Zhengzhou Sino-Crystal Diamond Co.Ltd(300064)
Securities code: 300064 securities abbreviation: * ST King Kong Announcement No.: 2022-013 Zhengzhou Sino-Crystal Diamond Co.Ltd(300064)
Announcement on the resolution of the 27th meeting of the 4th board of directors
The company and all members of the board of directors (except director Guo Liuxi) 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
On February 18, 2022, upon the proposal of more than one third of the directors of Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) (hereinafter referred to as "the company"), the 27th meeting of the Fourth Board of directors of the company was held in Conference Room 203, floor 2, management committee building, Xingyang industrial agglomeration area at 21:30 on February 18, 2021 in the form of on-site combined with communication voting. The meeting was notified to all directors by telephone and face-to-face oral means on February 18, 2022. Among the original 9 directors of the company, Mr. Liu Yongqi submitted the resignation report of the director and the general manager on July 6, 2020. According to Article 100 of the articles of association, the resignation of the director shall take effect when the resignation report is delivered to the board of directors, and the number of members of the board of directors of the company shall be 8 from July 6, 2020. Mr. Guo Liuxi was taken compulsory measures by the public security organ according to law and could not be notified because he was suspected of the crime of not disclosing important information in violation of regulations. 8 directors should attend the meeting, 7 actually attended the meeting, and some supervisors of the company attended the meeting as nonvoting delegates. Elected by more than half of the directors of the company, the meeting was presided over by director Liu Miao. The convening and holding of this meeting comply with the company law, Shenzhen Stock Exchange GEM Listing Rules and other laws, administrative regulations, departmental rules, normative documents and the articles of association, and are legal and effective.
2、 Deliberations of the board meeting
The 27th meeting of the 4th board of directors of the company deliberated and adopted the following proposals:
1. The proposal on the removal of chairman Guo Liuxi Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) of the company was deliberated and adopted
Mr. Guo Liuxi failed to fulfill his duties and obligations of diligence, failed to ensure the independent operation of the company, abused his control over the company, embezzled the company's funds and assets by illegally occupying funds and accepting guarantees, seriously damaged the legitimate rights and interests of the company and other shareholders, and seriously violated relevant laws and regulations, 2021
On November 12, 2006, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) , he was given disciplinary punishment by Shenzhen stock exchange that he was "not suitable to serve as a director, supervisor and senior manager of a listed company within ten years", and now he is suspected of the crime of non disclosure of important information in violation of regulations. The public security organ has taken compulsory measures according to law and has been unable to perform his duties normally. The board of directors approved the removal of Mr. Guo Liuxi, chairman of the Fourth Board of directors of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
2. The proposal on electing Liu Miao as Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) chairman of the board of directors of the company was reviewed and approved
The board of directors deliberated and elected Ms. Liu Miao as the chairman of the Fourth Board of directors of the company. The term of office starts from the date of deliberation and approval of the board of directors to the date of completion of the general election of the board of directors.
Ms. Liu Miao, born in 1970, has a bachelor's degree and is a certified public accountant. He has successively served as general manager of Henan Landscape Engineering Cost Consulting Co., Ltd., chairman and general manager of Zhengzhou Lianchuang Rongjiu microfinance Co., Ltd. He is currently the deputy general manager and Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) director of Henan Agricultural Investment Financial Holding Co., Ltd.
Voting results: 7 in favor, 0 against and 0 abstention.
3. The proposal on Guo Liuxi no longer acting as Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) Secretary of the board of directors was reviewed and approved
Mr. Guo Liuxi failed to fulfill his duties and obligations of diligence, failed to ensure the independent operation of the company, abused his control over the company, embezzled the company's funds and assets by illegally occupying funds and accepting guarantees, seriously damaged the legitimate rights and interests of the company and other shareholders, and seriously violated relevant laws and regulations, On November 12, 2021, he was given disciplinary punishment by Shenzhen stock exchange that he was "unfit to serve as a director, supervisor and senior manager of a listed company within ten years", and now he is suspected of the crime of not disclosing important information in violation of regulations, and the public security organ has taken compulsory measures according to law, which has been unable to perform his duties normally. After deliberation and approval by the board of directors, Mr. Guo Liuxi will no longer act as the Secretary of the board of directors of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
4. The proposal on Liu Miao acting as the Secretary of Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) board of directors was deliberated and adopted
Zhengzhou Sino-Crystal Diamond Co.Ltd(300064)
The board of directors deliberated and approved that Ms. Liu Miao should act as the Secretary of the board of directors of the company.
Ms. Liu Miao, born in 1970, has a bachelor's degree and is a certified public accountant. He has successively served as general manager of Henan Landscape Engineering Cost Consulting Co., Ltd., chairman and general manager of Zhengzhou Lianchuang Rongjiu microfinance Co., Ltd. He is currently the deputy general manager and Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) director of Henan Agricultural Investment Financial Holding Co., Ltd.
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 27th meeting of the Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) Fourth Board of directors; 2. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) board of directors
February 20, 2022
