Stock abbreviation: Xinjiang International Industry Co.Ltd(000159) Stock Code: 000159 No.: 2022-25
Xinjiang International Industry Co.Ltd(000159)
Announcement of resolutions of the sixth interim meeting of the eighth board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Convening and attendance of the meeting
On February 21, 2022, Xinjiang International Industry Co.Ltd(000159) (hereinafter referred to as “the company”) held the sixth interim meeting of the eighth board of directors by means of on-site combined communication. Before the meeting, the company sent the meeting notice, proposal, voting form and resolution to 9 directors by fax or directly. By February 21, 2022, the company received 9 proposal voting forms, including Chairman Feng Jianfang, Vice chairmen Ding Zhiping, Tang Xiaolong, Jia Jicheng, Sun Li and Liu Yuting, and independent directors Liu Yu, Tang Xianguo and Xu Hui. The procedures and number of participants of the meeting shall comply with the provisions of the company law and the articles of association.
2、 Deliberation of proposals
(I) the proposal on changing the employment of some senior managers of the company was deliberated and adopted
Due to the change of the controlling shareholder and actual controller of the company, in order to improve the corporate governance structure, adapt to the change of management system and ensure the effective decision-making and stable development of the company, the board of directors plans to hire some senior executives of the company according to the company’s business planning and actual work needs.
It is proposed to employ Mr. Tang Xiaolong as the general manager of the company and the legal representative of the company (which will be officially implemented after the amendment of the articles of association).
According to the nomination of the general manager, it is proposed to appoint Mr. Zhou Kangkang as the deputy general manager of the company; Ms. Qiao Xinxia no longer serves as the executive deputy general manager and chief financial officer, and plans to hire Ms. Wang Lihua as the chief financial officer of the company; Mr. Wang Wei and Mr. Liang Yuelin no longer serve as the deputy general manager of the company (other positions in the company remain unchanged).
The term of office of the above-mentioned senior executives after re employment is three years, which is consistent with the term of office of the current board of directors. The salary standard of the above-mentioned senior executives will continue to be implemented according to the previous years.
The above-mentioned re employed personnel shall be scrupulous and diligent during their tenure in the company. The company and the board of directors express their heartfelt thanks for their contributions to the company during their tenure.
The proposal was voted with 9 votes in favor, 0 against and 0 abstention
(II) the proposal on Amending the articles of association was deliberated and adopted
In accordance with the latest provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the guidelines for the articles of association of listed companies (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board, and in combination with the actual situation of the company, The articles of association shall be revised accordingly, and the relevant provisions of its annexes rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors and rules of procedure of the board of directors shall be revised simultaneously. For details, see the announcement on Amending the articles of Association disclosed by the company on cninfo.com on February 22, 2022.
The proposal was voted with 9 votes in favor, 0 against and 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) the proposal on Amending the rules of procedure of the general meeting of shareholders was considered and adopted
In accordance with the provisions of the company law, the securities law, the guidelines for the articles of association of listed companies (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, Revise the rules of procedure of the general meeting of shareholders accordingly.
The proposal was voted with 9 votes in favor, 0 against and 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and adopted the proposal on Amending the rules of procedure of the board of directors
In accordance with the provisions of the company law, the securities law, the guidelines for the articles of association of listed companies (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, Revise the rules of procedure of the board of directors accordingly.
The proposal was voted with 9 votes in favor, 0 against and 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) the proposal on Amending the detailed rules for the implementation of the special committee of the board of directors was deliberated and adopted in accordance with the company law, the securities law, the guidelines for the articles of association of listed companies (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board and other relevant laws In accordance with the provisions of laws and regulations and normative documents, and in combination with the actual situation of the company, the implementation rules of the special committee of the board of directors shall be revised accordingly.
The proposal was voted with 9 votes in favor, 0 against and 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VI) the proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted. The company is scheduled to hold the second extraordinary general meeting of shareholders in 2022 on Wednesday, March 9, 2022, and the equity registration date is Thursday, March 3, 2022.
The proposal was voted with 9 votes in favor, 0 against and 0 abstention
The above 2-4 proposals will be submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation.
3、 Documents for future reference
Resolution of the 6th interim meeting of the 8th board of directors
It is hereby announced.
Xinjiang International Industry Co.Ltd(000159)
Board of directors
February 22, 2022
Attachment: resume of senior management
(1) Tang Xiaolong, male, born in November 1988, Han nationality, Chinese nationality, without permanent overseas residency. From 2011 to 2020, he served as the office director of Jiangsu Zhongneng Real Estate Group Co., Ltd., and from 2020 to now, he has served as the deputy general manager of Jiangsu Zhongda Tower Technology Development Co., Ltd., the supervisor of Jiangsu fangbao International Trade Co., Ltd., the supervisor of Jiangsu Zhongneng building materials Co., Ltd., and the director of the company since February 15, 2022.
Mr. Tang Xiaolong has no relationship with the controlling shareholder, actual controller, directors and supervisors except for his disclosed position; I and my relatives do not hold Xinjiang International Industry Co.Ltd(000159) shares; There are no circumstances specified in Article 146 of the company law and articles 3.2.2 and 3.2.3 of the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange, and have not been punished by the CSRC and other relevant departments and the stock exchange; According to the inquiry on the website of the Supreme People’s court “national court dishonest Executees list information publishing and inquiry platform”, he is not a dishonest executee and meets the requirements of the company law and other relevant laws, regulations and provisions.
(2) Zhou Kangkang, male, born in September 1986, Han nationality, Chinese nationality, college degree, once served as the manager of the financing department of Jiangsu Zhongneng Group Co., Ltd. and the general manager of Jiangsu elephant Feed Co., Ltd. now he is the legal representative and general manager of Jiangsu Zhongda pole and Tower Technology Development Co., Ltd. and the director of Jiangsu Hercules pipe pile Co., Ltd.
In addition to the above disclosed circumstances, I have no other related relationship with the controlling shareholder and the actual controller; It has no relationship with other directors, supervisors and senior managers of the company; I do not hold Xinjiang International Industry Co.Ltd(000159) shares. I am not under the circumstances specified in Article 146 of the company law and articles 3.2.2 and 3.2.3 of the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange, and have not been punished by the CSRC and other relevant departments or the stock exchange; According to the query on the website of the Supreme People’s court “national court dishonest Executees list information publishing and query platform”, the above candidates are not dishonest Executees, and the above candidates meet the requirements of the company law and other relevant laws, regulations and regulations.
(3) Wang Lihua, female, born in September 1980, Han nationality, Chinese nationality, bachelor degree. He used to be the head of finance department and senior manager of comprehensive management of Pizhou zhongran City Gas Development Co., Ltd; He used to be the financial manager of Jiangsu ranming Natural Gas Co., Ltd. and is now the financial director of Jiangsu Zhongda Tower Technology Development Co., Ltd.
I have no other relationship with the controlling shareholder or actual controller; It has no relationship with other directors, supervisors and senior managers of the company; I do not hold Xinjiang International Industry Co.Ltd(000159) shares.
I am not under the circumstances specified in Article 146 of the company law and articles 3.2.2 and 3.2.3 of the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange, and have not been punished by the CSRC and other relevant departments or the stock exchange; According to the query on the website of the Supreme People’s court “national court dishonest Executees list information publishing and query platform”, the above candidates are not dishonest Executees, and the above candidates meet the requirements of the company law and other relevant laws, regulations and regulations.
