Securities code: 000525 securities abbreviation: St red sun Announcement No.: 2022-022
Nanjing Red Sun Co.Ltd(000525)
Announcement on the completion of the general election of the board of directors and the board of supervisors and the appointment of senior managers
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.
Nanjing Red Sun Co.Ltd(000525) (hereinafter referred to as “the company”) the term of office of the eighth board of directors and the board of supervisors has expired. According to relevant laws and regulations and the relevant provisions of the articles of association, the company held the first extraordinary general meeting of shareholders in 2022 on February 10, 2022, and deliberated and adopted the relevant proposals on the general election of the board of directors and the board of supervisors one by one, Elect non independent directors and independent directors of the ninth board of directors and non employee representative supervisors of the ninth board of supervisors. The company held the employee representative meeting on January 20, 2022, at which the employee representative supervisor of the ninth board of supervisors was elected. The board of directors and the board of supervisors of the company successfully completed the work related to the general election. On February 10, 2022, the company held the first meeting of the ninth board of directors and the first meeting of the ninth board of supervisors respectively in the conference room of the company at No. 18 Gutan Avenue, Gaochun Economic Development Zone, Nanjing. Relevant proposals were deliberated and approved respectively, and the replacement and appointment of the chairman, vice chairman, general manager and senior management of the ninth board of directors were completed For the election of special committees and the election of the chairman of the ninth board of supervisors, the independent directors of the ninth board of directors of the company expressed their agreed independent opinions on matters related to the first meeting of the ninth board of directors.
The relevant information is hereby announced as follows:
1、 Composition of members of the 9th board of directors and special committees of the company
1. The ninth board of directors of the company consists of 9 directors, including 6 non independent directors and 3 independent directors. The details are as follows:
Non independent directors: Mr. Yang Xiu, Ms. Yang Chunhua, Mr. Zhao fuming, Mr. Lu Yugang, Mr. Wang Jinshan and Mr. Wang Wenkui
Independent directors: Mr. Wu Xuemin, Ms. Feng Liyan and Mr. Yan Zhen
Among them, Mr. Yang Xiu is the chairman of the ninth board of directors, and Ms. Yang Chunhua is the vice chairman of the ninth board of directors.
The term of office of the directors of the ninth board of directors of the company is three years, calculated from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022.
2. The ninth board of directors of the company consists of four special committees: Strategy Committee, audit committee, salary 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.
2、 Composition of the 9th board of supervisors of the company
The 9th board of supervisors of the company consists of 5 supervisors, including 3 non employee representative supervisors and 2 employee representative supervisors. The details are as follows:
Non employee representative supervisors: Mr. Yang Xiaosheng, Mr. Wu Tao and Mr. Chen Honglong
Employee representative supervisors: Mr. Fang Hongxin, Mr. Xia Xiaoyun
Among them, Mr. Yang Xiaosheng is the chairman of the ninth board of supervisors.
The term of office of the ninth board of supervisors of the company is three years, calculated from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022.
3、 Appointment of senior managers by the company
The 9th board of directors of the company agreed to appoint the following personnel as senior managers of the company, as follows:
General manager: Mr. Zhao fuming
Deputy general managers: Mr. Wang Hongming, Mr. Zhang Lanping, Mr. Wu Zhonglu, Ms. Wu Min, Mr. Wang Guoping and Mr. Chen Zhizhong
Chief financial officer: Mr. Zhao Yong
Secretary of the board of directors: Ms. Wang Lu
The term of office of the above appointed personnel is three years, from the date of deliberation and approval at the first meeting of the ninth board of directors to the expiration of the term of office of the ninth board of directors. Ms. Wang Lu, Secretary of the board of directors, has obtained the qualification certificate of secretary of the board of directors of Shenzhen Stock Exchange, and her qualification meets the provisions of the company law and the stock listing rules of Shenzhen Stock Exchange.
The above-mentioned employees have the professional and industrial knowledge and management experience necessary for performing their duties, are competent for the requirements of the post responsibilities, and meet the qualifications and conditions specified in relevant laws and regulations. There are no circumstances specified in Article 146 of the company law; Not prohibited from entering the securities market by the CSRC; Not publicly recognized by the stock exchange as unfit to serve as senior managers of listed companies; No administrative penalty imposed by the CSRC in the last three years; Except Mr. Zhao fuming, general manager and Mr. Zhao Yong, chief financial officer, the other employees have not been publicly condemned or criticized by the stock exchange for more than three times in the past three years; Not being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations; Except Mr. Zhao fuming, the general manager, the other employees are not dishonest Executees. Mr. Zhao fuming, the general manager, was publicly condemned by Shenzhen Stock Exchange on August 26, 2021. At the same time, it was found that Mr. Zhao fuming was the person subject to execution for dishonesty. Whereas Mr. Zhao fuming has rich experience in the production, operation and management of the company and is familiar with the relevant business of the company; At the same time, after being disciplined, Mr. Zhao fuming carefully learned lessons, actively rectified the company’s internal control process and increased the management of the company’s standardized operation; Moreover, Mr. Zhao fuming has never participated in the operation and management of Ma’anshan Kebang ecological fertilizer Co., Ltd. since he served as the general manager of the company. He was included in the list of dishonest Executees because he served as his legal representative, not because of Mr. Zhao fuming’s personal liabilities. The board of directors of the company believes that Mr. Zhao fuming has the qualification and ability to serve as the general manager of the company, and his position will not affect the standardized operation of the company, in line with the company law of the people’s Republic of China, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange, the articles of association and other relevant provisions. The independent directors agreed to appoint Mr. Zhao fuming as the general manager of the company.
Mr. Zhao Yong, chief financial officer, was publicly condemned by Shenzhen Stock Exchange on August 26, 2021. In view of his rich experience in financial management and familiarity with the company’s financial related businesses, Mr. Zhao Yong carefully learned lessons after being disciplined, actively rectified the company’s internal control process and increased the management of the company’s standardized operation; The board of directors of the company believes that his appointment as the chief financial officer of the company will not affect the standardized operation of the company and complies with the company law of the people’s Republic of China, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange, the articles of Association and other relevant provisions. The independent directors agreed to appoint Mr. Zhao Yong as the chief financial officer of the company.
The resumes of the above members of the board of directors, the board of supervisors and senior managers are detailed in the annex. 4、 Contact information of the Secretary of the board of directors
Contact: Ms. Wang Lu
Tel: 025-57883588
Fax: 025-57886828
mail box: [email protected].
Mailing address: No. 18, Gutan Avenue, Gaochun Economic Development Zone, Nanjing, Jiangsu
It is hereby announced.
Nanjing Red Sun Co.Ltd(000525)
Board of directors
February 10, 2022
Attachment: resumes of members of the ninth board of directors, members of the board of supervisors, senior managers and Secretary of the board of directors I. resumes of members of the ninth board of directors
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 appointment as a director and senior manager of the company will not affect the standardized operation of the company.
Mr. Lu Yugang, Chinese nationality, without permanent residency abroad, was born in February 1976 with a university degree. He once served as the president, legal secretary, deputy director of the office, legal director, Secretary of the board of directors of Red Sun Group Co., Ltd., and member of the Standing Committee of the 8th, 9th and 10th Gaochun District CPPCC. He is now the vice president of Red Sun Group Co., Ltd., the chairman and President of Jiangsu red sun new business group Co., Ltd., the chairman and Nanjing Red Sun Co.Ltd(000525) director of Nanjing world village wisdom Agricultural Trade Co., Ltd. As of the disclosure date of this announcement, Mr. Lu Yugang 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. Lu Yugang 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. Lu Yugang is not the person to be executed for breaking his promise.
Mr. Wang Jinshan, Chinese nationality, without permanent residency abroad, was born in September 1981, with a master’s degree, registered safety engineer and chemical engineer. He once served as deputy general manager of Chongqing Huage biochemistry Co., Ltd., general manager of Chongqing Zhongbang Technology Co., Ltd., general manager of Chongqing red sun Environmental Protection Industry Co., Ltd. and chairman of Chongqing Zhongbang Technology Co., Ltd. He is now the general manager of Chongqing World Village biochemistry Co., Ltd. Mr. Wang Jinshan does not directly hold the company’s shares, and 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 Jinshan 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 Jinshan is not the person to be executed for breaking his promise.
Mr. Wang Wenkui, Chinese nationality, without permanent residency abroad, was born in February 1983, with a master’s degree and an engineer. He once served as researcher of the technical center of Red Sun Group Co., Ltd., deputy director of the technical center of Nanjing Huazhou Pharmaceutical Co., Ltd., project manager of Nanjing Red Sun biochemistry Co., Ltd., and workshop director of Nanjing Red Sun biochemistry Co., Ltd. He is currently the deputy general manager and Nanjing Red Sun Co.Ltd(000525) supervisor of Anhui red sun biochemistry Co., Ltd. As of the disclosure date of this announcement, Mr. Wang Wenkui 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. Wang Wenkui 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 Wenkui is not the person to be executed for breaking his promise.
Mr. Wu Xuemin, Chinese nationality, without permanent residency abroad, was born in May 1968, with a doctoral degree, professor and doctoral supervisor, and a member of Jiusan Society. He used to be a teaching assistant, lecturer and associate professor of the school of science of China Agricultural University. He is currently a professor of the school of science of China Agricultural University, chairman of the professional committee of pesticide preparations and additives of China pesticide development and Application Association, member of the professional committee of pesticide chemistry of Beijing pesticide society and Sino-Agri Leading Biosciences Co.Ltd(603970) independent director. As of the disclosure date of this announcement, Mr. Wu Xuemin did not hold shares of the company; There is 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 there is no relationship with other directors, supervisors and senior managers of the company
