Securities code: 002593 securities abbreviation: Xiamen Sunrise Wheel Group Co.Ltd(002593) Announcement No.: 2022-017 Xiamen Sunrise Wheel Group Co.Ltd(002593)
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.
Xiamen Sunrise Wheel Group Co.Ltd(002593) (hereinafter referred to as “the company”) held the first extraordinary general meeting of shareholders in 2022 in the company’s conference room on February 17, 2022, deliberated and adopted the proposal on electing non independent directors of the Fifth Board of directors, the proposal on electing independent directors of the Fifth Board of directors and the proposal on electing shareholder representative supervisors of the Fifth Board of supervisors of the company, The first employee congress in 2022 was held on January 26, 2022, and the employee representative supervisors of the Fifth Board of supervisors were elected. The board of directors and board of supervisors of the company successfully completed the general election.
On February 17, 2022, the company held the first meeting of the Fifth Board of directors, deliberated and approved the election of chairman of the board of directors, members of various special committees of the board of directors and the appointment of general manager, deputy general manager, chief financial officer, Secretary of the board of directors, manager of audit department, securities affairs representative and other relevant proposals. The independent directors unanimously agreed on the appointment of senior managers. On the same day, the company held the first meeting of the Fifth Board of supervisors, deliberated and adopted the proposal to elect the chairman of the board of supervisors. The board of directors and the board of supervisors of the company have been changed. The relevant information is hereby announced as follows:
1、 Composition of the 5th board of directors of the company
(I) members of the board of directors
The 5th board of directors of the company consists of 7 directors, including 4 non independent directors and 3 independent directors. The members are as follows:
Non independent directors: Mr. Wu Ziwen, Mr. Wu Zhiliang, Mr. Wu Weiyuan and Mr. Huang Xuecheng
Independent directors: Ms. Huang Hui, Mr. Chen Shoude and Mr. Liao Shanhai
Among them, Mr. Wu Ziwen is the chairman of the 5th board of directors.
The term of office of the above directors is three years, from the date of deliberation and approval at the first extraordinary general meeting of shareholders in 2022 to the date of expiration of the term of office of the Fifth Board of directors.
The above members of the board of directors are qualified for the duties of the positions they are employed, and there is no situation in which they are prohibited from taking office as stipulated in the company law and the articles of association, and there is no situation in which they are determined by the CSRC to be prohibited from entering the market and have not been lifted. They are not dishonest Executees. 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. The proportion of independent directors meets the requirements of relevant laws and regulations, and all have the qualification of independent directors. Chen Shoude and Liao Shanhai have obtained the qualification certificate of independent directors. Ms. Huang Hui has made a written commitment to participate in the latest independent director training and obtain the qualification certificate of independent directors.
(II) members of special committees of the board of directors
1. Strategy Committee
Mr. Wu Ziwen, Mr. Huang Xuecheng and Mr. Wu Weiyuan are members of the strategy committee, of which Mr. Wu Ziwen is the director as the convener.
2. Nomination Committee
Independent directors Mr. Liao Shanhai and Mr. Chen Shoude, and director Mr. Wu Ziwen are members of the nomination committee, of which independent director Mr. Liao Shanhai is the convener.
3. Audit Committee
Ms. Huang Hui and Mr. Liao Shanhai, independent directors, and Mr. Wu Zhiliang, director, are members of the audit committee, of which Ms. Huang Hui, independent director, is the convener.
4. Remuneration and assessment committee
Mr. Chen Shoude and Ms. Huang Hui, the independent directors, and Mr. Wu Zhiliang, the director, are members of the remuneration and assessment committee, of which Mr. Chen Shoude, the independent director, is the convener.
2、 Composition of the 5th board of supervisors of the company
The 5th board of supervisors of the company consists of 3 supervisors, including 2 shareholder representative supervisors and 1 employee representative supervisor. The members are as follows:
1. Shareholder representative supervisors: Mr. Zhang Wenqing, Mr. LAN Rijin
2. Employee Representative Supervisor: Mr. Chen Mingli
Among them, Mr. Zhang Wenqing is the chairman of the 5th board of supervisors.
The above members of the board of supervisors are qualified for the duties of the positions they are employed, and there is no situation in which they are prohibited from taking office as stipulated in the company law and the articles of association, and there is no situation in which they are determined by the CSRC to be prohibited from entering the market and have not been lifted. They are not dishonest Executees. The term of office of the supervisor is three years, from the date of deliberation and approval at the first extraordinary general meeting of shareholders in 2022 to the date of expiration of the term of office of the Fifth Board of supervisors.
3、 Appointment of senior management, manager of audit department and securities affairs representative by the company
1. General manager: Mr. Wu Ziwen
2. Deputy general managers: Mr. Wu Zhiliang, Mr. Huang Xuecheng, Mr. He Aiping, Ms. Wu Xiaohong, Mr. Tian Minjing 3. Chief financial officer: Mr. He Aiping
4. Secretary of the board of directors: Ms. Wu Xiaohong
5. Manager of audit department: Mr. Wu Wen
6. Securities affairs representative: Ms. Yang Meiling
The term of office of the above senior managers, the manager of the audit department and the securities affairs representative shall begin from the date of deliberation and approval at the first meeting of the Fifth Board of directors to the date of expiration of the current board of directors.
Ms. Wu Xiaohong and Ms. Yang Meiling have obtained the qualification certificate of secretary of the board of directors recognized by Shenzhen Stock Exchange. Their positions comply with the company law of the people’s Republic of China and the stock listing rules of Shenzhen Stock Exchange. Relevant materials have been submitted to Shenzhen Stock Exchange and have no objection after examination.
The above-mentioned senior managers have the qualifications suitable for the exercise of their functions and powers, and are not prohibited from taking office in accordance with the company law and the articles of association, nor are they determined by the CSRC to be prohibited from entering the market and have not been lifted. They are not dishonest Executees. The qualifications and appointment procedures of the senior managers meet the requirements and provisions of relevant laws and regulations, normative documents and the articles of association. The independent directors expressed their agreed independent opinions on the appointment of senior managers and the Secretary of the board of directors.
The resumes of the above directors, supervisors, senior managers, heads of the audit department and securities affairs representatives are detailed in the annex to this announcement.
4、 Contact information of secretary of the board of directors and securities affairs representative
(I) contact information of Ms. Wu Xiaohong, Secretary of the board of directors
Address: No. 30, Xingbei Road, Jimei District, Xiamen
Tel: 0592-6666866
Fax: 0592-6666899
Email: stock@sunrise -ncc. com.
(II) contact information of securities affairs representative Ms. Yang Meiling
Address: No. 30, Xingbei Road, Jimei District, Xiamen
Tel: 0592-6666866
Fax: 0592-6666899
Email: stock@sunrise -ncc. com.
5、 Documents for future reference
1. Resolution of the first extraordinary general meeting of shareholders in 2022
3. Resolution of the first meeting of the 5th board of directors
3. Resolution of the first meeting of the 5th board of supervisors
Xiamen Sunrise Wheel Group Co.Ltd(002593) board of directors
February 18, 2022
enclosure:
Resume of relevant personnel
Mr. Wu Ziwen, born in 1965, Chinese nationality, without permanent residency abroad, with a college degree.
Since the establishment of the company in 1995, he has served as the legal representative. He is currently the chairman and general manager of the company, the director and general manager of nishang metal, the executive director of Sichuan nishang, the director of nishang Hong Kong, the chairman of Xiamen xinchangcheng, the supervisor of Duofu import and export, the executive director and manager of nishang express, the executive director and manager of nishang investment and the executive director and manager of nishang forging. As the controlling shareholder of the company, Mr. Wu Ziwen has directly held 287783400 shares of the company as of the date of this announcement, accounting for 35.61% of the total share capital of the company. He has a brotherly relationship with Mr. Wu Zhiliang, the director of the company, a father-child relationship with Mr. Wu Weiyuan, the director of the company, a husband and wife relationship with Ms. Wu Lizhu, the actual controller of the company, and no relationship with other directors, supervisors, senior managers, actual controllers and shareholders holding more than 5% of the shares of the company; Not punished by the CSRC and other relevant departments or the stock exchange; There is no case that 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, or there is no clear conclusion; There is no case of being a dishonest executee, which meets the employment conditions stipulated in the company law and other relevant laws and regulations.
Mr. Wu Zhiliang, born in 1973, Chinese nationality, without permanent residency abroad, with a bachelor’s degree. He joined the company in July 1996 and once served as the manager and deputy general manager of Xiamen xinchangcheng business department. At present, he is the director and deputy general manager of the company, general manager of Xiamen xinchangcheng, chairman of RISHANG metal, director of RISHANG steel ring, general manager of Vietnam xinchangcheng, supervisor of Sichuan RISHANG, executive director and manager of Duofu import and export, executive director and general manager of Zhangzhou heavy industry. As of the date of this announcement, Mr. Wu Zhiliang has directly held 21375000 shares of the company, accounting for 2.65% of the total share capital of the company. He has a brotherly relationship with Mr. Wu Ziwen, the actual controller and director of the company, and has no relationship with other directors, supervisors, senior managers, actual controllers and shareholders holding more than 5% of the company’s shares; Not punished by the CSRC and other relevant departments or the stock exchange; There is no case that 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, or there is no clear conclusion; There is no case of being a dishonest executee, which meets the employment conditions stipulated in the company law and other relevant laws and regulations.
Mr. Wu Weiyuan, born in 1987, Chinese nationality, without permanent residency abroad, has a master’s degree. He joined the company in June 2009 and successively served as the assistant to the general manager of the company and the manager of the overseas marketing department of the steel ring. He is now the director (Manager) of the international marketing department of Xiamen xinchangcheng Steel Structure Engineering Co., Ltd. Mr. Wu Weiyuan does not directly or indirectly hold the shares of the company. He is the second son of Wu Ziwen and Wu Lizhu, the shareholders and actual controllers who hold 5% or more of the shares of the company. Have not been punished by the CSRC and other relevant departments or the stock exchange, and have not been placed on file for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, or have not reached a clear conclusion; There is no case of being a dishonest executee, which meets the employment conditions stipulated in the company law and other relevant laws and regulations.
Mr. Huang Xuecheng, born in 1963, Chinese nationality, without permanent residency abroad, bachelor degree and senior engineer. Since 1998, he has enjoyed the special allowance of the State Council. He used to be the director of the industry development department of the Ministry of machinery industry and the vice president of Hefei forging machine tool factory. He joined the company as deputy general manager in July 2006. He is currently a director of the company, a director of RISHANG steel circle and a supervisor of Xiamen xinchangcheng. As of the date of this announcement, Mr. Huang Xuecheng has directly held 648500 shares of the company, accounting for 0.08% of the total share capital of the company. There is no affiliated relationship with the company’s directors, supervisors, senior managers, actual controllers and shareholders holding more than 5% of the company’s shares; Not punished by the CSRC and other relevant departments or the stock exchange; There is no case that 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, or there is no clear conclusion; There is no case of being a dishonest executee, which meets the employment conditions stipulated in the company law and other relevant laws and regulations.
Ms. Huang Hui, born in 1967, Chinese nationality, without permanent residency abroad, has a college degree. He obtained the qualification of certified tax agent in April 2000 and certified public accountant in July 2000. He once worked in the second team of the second Geological Exploration Bureau of the Ministry of metallurgy, Xiamen tape Co., Ltd. and Xiamen Branch of Fujian Mindu certified public accountants. He has joined Xiamen Xindi certified public accountants Co., Ltd. since July 2005 and now serves as the deputy chief tax agent. Ms. Huang Hui did not hold shares of the listed company as of the date of this announcement; There is no affiliated relationship with the company’s directors, supervisors, senior managers, actual controllers and shareholders holding more than 5% of the company’s shares; Not punished by the CSRC and other relevant departments or the stock exchange; There is no case that 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, or there is no clear conclusion; There is no case of being a dishonest executee, there is no case of not being a director of the company as stipulated in the company law and the articles of association, and Ms. Huang Hui has not obtained the qualification certificate of independent director recognized by the CSRC. Ms. Huang Hui promises to participate in the latest training of independent directors and obtain the qualification certificate of independent director.
Mr. Chen Shoude, born in 1976, Chinese nationality, without permanent residency abroad, has a doctoral degree and a doctor of management (Accounting). Participated in the training of independent directors in April 2011 and obtained the qualification certificate of independent directors. Since September 2003, he has been an associate professor in the Department of accounting, School of management, Xiamen University. Served as Joeone Co.Ltd(601566) independent director since May 2016; From January 2019 to now, he has served as Ruida Futures Co.Ltd(002961) independent director; Served as Xiamen Hexing Packaging Printing Co.Ltd(002228) independent director since February 2019; Served as an independent director of Xiamen C&D Inc(600153) since May 2019. Mr. Chen Shoude did not hold shares of the listed company as of the date of this announcement; There is no affiliated relationship with the company’s directors, supervisors, senior managers, actual controllers and shareholders holding more than 5% of the company’s shares; Not punished by the CSRC and other relevant departments or the stock exchange; There is no case that 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, or there is no clear conclusion; There is no case of being a dishonest executee, no case of not being a director of the company as stipulated in the company law and the articles of association, and has obtained the qualification certificate of independent director recognized by the CSRC.
Mr. Liao Shanhai, born in 1972, Chinese nationality, without permanent residency abroad, has a master’s degree. Obtained the qualification certificate of independent director in October 2016. He once worked in China north industry Xiamen company and Fujian Xiamen Yuanda alliance law firm. At present, he is the senior partner of Fujian United reliance law firm. At the same time, he also serves as a master’s Supervisor (Part-time) of the school of law of Xiamen University and a part-time supervisor of Xiamen labor dispute arbitration commission
