Securities code: 000534 securities abbreviation: Wedge Industrial Co.Ltd(000534) Announcement No.: 2022-014 Wedge Industrial Co.Ltd(000534)
Announcement of resolutions of the 43rd meeting of the 10th 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 material omissions.
The 43rd meeting of the 10th board of directors of Wedge Industrial Co.Ltd(000534) (hereinafter referred to as “the company”) was held by means of communication on February 14, 2022. The notice of the meeting was sent to all directors by e-mail on February 11, 2022. There are 8 directors of the company and 8 actually attending directors. The meeting was held in accordance with the relevant provisions of the company law and the articles of association. The resolutions of the meeting are as follows:
1、 The proposal on the nomination of candidates for directors of the 11th board of directors was deliberated and adopted. The 10th board of directors of the company is about to expire. According to the provisions of the articles of association, the current board of directors will nominate and recommend seven candidates for directors to the 11th board of directors, namely Huang Zhenguang, Bi Tianxiao, Chen Lan, Xiao Lei, Yu Xichun, Li Qiulin and Ren Guangming, including Yu Xichun Li Qiulin and Ren Guangming are candidates for independent directors. The resumes of the seven candidates for directors are attached.
Voting result: Yes: 7 votes; Against: 1 vote; Abstention: 0 votes.
Xiong Aihua, the director, voted against the proposal on the grounds that during his tenure at the 10th board of directors of the company, he was diligent and conscientious and actively safeguarded the rights and interests of minority shareholders; Since the board of directors did not consider me as a candidate for the 11th board of directors of the company, I voted against it.
2、 The proposal on the qualification of candidates for directors of the 11th board of directors was deliberated and adopted. The current board of directors will nominate and recommend seven candidates for directors to the 11th board of directors, namely Huang Zhenguang, Bi Tianxiao, Chen Lan, Xiao Lei, Yu Xichun, Li Qiulin and Ren Guangming, of which Yu Xichun, Li Qiulin and Ren Guangming are independent director candidates. Among them, Ren Guangming has not yet obtained the qualification certificate of independent director. He has promised in writing that he will participate in the latest independent director training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange.
After examination, the above candidates for directors meet the qualifications of directors in accordance with the company law and the articles of association, and agree to submit them to the company’s extraordinary general meeting for election. The term of office is three years from the date of deliberation and adoption of the announcement by the extraordinary general meeting.
According to the relevant regulations of Shenzhen Stock Exchange, the qualifications and independence of the above independent director candidates Yu Xichun, Li Qiulin and Ren Guangming need to be filed and reviewed by Shenzhen Stock Exchange, and the general meeting of shareholders can vote only after there is no objection.
The independent directors of the company unanimously agree that the relevant nomination and voting procedures of the above seven directors’ candidates comply with the provisions of the articles of association and relevant laws and regulations; It is agreed that the above seven candidates for directors will take office after being submitted to the second extraordinary general meeting of shareholders of the company in 2022.
According to relevant regulations, in order to ensure the normal operation of the board of directors, the existing directors of the 10th board of directors will continue to perform their duties before the 11th board of directors, and will not automatically resign until the date of the 11th board of directors.
Voting result: Yes: 7 votes; Against: 1 vote; Abstention: 0 votes.
Xiong Aihua, the director, voted against the motion because he voted against the first motion.
3、 The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
See the notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-022) for details.
Voting result: Yes: 7 votes; Against: 1 vote; Abstention: 0 votes.
Xiong Aihua, the director, voted against the motion because he voted against the first motion.
It is hereby announced.
Wedge Industrial Co.Ltd(000534) board of directors
On February 14, 2022, the resume of director candidates is attached:
1. Huang Zhenguang, male, born in October 1966, is a master and senior engineer; He has worked in the company in the last five years and is currently the chairman of the company.
Mr. Huang Zhenguang holds 175000 shares of the company; There is no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company; There are no circumstances in which the company law, the Listing Rules of Shenzhen Stock Exchange and the articles of association stipulate that they are not allowed to serve as directors of the company; There is no case of being punished by the CSRC and other relevant departments or the stock exchange; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; The qualification meets the relevant laws and regulations, Shenzhen Stock Exchange and the articles of association.
2. Bi Tianxiao, male, born in December 1964, bachelor degree; He has worked in the company in the last five years and is now the director and general manager of the company.
Mr. Bi Tianxiao holds 395000 shares of the company; There is no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company; There are no circumstances in which the company law, the Listing Rules of Shenzhen Stock Exchange and the articles of association stipulate that they are not allowed to serve as directors of the company; There is no case of being punished by the CSRC and other relevant departments or the stock exchange; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; The qualification meets the relevant laws and regulations, Shenzhen Stock Exchange and the articles of association.
3. Chen Lan, female, born in February 1968, MBA and MBA from the University of Wales / Renmin University of China. Former executive deputy general manager of Wanze Group Co., Ltd; He is currently the director and deputy general manager of the company, concurrently the director and party secretary of Wanze Group Co., Ltd. and the general manager of Inner Mongolia Shuangqi Pharmaceutical Co., Ltd.
Ms. Chen Lan holds 500000 shares of the company; Except as a director of Wanze Group Co., Ltd., the controlling shareholder of the company, there is no relationship with shareholders holding more than 5% shares, actual controllers, other directors, supervisors and senior managers of the company; There are no circumstances in which the company law, the Listing Rules of Shenzhen Stock Exchange and the articles of association stipulate that they are not allowed to serve as directors of the company; There is no case of being punished by the CSRC and other relevant departments or the stock exchange; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; The qualification meets the relevant laws and regulations, Shenzhen Stock Exchange and the articles of association.
4. Xiao Lei, male, born in October 1986, doctor of chemical process machinery and deputy senior engineer. Now he is the deputy director and quality director of the laboratory of Shenzhen Wanze Central South Research Institute Co., Ltd.
Mr. Xiao Lei holds 236000 shares of the company; There is no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company; There are no circumstances in which the company law, the Listing Rules of Shenzhen Stock Exchange and the articles of association stipulate that they are not allowed to serve as directors of the company; There is no case of being punished by the CSRC and other relevant departments or the stock exchange; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; The qualification meets the relevant laws and regulations, Shenzhen Stock Exchange and the articles of association.
5. Yu Xichun, male, born in July 1962, college degree, Chinese certified public accountant and Chinese certified tax agent. Worked in Shenzhen Dahua certified public accountants, Shenzhen Yongming certified public accountants, Shenzhen Youxin certified public accountants and Shenzhen Zhengda Huaming certified public accountants; Since December 2011, he has been a partner and director of Shenzhen Yida certified public accountants Co., Ltd., and now he is also a national high-tech enterprise evaluation expert of Shenzhen Science and Information Technology Commission, a director of Shenzhen Certified Public Accountants Association, a member of the supervision committee of Shenzhen Certified Public Accountants Association, a director of Shenzhen Glory Medical Co.Ltd(002551) Co., Ltd. (002551) and an independent director of Shenzhen Deren Electronic Co.Ltd(002055) (002055).
Mr. Yu Xichun does not hold shares of the company; There is no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company; There are no circumstances in which the company law, the Listing Rules of Shenzhen Stock Exchange and the articles of association stipulate that they are not allowed to serve as directors of the company; There is no case of being punished by the CSRC and other relevant departments or the stock exchange; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; The qualification meets the relevant laws and regulations, Shenzhen Stock Exchange and the articles of association.
6. Li Qiulin, male, born in July 1974, has a doctoral degree. He has successively served as lecturer, associate professor and doctoral director of Shenzhen Graduate School of Tsinghua University, and is now a professor and doctoral director of Shenzhen International Graduate School of Tsinghua University.
Mr. Li Qiulin does not hold shares of the company; There is no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company; There are no circumstances in which the company law, the Listing Rules of Shenzhen Stock Exchange and the articles of association stipulate that they are not allowed to serve as directors of the company; There is no case of being punished by the CSRC and other relevant departments or the stock exchange; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; The qualification meets the relevant laws and regulations, Shenzhen Stock Exchange and the articles of association.
7. Ren Guangming, male, born in December 1964, holds a doctor’s degree in Aeroengine engineering from Beijing University of Aeronautics and Astronautics. He once served as an associate professor of the first Aviation College of the air force and a senior engineer of the air force equipment research institute, and was selected into the first batch of high-level talents of the air force; He is currently the research professor and master supervisor of the Department of mechanics and aviation Changzheng Engineering Co.Ltd(603698) of South University of science and technology, and the executive director of the Institute of advanced technology of South University of science and technology.
Mr. Ren Guangming 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; There are no circumstances in which the company law, the Listing Rules of Shenzhen Stock Exchange and the articles of association stipulate that they are not allowed to serve as directors of the company; There is no case of being punished by the CSRC and other relevant departments or disciplined by the stock exchange; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; The qualification meets the relevant laws and regulations, Shenzhen Stock Exchange and the articles of association.
