Securities code: 002669 securities abbreviation: Kangda New Materials( Group) Co.Ltd(002669) Announcement No.: 2022-015
Kangda New Materials( Group) Co.Ltd(002669) material (Group) Co., Ltd
Announcement of resolutions of the first meeting of the 5th 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.
1、 Meetings of the board of directors
The notice of the first meeting of the Fifth Board of directors of Kangda New Materials( Group) Co.Ltd(002669) material (Group) Co., Ltd. (hereinafter referred to as “the company” or ” Kangda New Materials( Group) Co.Ltd(002669) “) was sent to the directors of the company by mail and communication on February 7, 2022. With the written consent of all directors, the meeting was held at 9:30 a.m. on February 12, 2022 in the company’s conference room by means of on-site combined with communication voting. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting, including 5 directors who attended the meeting by means of communication and 9 directors who participated in the voting. The meeting was presided over by Wang Jianxiang, a director elected by more than half of the directors. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The notice, convening, convening and voting procedures of the meeting were in line with the provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
1. The proposal on electing the chairman of the 5th board of directors of the company was deliberated and adopted
Since the 5th board of directors of the company has been established, all directors unanimously elected Wang Jianxiang as the chairman of the 5th board of directors of the company in accordance with the company law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association, The term of office is three years, from the date of deliberation and approval of the current board of directors to the date of expiration of the Fifth Board of directors. See the attachment for Wang Jianxiang’s resume.
For details, please refer to the announcement on electing the chairman of the company (Announcement No.: 2022-017) published in the securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo on the same day.
Voting results: 9 in favor, 0 against and 0 abstention
2. Deliberated and passed the proposal on the appointment of honorary chairman of the company
Upon the nomination of the chairman of the company, the board of directors agreed to appoint Lu Qiting as the honorary chairman of the Fifth Board of directors of the company, with a term of office of three years from the date of deliberation and approval of the current board of directors to the date of expiration of the Fifth Board of directors. See the attachment for Lu Qiting’s resume.
For details, see the announcement on the appointment of honorary chairman of the company (Announcement No.: 2022-018) published in securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo on the same day.
Voting results: 9 in favor, 0 against and 0 abstention
3. The proposal on the election of members of the special committee of the Fifth Board of directors was deliberated and adopted one by one
In view of the establishment of the 5th board of directors, in accordance with the company law, the articles of association and the working rules of the special committee of the board of directors, in order to improve and optimize the corporate governance structure and strengthen the management and operation of the board of directors, the board of directors agreed to elect the following members to form the strategy committee, audit committee, nomination committee, remuneration and assessment committee There are five special committees of the safety and environmental protection committee, which are specifically composed as follows:
3.1 the meeting deliberated and adopted the proposal on the election of members of the strategy committee of the 5th board of directors by 9 affirmative votes, 0 negative votes and 0 abstention votes;
Members of the strategy committee: Wang Jianxiang (Chairman), Yao Qisheng, Liu Bingjiang and Fan Hong.
3.2 the meeting deliberated and adopted the proposal on the election of members of the audit committee of the Fifth Board of directors by 9 votes in favor, 0 against and 0 abstention;
Members of the Audit Committee: Zhang Shanshan (Chairman), Jiang Bo and Fan Hong. Among them, Zhang Shanshan is an accounting professional.
3.3 the meeting deliberated and adopted the proposal on the election of members of the nomination committee of the Fifth Board of directors by 9 votes in favor, 0 against and 0 abstention;
Members of the nomination committee: Jiang Bo (Chairman), Wang Jianxiang and Zhang Shanshan.
3.4 the meeting deliberated and adopted the proposal on the election of members of the remuneration and assessment committee of the Fifth Board of directors by 9 affirmative votes, 0 negative votes and 0 abstention votes;
Members of the remuneration and assessment committee: Jiang Bo (Chairman), song Zhaoqing and Zhang Shanshan.
3.5 the meeting deliberated and adopted the proposal on the election of members of the safety and Environmental Protection Committee of the Fifth Board of directors by 9 votes in favor, 0 votes against and 0 abstentions.
Members of safety and Environmental Protection Committee: Yao Qisheng (Chairman), song Zhaoqing and Fan Hong.
The resumes of the above personnel are detailed in the announcement on the resolution of the 48th meeting of the Fourth Board of directors (Announcement No.: 2022-004) published in securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo on January 25, 2022.
The term of office of the chairmen and members of the above-mentioned special committees of the board of directors is three years, starting from the date of deliberation and approval of the current board of directors to the expiration of the Fifth Board of directors.
4. Deliberated and passed the proposal on the appointment of the general manager of the company;
Upon the nomination of the chairman of the company, the board of directors agreed to appoint Yao Qisheng as the general manager of the company for a term of three years from the date of deliberation and approval of the current board of directors to the date of expiration of the Fifth Board of directors. See the attachment for Yao Qisheng’s resume. The independent directors of the company expressed their independent opinions on the proposal. For details, see the relevant announcement disclosed on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention
5. Deliberated and passed the proposal on appointing the deputy general manager of the company;
5.1 the meeting deliberated and adopted the proposal on appointing song Zhaoqing as the executive deputy general manager of the company with 9 affirmative votes, 0 negative votes and 0 abstention votes;
5.2 the proposal on the appointment of Liu Bingjiang as the deputy general manager of the company was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention at the meeting;
5.3 the proposal on the appointment of Cheng Shuxin as the deputy general manager of the company was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention at the meeting;
5.4 the proposal on the appointment of Lu Wei as the deputy general manager of the company was deliberated and adopted at the meeting with 9 affirmative votes, 0 negative votes and 0 abstention votes;
5.5 the meeting deliberated and adopted the proposal on the appointment of Wang Zhihua, deputy general manager of Huawei, with 9 affirmative votes, 0 negative votes and 0 abstention votes;
5.6 the proposal on the appointment of Yu Yafeng as the deputy general manager of the company was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention at the meeting;
5.7 the proposal on the appointment of Shen Yitao as the deputy general manager of the company was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention at the meeting;
The resumes of the above personnel are detailed in the annex.
The independent directors of the company expressed their independent opinions on the proposal. For details, see the relevant announcement disclosed on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention
6. Deliberated and passed the proposal on the appointment of the company’s chief financial officer;
Upon the nomination of the general manager of the company, the board of directors agreed to appoint song Zhaoqing as the chief financial officer of the company for a term of three years from the date of deliberation and approval of the current board of directors to the date of expiration of the Fifth Board of directors. See the attachment for the resume of song Zhaoqing. The independent directors of the company expressed their independent opinions on the proposal. For details, see the relevant announcement disclosed on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention
7. Deliberated and passed the proposal on appointing the Secretary of the board of directors of the company;
Upon the nomination of the chairman of the company, the board of directors agreed to appoint Shen Yitao as the Secretary of the board of directors of the company, with a term of office of three years from the date of deliberation and approval of the current board of directors to the date of expiration of the Fifth Board of directors. See the attachment for Shen Yitao’s resume. Shen Tao was not qualified to serve as the Secretary of the board of directors of Shenzhen Stock Exchange before the first meeting of the board of directors was held.
The independent directors of the company expressed their independent opinions on the proposal.
For details, please refer to the announcement on the appointment of the Secretary of the board of directors of the securities times and the notice on securities affairs of Shanghai Securities Times (the same as the notice on Securities Times: 2022-012).
Voting results: 9 in favor, 0 against and 0 abstention
8. Deliberated and passed the proposal on appointing the person in charge of the internal audit department of the company;
Nominated by the audit committee of the board of directors and reviewed by the nomination committee of the board of directors, the board of directors agreed to appoint Meng Xianrong as the person in charge of the internal audit of the company, who is fully responsible for the internal audit of the company. The term of office is three years from the date of deliberation and approval of the board of directors to the date of expiration of the Fifth Board of directors. Meng Xianrong’s resume is detailed in the annex.
Voting results: 9 in favor, 0 against and 0 abstention
9. The proposal on the appointment of securities affairs representatives of the company was deliberated and adopted.
Nominated by the Secretary of the board of directors of the company, the board of directors agreed to appoint Gao Mengying as the representative of the company’s securities affairs for a term of three years from the date of deliberation and approval of the current board of directors to the date of expiration of the Fifth Board of directors. Before the meeting of the board of directors, Gao Mengying had obtained the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange. See the attachment for the resume of Gao Mengying.
For details, see the announcement on the appointment of the Secretary of the board of directors and securities affairs representative of the company (Announcement No.: 2022-019) published in the securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention
3、 Documents for future reference 1. Resolutions of the first meeting of the 5th board of directors of the company; 2. Independent opinions of independent directors on matters related to the first meeting of the Fifth Board of directors of the company. It is hereby announced.
Board of directors of Kangda New Materials( Group) Co.Ltd(002669) material (Group) Co., Ltd. February 14, 2002
Attachment: resume of relevant personnel
Resume of Wang Jianxiang
Wang Jianxiang, male, born in October 1969, Han nationality, Chinese nationality, member of the Communist Party of China, without permanent residency abroad, holds a master’s degree in international economy and trade from Nankai University, a master’s degree in Business Administration from Antai School of management of Shanghai Jiaotong University, a doctor of management from Hong Kong Polytechnic University, a senior accountant, and a standing member of the 14th Committee of Shaowu City, Fujian Province, CPPCC. He has successively served as the deputy director of the financial center of Tangshan Sanyou group, the deputy general manager and chief accountant of the subsidiary; Professor, Department of Finance and economics, Tangshan Vocational and technical college; Chief economist of Tangshan Caofeidian New Town Management Committee. He is currently the chairman of Tangshan Financial Holding Group Co., Ltd; Chairman of the 5th board of directors of the company.
Wang Jianxiang did not directly hold the company’s shares and indirectly held 340000 shares of the company through the company’s employee stock ownership plan. Wang Jianxiang is now a director and senior manager of Tangshan Financial Holding Group Co., Ltd., the parent company of Tangshan financial holding industry incubator Group Co., Ltd., the controlling shareholder of the company, and its subsidiaries. In addition, Wang Jianxiang has no relationship with other shareholders and actual controllers holding more than 5% of the company’s shares, nor with the current directors, supervisors and senior managers of the company. Wang Jianxiang has not been punished by the CSRC and other relevant departments or the stock exchange, nor is he a person subject to dishonesty, and meets the employment conditions stipulated in the company law and other relevant laws and regulations.
Resume of Lu Qiting
Lu Qiting, male, born in March 1940, Han nationality, Chinese nationality, member of the Communist Party of China, without permanent residence abroad. Lu Qiting graduated from the Department of chemistry of Peking University in 1963, majoring in organic chemistry, with a bachelor’s degree, a professor level senior engineer, an expert enjoying the special allowance of the State Council, a leader in science and technology entrepreneurship in Shanghai, a well-known scholar in China’s adhesive industry and a leader in China’s acrylate adhesive discipline. Lu Qiting has been engaged in adhesive development and research for more than 50 years, with solid theoretical literacy and rich practical experience. He has won one national invention award and two provincial and ministerial scientific and technological achievement awards. As the founder of the company, Lu Qiting has successively served as the director of the Research Office of Heilongjiang Petrochemical Research Institute, the chairman and general manager of the company.
Lu Qiting holds 4087716 shares of the company. Lu Qiting is the honorary chairman of the company and does not belong to the directors, supervisors and senior managers of the company.
Resume of Yao Qisheng
Yao Qisheng, male, born in June 1974, Han nationality, Chinese nationality, member of the Communist Party of China, without overseas permanent residency, graduated from Tongji University, majoring in fine chemical industry, Shanghai leading talent, senior engineer, member of the Sixth Committee of Shanghai Fengxian District of the Chinese people’s Political Consultative Conference. Since 1998, he has worked in Kangda New Materials( Group) Co.Ltd(002669) and successively served as deputy general manager of the company’s R & D department, head of the Research Institute, chairman and other positions. He is currently the director and general manager of the 5th board of directors of the company.
Yao Qisheng holds 909600 shares of the company and 250000 shares indirectly through the company’s employee stock ownership plan, with a total of 1159600 shares. Yao Qisheng has no relationship with the shareholders and actual controllers holding more than 5% of the company’s shares, nor with the current directors, supervisors and senior managers of the company. Yao Qisheng has not been punished by the CSRC and other relevant departments or the stock exchange, nor is he a dishonest person. He meets the employment conditions stipulated in the company law and other relevant laws and regulations.
Resume of song Zhaoqing
Song Zhaoqing, male, born in January 1970, Han nationality, Chinese nationality, without permanent residency abroad. Graduated from Shijiazhuang Railway College, majoring in economic management, senior accountant and certified public accountant. He has successively served as the Accounting Director, chief of the finance section, assistant to the finance minister, director of the audit department and director of the Finance Department of Tangshan Sanyou Group Co., Ltd; Financial manager of Tangshan Caofeidian eco city investment company; Tangshan Sunfar Silicon Industry Co.Ltd(603938) financial manager. He is currently a director of Tangshan Financial Holding Group Co., Ltd; Director, executive deputy general manager and chief financial officer of the 5th board of directors of the company.
Song Zhaoqing did not directly hold the company’s shares, but indirectly held 185000 shares through the company’s employee stock ownership plan. Song Zhaoqing is now a director and senior manager of Tangshan Financial Holding Group Co., Ltd., the parent company of Tangshan financial holding industry incubator Group Co., Ltd., the controlling shareholder of the company, and its subsidiaries. In addition, song Zhaoqing and other holding companies
