Securities code: 002593 securities abbreviation: Xiamen Sunrise Wheel Group Co.Ltd(002593) Announcement No.: 2022-015 Xiamen Sunrise Wheel Group Co.Ltd(002593)
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 Xiamen Sunrise Wheel Group Co.Ltd(002593) (hereinafter referred to as “the company”) was sent to all directors by e-mail on February 11, 2022. The meeting was held in conference room 3 of the company, No. 30, Xinglin Xingbei Road, Jimei District, Xiamen City on February 17, 2022 in the combination of on-site and communication. There are 7 directors who should attend the meeting and 7 actually attended. This meeting is presided over by Mr. Wu Ziwen, chairman of the board. Supervisors and senior managers of the company also attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law, the articles of association and other relevant provisions.
2、 Deliberations of the board meeting
The meeting deliberated and passed the following proposals one by one by raising hands or voting, and formed resolutions:
(I) the proposal on the election of the chairman of the 5th board of directors was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention
The directors of the company unanimously agreed to elect Mr. Wu Ziwen as the chairman of the Fifth Board of directors of the company for a term of three years from the date of deliberation and approval of the current board of directors to the expiration of the Fifth Board of directors.
Details are disclosed on cninfo.com.cn on February 18, 2022 Announcement on the completion of the general election of the board of directors and the board of supervisors and the appointment of senior managers
(II) the proposal on the election of members of the special committee of the 5th board of directors of the company was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention
According to the relevant provisions of the company law, the standards for the governance of listed companies, the articles of association, the working rules of the strategy committee, the working rules of the Remuneration Committee, the working rules of the nomination committee and the working rules of the audit committee, and in combination with the actual situation of the company, after making a reasonable analysis on the composition, qualification and nature of the work of each special committee, The board of directors elects the following directors as members of the special committees of the 5th board of directors of the company for a term of three years. From the date of deliberation and approval of the current board of directors to the expiration of the 5th board of directors, if any member no longer holds the post of director of the company, he will automatically lose his qualification as a member. The specific personnel composition is as follows:
1. Strategy Committee
The meeting elected Mr. Wu Ziwen, Mr. Huang Xuecheng and Mr. Wu Weiyuan as members of the strategy committee, of which Mr. Wu Ziwen, the director, served as the convener.
2. Nomination Committee
The meeting elected independent directors Mr. Liao Shanhai and Mr. Chen Shoude, and director Mr. Wu Ziwen as members of the nomination committee, of which independent director Mr. Liao Shanhai served as the convener.
3. Audit Committee
The meeting elected Ms. Huang Hui and Mr. Liao Shanhai as independent directors, Mr. Wu Zhiliang as members of the audit committee, and Ms. Huang Hui as the convener.
4. Remuneration and assessment committee
At the meeting, Mr. Chen Shoude and Ms. Huang Hui, independent directors, Mr. Wu Zhiliang, were elected as members of the remuneration and assessment committee, of which Mr. Chen Shoude, independent director, served as the convener.
Details are disclosed on cninfo.com.cn on February 18, 2022 Announcement on the completion of the general election of the board of directors and the board of supervisors and the appointment of senior managers
(III) the proposal on the appointment of senior managers of the company was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention
1. The board of directors of the company agrees to appoint Mr. Wu Ziwen as the general manager of the company according to the nomination of the chairman of the board of directors, with a term of office of three years from the date of deliberation and approval of the board of directors to the expiration of the Fifth Board of directors.
2. The board of directors of the company agrees to appoint Ms. Wu Xiaohong as the Secretary of the board of directors of the company according to the nomination of the chairman, with a term of office of three years. From the date of deliberation and approval of the board of directors to the expiration of the Fifth Board of directors, Ms. Wu Xiaohong holds the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange. Before the meeting of the board of directors, Ms. Wu Xiaohong’s qualification as secretary of the board of directors has been reviewed by Shenzhen stock exchange without objection.
3. The board of directors of the company agrees to appoint Mr. Wu Zhiliang, Mr. Huang Xuecheng, Mr. Tian Minjing, Mr. He Aiping and Ms. Wu Xiaohong as the deputy general manager of the company and any Mr. Aiping as the chief financial officer of the company according to the nomination of the general manager. The term of office of the above-mentioned senior managers is three years, from the date of deliberation and adoption at this meeting to the expiration of the Fifth Board of directors (the resume is attached).
Independent directors have expressed their independent opinions.
The total number of directors who concurrently serve as senior managers of the company in the board of directors does not exceed half of the total number of directors of the company. Details are disclosed on cninfo.com.cn on February 18, 2022 Announcement on the completion of the general election of the board of directors and the board of supervisors and the appointment of senior managers
(IV) the proposal on the appointment of the manager of the audit department was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention votes. With the approval of the board of directors, Mr. Wu Wen (attached with resume) was appointed as the manager of the Audit Department of the company to be 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 expiration of the Fifth Board of directors.
Details are disclosed on cninfo.com.cn on February 18, 2022 Announcement on the completion of the general election of the board of directors and the board of supervisors and the appointment of senior managers
(V) the proposal on the appointment of securities affairs representatives was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention
The board of directors of the company agreed to appoint Ms. Yang Meiling (attached with her resume) 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 expiration of the Fifth Board of directors. Ms. Yang Meiling has obtained the qualification certificate of secretary of the board of directors of Shenzhen Stock Exchange.
Details are disclosed on cninfo.com.cn on February 18, 2022 Announcement on the completion of the general election of the board of directors and the board of supervisors and the appointment of senior managers
3、 Documents for future reference
1. Resolution of the first meeting of the 5th board of directors of the company
2. Independent opinions of independent directors of the company on matters related to the first meeting of the Fifth Board of directors
Xiamen Sunrise Wheel Group Co.Ltd(002593) board of directors
February 18, 2022
