Securities code: 000525 securities abbreviation: St red sun Announcement No.: 2022-020
Nanjing Red Sun Co.Ltd(000525)
Announcement of resolutions of the first meeting of the ninth 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.
The first meeting of the ninth board of directors of Nanjing Red Sun Co.Ltd(000525) (hereinafter referred to as “the company”) was held on February 10, 2022 in the conference room of the company at No. 18 Gutan Avenue, Gaochun Economic Development Zone, Nanjing by means of on-site and communication. With the unanimous consent of all directors, the time limit for advance notice of this meeting is exempted. There are 9 directors who should attend the meeting and 9 actually attended the meeting, including Feng Liyan, Wu Xuemin and Wang Jinshan. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The directors attending the meeting unanimously elected Mr. Yang Xiu to preside over the meeting. The convening and convening of the meeting comply with the provisions of relevant laws, regulations, rules and the articles of association. The meeting considered and adopted the following proposals by open ballot:
1、 The proposal on the election of the chairman of the ninth board of directors of the company was reviewed and passed, and it was agreed to elect Mr. Yang Xiu (attached with resume) as the chairman of the ninth board of directors of the company, with the term of office consistent with that of the current board of directors.
The independent directors of the company have expressed their independent opinions on this proposal.
The voting of the proposal is as follows:
Agree to abstain from voting
Voting
9 votes 0 votes 0 votes not applicable
2、 The proposal on the election of the vice chairman of the ninth board of directors of the company was reviewed and passed, and it was agreed to elect Ms. Yang Chunhua (attached with her resume) as the vice chairman of the ninth board of directors of the company, whose term of office is consistent with that of the current board of directors.
The independent directors of the company have expressed their independent opinions on this proposal.
The voting of the proposal is as follows:
Voting: agree to abstain from voting
9 votes 0 votes 0 votes not applicable
3、 The proposal on appointing the general manager, deputy general manager and other senior managers of the company was reviewed and passed
It is agreed to appoint Mr. Zhao fuming (attached with resume) as the general manager of the company, and the term of office is the same as that of the current board of directors.
Agree to appoint Mr. Wang Hongming, Mr. Zhang Lanping, Mr. Wu Zhonglu, Ms. Wu Min, Mr. Wang Guoping and Mr. Chen Zhizhong (the resumes of relevant personnel are attached) as the deputy general manager of the company, and the term of office is consistent with that of the current board of directors;
It is agreed to appoint Mr. Zhao Yong (attached to the resume) as the chief financial officer of the company, and the term of office is the same as that of the current board of directors.
It is agreed to appoint Ms. Wang Lu (attached to the resume) as the Secretary of the board of directors of the company, and the term of office is the same as that of the current board of directors.
The independent directors of the company have expressed their independent opinions on this proposal.
The voting of the proposal is as follows:
Agree to abstain from voting
Voting
9 votes 0 votes 0 votes not applicable
4、 The proposal on the establishment and composition of special committees of the ninth board of directors of the company was reviewed and adopted
In accordance with the relevant provisions of the company law, the standards for the governance of listed companies and the articles of association, the ninth board of directors of the company has four special committees: Strategy Committee, audit committee, remuneration and assessment committee and Nomination Committee. After the election of the board of directors, the composition of each special committee is as follows:
1. Strategy Committee: Yang Xiu, Yang Chunhua, Zhao fuming, Wu Xuemin and Yan Zhen, with Yang Xiu as the chairman;
2. Audit Committee: Feng Liyan, Yan Zhen, Yang Chunhua, Feng Liyan as chairman; 3. Remuneration and assessment committee: Wu Xuemin, Yan Zhen and Lu Yugang, with Wu Xuemin as the chairman;
4. Nomination Committee: Yan Zhen, Wu Xuemin and Yang Xiu. Yan Zhen is the chairman.
The term of office of the above-mentioned special committees is consistent with that of the current board of directors.
Consent against abstention and avoidance of voting
9 votes 0 votes 0 votes not applicable
5、 The proposal on Authorizing the chairman of the board of directors to sign bank credit related documents on behalf of the board of directors was reviewed and adopted
In order to improve the work efficiency of the board of directors and facilitate the daily financing business of the company, according to the provisions of the articles of association, when the board of directors is not in session, the board of directors of the company authorizes the chairman of the board of directors to sign the following bank credit related documents on behalf of the board of directors:
1. Authorize the chairman of the board of directors to sign relevant documents on bank credit on behalf of the board of directors: sign relevant documents on bank credit business with the maximum amount not exceeding 50% of the latest audited total assets;
2. Authorize the chairman of the board of directors on behalf of the board of directors to sign relevant documents on bank loan business with a single amount not exceeding 10% of the company’s recently audited net assets, including but not limited to applying for loans from banks and their branches and non bank financial institutions, bank acceptance bills, commercial acceptance bills, bank guarantees, China trade financing, international trade financing, commodity financing, etc; The above authorization scope shall not exceed the authority of the board of directors specified in the articles of association.
The voting of the proposal is as follows:
Consent against abstention and avoidance of voting
9 votes 0 votes 0 votes not applicable
It is hereby announced.
Nanjing Red Sun Co.Ltd(000525)
Board of directors
February 10, 2022
Attachment: resumes of the chairman, vice chairman, senior management and Secretary of the ninth board of directors of the company
Mr. Yang Xiu, Chinese nationality, without permanent residency abroad, was born in October 1982 with a bachelor’s degree. He once served as the regional sales director of Nanjing Red Sun agricultural materials chain Group Co., Ltd., the deputy general manager of the supply and marketing department of Red Sun Co., Ltd., and now the general manager of the Nanjing Red Sun Co.Ltd(000525) supply and marketing department.
As of the disclosure date of this announcement, Mr. Yang Xiu did not hold shares of the company; There is no relationship with the controlling shareholder and actual controller of the company, other shareholders holding more than 5% of the shares of the company, and there is no relationship with other directors, supervisors and senior managers of the company. Mr. Yang Xiu has not been publicly condemned or criticized by the stock exchange for more than three times in the past three years, meets the qualifications required by relevant laws and regulations, and is not allowed to serve as a director or senior manager of the company as stipulated in the company law and the articles of association. Mr. Yang Xiu is not a dishonest person to be executed.
Ms. Yang Chunhua, Chinese nationality, without permanent residency abroad, was born in January 1965, with a college degree and a senior accountant. He used to be the chief of the general ledger accounting and finance section of Nanjing No. 1 pesticide factory, the manager of the Finance Department of Red Sun Group Co., Ltd., Nanjing Red Sun Co.Ltd(000525) chief financial officer. He is currently Nanjing Red Sun Co.Ltd(000525) vice chairman and director of Red Sun Group Co., Ltd. Ms. Yang Chunhua and Mr. Yang Shouhai, the actual controller of the company, are brothers and sisters. As of the disclosure date of this announcement, 10549 shares of the company have been held. In addition, Ms. Yang Chunhua has no relationship with the controlling shareholder, actual controller and other shareholders holding more than 5% of the company’s shares, and has no relationship with other directors, supervisors and senior managers of the company. Ms. Yang Chunhua has not been publicly condemned or criticized by the stock exchange for more than three times in the past three years, meets the qualifications required by relevant laws and regulations, and does not have the situation that she is not allowed to serve as a director or senior manager of the company as stipulated in the company law and the articles of association. Ms. Yang Chunhua is not the person to be executed for breaking her promise.
Mr. Zhao fuming, Chinese nationality, without permanent residency abroad, was born in February 1962, with a college degree and a senior engineer. He used to be the manager of the supply and marketing department of Nanjing No. 1 pesticide factory, the general manager of the supply and marketing department of Red Sun Group Co., Ltd., Nanjing Red Sun Co.Ltd(000525) supervisor and chairman of the board of supervisors. Now he is the general manager and director of Nanjing Red Sun Co.Ltd(000525) , the supervisor of Nanjing First Pesticide Group Co., Ltd., Sino-Agri Leading Biosciences Co.Ltd(603970) supervisor. As of the disclosure date of this announcement, Mr. Zhao fuming did not hold shares of the company; There is no relationship with the controlling shareholder and actual controller of the company, other shareholders holding more than 5% of the shares of the company, and there is no relationship with other directors, supervisors and senior managers of the company. Mr. Zhao fuming has been publicly condemned by the stock exchange in the past three years, and has been included in the list of dishonest Executees for reasons other than personal liabilities. Given that he has rich experience in production, operation and management and is familiar with the relevant business of the company, his serving as a non independent director and senior manager of the company will not affect the standardized operation of the company.
Mr. Wang Hongming, Chinese nationality, without permanent residency abroad, was born in March 1969, with a college degree and a senior engineer. He once served as deputy section chief of the production department of Gaochun Chemical General Factory, deputy manager of the technical department of Nanjing Hongji Ceramics Co., Ltd., director of Nanjing No. 1 pesticide factory, general manager of Ma’anshan Kebang ecological fertilizer Co., Ltd., director of Nanjing No. 1 Pesticide Group Co., Ltd., general manager of Anhui Guoxing Biochemical Co., Ltd. and chairman of Chongqing Huage Biochemical Co., Ltd. He is currently the chairman and Nanjing Red Sun Co.Ltd(000525) deputy general manager of Anhui red sun biochemistry Co., Ltd. Mr. Wang Hongming does not directly hold the company’s shares, has no relationship with the controlling shareholder and actual controller of the company, other shareholders holding more than 5% of the company’s shares, and has no relationship with other directors, supervisors and senior managers of the company. Mr. Wang Hongming has not been publicly condemned or criticized by the stock exchange for more than three times in the past three years, meets the qualifications required by relevant laws and regulations, and does not have the situation that he is not allowed to serve as a director or senior manager of the company as stipulated in the company law and the articles of association. Mr. Wang is not blind. Mr. Zhang Lanping, Chinese nationality, without permanent residency abroad, was born in March 1969, with a college degree and a senior engineer. Once served as Nanjing Red Sun Co.Ltd(000525) assistant general manager and manager of Technology Department and Nanjing Red Sun Co.Ltd(000525) deputy general manager. He is now the technical director of Nanjing Red Sun Co.Ltd(000525) . Mr. Zhang Lanping does not directly hold the company’s shares, has no relationship with the controlling shareholder and actual controller of the company, other shareholders holding more than 5% of the company’s shares, and has no relationship with other directors, supervisors and senior managers of the company. Mr. Zhang Lanping has not been publicly condemned or criticized by the stock exchange for more than three times in the past three years, meets the qualifications required by relevant laws and regulations, and does not have the situation that he is not allowed to serve as a director or senior manager of the company as stipulated in the company law and the articles of association. Mr. Zhang Lanping is not the person to be executed for breaking his promise.
Mr. Wu Zhonglu, Chinese nationality, without permanent residency abroad, was born in September 1972 with a university degree. He once served as office clerk, HR specialist, enterprise management specialist, planning section chief, budget section chief and enterprise management department manager of Red Sun Group Co., Ltd., director of general office, manager of operation management department and manager of Supply Chain Management Department of Nanjing Red Sun Co., Ltd. He is now the director of Shandong Kexin biochemistry Co., Ltd. Nanjing Red Sun Co.Ltd(000525) and the director of operation and management. As of the disclosure date of this announcement, Mr. Wu Zhonglu does not hold shares of the company, has no relationship with the controlling shareholder and actual controller of the company, other shareholders holding more than 5% of the shares of the company, and has no relationship with other directors, supervisors and senior managers of the company. Mr. Wu Zhonglu has not been publicly condemned or criticized by the stock exchange for more than three times in the past three years, meets the qualifications required by relevant laws and regulations, and does not have the situation that he is not allowed to serve as a director or senior manager of the company as stipulated in the company law and the articles of association. Mr. Wu Zhonglu is not the person to be executed for breaking his promise.
Ms. Wu Min, Chinese nationality, without permanent residency abroad, was born in April 1986 with a university degree. He once served as the president, confidential secretary, legal specialist, deputy director of the office, director of human resources and Secretary of the board of directors of Red Sun Group Co., Ltd., deputy general manager of Nanjing Huage Real Estate Co., Ltd. and chairman of World Village International Hotel Co., Ltd. He is now the Nanjing Red Sun Co.Ltd(000525) deputy general manager. As of the disclosure date of this announcement, Ms. Wu Min does not hold shares of the company, has no relationship with the controlling shareholder and actual controller of the company, other shareholders holding more than 5% of the shares of the company, and has no relationship with other directors, supervisors and senior managers of the company. Ms. Wu Min has not been publicly condemned or criticized by the stock exchange for more than three times in the past three years, meets the qualifications required by relevant laws and regulations, and is not allowed to serve as a director or senior manager of the company as stipulated in the company law and the articles of association. Ms. Wu Min is not a dishonest person.
Mr. Wang Guoping, Chinese nationality, without permanent residency abroad, was born in August 1979 with a master’s degree. He once served as Nanjing Red Sun Co.Ltd(000525) tester, workshop administrator, business manager of logistics supply and marketing department and sales section chief of logistics supply and marketing department. Now he is the general manager of Nanjing Red Sun Co.Ltd(000525) marketing management department. As of the disclosure date of this announcement, Mr. Wang Guoping does not hold shares of the company, has no relationship with the controlling shareholder and actual controller of the company and other shareholders holding more than 5% of the shares of the company, and has no relationship with other directors, supervisors
