Securities code: 000608 securities abbreviation: Yang Guang Co.Ltd(000608) Announcement No.: 2022-l05 Yang Guang Co.Ltd(000608)
Announcement on resolutions of the first extraordinary meeting of the eighth board of directors in 2022
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.
1、 Meetings of the board of directors
Yang Guang Co.Ltd(000608) (hereinafter referred to as “the company”) the notice of the first extraordinary meeting of the eighth board of directors in 2022 was sent in writing and e-mail on Friday, January 28, 2022, and held in the conference room of the company in the form of on-site Tencent meeting on Friday, February 11, 2022. The meeting was presided over by Mr. Zhou Lei, chairman of the company. There were 7 directors who should attend the meeting, and 7 directors actually attended the meeting. Among them, independent directors Mr. Liu Pingchun, Mr. Zhang Li and Ms. Han Meiyun attended the meeting in the form of Tencent. Members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and voting procedures of the meeting comply with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
After full discussion by the directors attending the meeting, the meeting deliberated and made the following resolutions:
(I) the proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the ninth board of directors was deliberated and adopted
In view of the expiration of the term of office of the eighth board of directors of the company, in accordance with the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, after nomination by the board of directors and review by the nomination and salary assessment committee of the eighth board of directors, the board of directors of the company agreed to nominate Mr. Zhou Lei, Mr. Xiong Wei Mr. Zhang Zhifei and Mr. Chang Liming are candidates for non independent directors of the ninth board of directors of the company. Their term of office is three years from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. See the appendix for the resumes of the above candidates for non independent directors. Before the new board of directors is elected by the general meeting of shareholders, it is required to perform the duties of directors.
The directors present at the meeting voted on the above candidates one by one, and the voting results are as follows:
1. Agree to nominate Mr. Zhou Lei as a candidate for non independent director of the ninth board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention
2. Agree to nominate Mr. Xiong Wei as a candidate for non independent director of the ninth board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention
3. Agree to nominate Mr. Zhang Zhifei as a candidate for non independent director of the ninth board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention
4. Agree to nominate Mr. Chang Liming as a candidate for non independent director of the ninth board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention
The independent directors of the company expressed their independent opinions on the matter. For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Independent opinions of independent directors on the general election of the board of directors of the company.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation. Since the shareholding ratio of the controlling shareholders of the company does not exceed 30%, according to relevant laws and regulations, the above proposals will be submitted to the general meeting of shareholders for voting item by item by direct voting. (II) the proposal on the general election of the board of directors of the company and the nomination of independent director candidates for the ninth board of directors was deliberated and adopted
In view of the expiration of the term of office of the eighth board of directors of the company, in accordance with the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, after nomination by the board of directors and review by the nomination and salary assessment committee of the eighth board of directors, the board of directors of the company agreed to nominate Mr. Liu Pingchun, Mr. Zhang Li Mr. Guo leiming is an independent director candidate of the ninth board of directors of the company. His term of office is three years from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. See the appendix for the resume of the above independent director candidates. Before the new board of directors is elected by the general meeting of shareholders, the independent directors of the eighth board of directors of the company will still perform the duties of directors in accordance with the relevant provisions and requirements of laws, administrative regulations and the articles of association.
The directors present at the meeting voted on the above candidates one by one, and the voting results are as follows:
1. Agree to nominate Mr. Liu Pingchun as the candidate for independent director of the ninth board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention
2. Agree to nominate Mr. Zhang Li as the candidate for independent director of the ninth board of directors of the company
3. Agree to nominate Mr. Guo leiming as an independent director candidate of the ninth board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention
The independent directors of the company expressed their independent opinions on the matter. For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Independent opinions of independent directors on the general election of the board of directors of the company.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation. Since the shareholding ratio of the controlling shareholders of the company does not exceed 30%, according to relevant laws and regulations, the above proposals will be submitted to the general meeting of shareholders for voting item by item by direct voting. The qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange, and the shareholders’ meeting can vote only if there is no objection.
(III) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
For details, please refer to the company’s publication on cninfo (www.cn. Info. Com. CN) on the same day, And the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-l07) on the securities times, China Securities News, securities daily and Shanghai Securities News
Voting results: 7 in favor, 0 against and 0 abstention
3、 Documents for future reference
Resolutions of the board of directors signed and sealed by the directors present at the meeting.
It is hereby announced.
Yang Guang Co.Ltd(000608) board of directors
February 11, 2002
Attachment: resume of non independent director candidates:
1. Zhou Lei, male, born in January 1977, Chinese nationality, majoring in finance and business, with a master’s degree. He once served as president of Shenzhen Branch of Chong Hing Bank and President of Huashang bank. He is currently the president of Jingji Group Co., Ltd. and the chairman of Shenzhen Jingji Capital Management Co., Ltd. Chairman of the 8th board of directors of the company.
Mr. Zhou Lei does not hold shares of the company; There is no affiliated relationship with other shareholders holding more than 5% of the company’s shares and other directors, supervisors and senior managers of the company except Jingji Group Co., Ltd; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no cases in which the judicial organ files a case for investigation due to suspected crimes or the CSRC files a case for inspection due to suspected violations of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; There is no circumstance in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which stipulates that they shall not be nominated as directors, and their qualifications meet the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association.
2. Xiong Wei, male, born in January 1978, Chinese nationality, major in accounting, bachelor’s degree. He once served as vice president of Shenzhen Jingji Real Estate Co., Ltd., executive vice president of Jingji Group Co., Ltd., chairman of Shenzhen Jingji Baina Business Management Co., Ltd. and chairman of Shenzhen Jingji Property Management Co., Ltd. He is currently the chairman of Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) , the director of Jingji Group Co., Ltd. and the director of Shenzhen Jingji 100 Building Hotel Management Co., Ltd. Director and President of the 8th board of directors of the company. In June 2021, it successfully passed the recognition of “elite talents” in Luohu District, Shenzhen.
Mr. Xiong Wei does not hold shares in the company; There is no affiliated relationship with other shareholders holding more than 5% of the company’s shares and other directors, supervisors and senior managers of the company except Jingji Group Co., Ltd; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no cases in which the judicial organ files a case for investigation due to suspected crimes or the CSRC files a case for inspection due to suspected violations of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; There is no circumstance in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which stipulates that they shall not be nominated as directors, and their qualifications meet the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association.
3. Chang liming, male, born in December 1972, Chinese nationality, major in auditing, bachelor’s degree. He once served as the capital director of lemon International Group Co., Ltd., the chief financial officer of Shenzhen Xinhai Holding Co., Ltd., the director and President of Shenzhen Xinhai urban renewal Group Co., Ltd. Director, vice president, financial director and chief financial officer of the 8th board of directors of the company.
Mr. Chang Liming does not hold shares of the company; With shareholders and actual controllers holding more than 5% of the company’s shares
And other directors, supervisors and senior managers of the company; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no cases in which the judicial organ files a case for investigation due to suspected crimes or the CSRC files a case for inspection due to suspected violations of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; There is no circumstance in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which stipulates that they shall not be nominated as directors, and their qualifications meet the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association.
4. Zhang Zhifei, male, born in February 1982, Chinese nationality, major in public utilities management, bachelor’s degree. He once served as deputy general manager and general manager of kkmall project of Shenzhen Jingji Baina Business Management Co., Ltd., general manager of business development center of Shenzhen Jingji Baina Business Management Co., Ltd., vice president and vice president of Shenzhen Jingji Baina Business Management Co., Ltd. He is currently the president of Shenzhen Jingji Baina Business Management Co., Ltd. and a director of the eighth board of directors of the company.
Mr. Zhang Zhifei does not hold shares in the company; There is no affiliated relationship with other shareholders holding more than 5% of the company’s shares and other directors, supervisors and senior managers of the company except Jingji Group Co., Ltd; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no cases in which the judicial organ files a case for investigation due to suspected crimes or the CSRC files a case for inspection due to suspected violations of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; There is no circumstance in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which stipulates that they shall not be nominated as directors, and their qualifications meet the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association. Resume of independent director candidates:
1. Liu Pingchun, male, born in February 1955, Chinese nationality, Chinese major, bachelor’s degree. He used to be the president and chairman of Shenzhen Overseas Chinese Town Co.Ltd(000069) , vice president of China Association of listed companies, vice president of China Tourism Association, President of China Association of scenic spots, vice president of Shenzhen Association of listed companies and President of Shenzhen Tourism College of Jinan University. At present, he is an independent director of Shenzhen Ruihe Construction Decoration Co.Ltd(002620) and an independent director of Shenzhen Grandland Group Co.Ltd(002482) . He also serves as the chairman of the board of supervisors of Shenzhen Quality Promotion Association and the chairman of the board of supervisors of Shenzhen design and Art Alliance. Independent director of the 8th board of directors of the company.
Mr. Liu Pingchun does not hold shares of the company; There is no relationship with shareholders holding more than 5% of the company’s shares, actual controllers and other directors, supervisors and senior managers of the company; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no cases in which the judicial organ files a case for investigation due to suspected crimes or the CSRC files a case for inspection due to suspected violations of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; There is no circumstance in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which stipulates that they shall not be nominated as directors, and their qualifications meet the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association.
2. Zhang Zhang, male, born in November 1976, Chinese nationality, major in accounting, master’s degree, certified public accountant. He used to be the head of ShineWing (Hong Kong) certified public accountants Co., Ltd. Shenzhen Branch, the salary granting partner of Dahua Certified Public Accountants (special general partnership) Shenzhen Branch, and the salary granting partner of Zhitong Certified Public Accountants (special general partnership) Shenzhen Branch. Now he is the partner of Shanghai Accounting firm (special general partnership) Shenzhen Branch and Shenzhen Infinova Limited(002528) independent director. Independent director of the 8th board of directors of the company.
Mr. Zhang Zhang does not hold shares in the company; There is no relationship with shareholders holding more than 5% of the company’s shares, actual controllers and other directors, supervisors and senior managers of the company; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no cases in which the judicial organ files a case for investigation due to suspected crimes or the CSRC files a case for inspection due to suspected violations of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; There is no circumstance in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which stipulates that they shall not be nominated as directors, and their qualifications meet the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association. 3. Guo leiming, male, born in March 1974, Chinese nationality, master’s degree, lawyer, engaged in legal service for 21 years. Currently, he is an independent director of Guangdong Great River Smarter Logistics Co.Ltd(002930) Wanshang tianqin (Shenzhen)
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