meeting of shareholders in 2022 was reviewed and adopted.
According to the actual situation of the company, it is agreed to hold the third extraordinary general meeting of shareholders of the company in 2022 in conference room 2112, 21 / F, block C, Beichen building, No. 1 Longzhou Road, Beichen District, Tianjin on February 24, 2022. The deliberation item is the proposal on the company's external donation plan in 2022.
It is agreed to authorize the Secretary of the board of directors to arrange to send a notice of convening the general meeting of shareholders to the shareholders of the company, in which the date, time and place of the meeting and the proposals to be considered shall be listed.
Voting results: 7 in favor, 0 against and 0 abstention. It is hereby announced.
Sinoma Energy Conservation Ltd(603126) the board of directors attached on February 8, 2022:
Resume of Mr. Meng Qinglin
Meng Qinglin, male, Han nationality, born in December 1967, is a member of the Communist Party of China, with a master's degree and a professor level senior engineer. He has successively served as the engineer of the economic and Trade Office of the Information Institute of the state building materials administration, the deputy manager and manager of the Department, the assistant and deputy general manager of the general manager of China building materials technology and Equipment Corporation, the director and deputy general manager of China Building Materials Equipment Co., Ltd., Sinoma International Engineering Co.Ltd(600970) general manager of Overseas Business Development Corporation, the general manager, chairman, executive director and party secretary of Sinoma Overseas Engineering Co., Ltd., Sinoma International Engineering Co.Ltd(600970) vice president, Current Sinoma Energy Conservation Ltd(603126) director.
Mr. Meng Qinglin has no relationship with other directors, supervisors and senior managers of the company. Mr. Meng Qinglin does not hold shares of the company, does not have the situation that he is not allowed to serve as a director of the company as stipulated in Article 146 of the company law, has not been banned from the securities market by the CSRC, has not been publicly recognized by the stock exchange as unfit to serve as a director, supervisor and senior manager of a listed company, and has not been subject to administrative punishment by the CSRC in the past three years, In the past three years, it has not been publicly condemned or criticized by the stock exchange for more than three times, nor has it been filed for investigation by the judicial organ for suspected crimes or by the CSRC for suspected violations of laws and regulations. Mr. Meng Qinglin has been investigated by the people's court and has not been executed by the people's court.
