Securities code: 002272 securities abbreviation: Sichuan Crun Co.Ltd(002272) Announcement No.: 2022-007 Sichuan Crun Co.Ltd(002272)
Announcement of resolutions of the 30th 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 30th meeting of the 5th board of directors of Sichuan Crun Co.Ltd(002272) (hereinafter referred to as “the company”) was held in Chengdu on February 23, 2022 by means of on-site communication. The office of the board of directors of the company sent the meeting notice to all directors by telephone and email on February 17, 2022. There are 9 directors who should attend the meeting and 9 directors who actually attend the meeting. The convening and convening of the meeting shall comply with the company law of the people’s Republic of China and other laws, administrative regulations, normative documents and the relevant provisions of the articles of association. The meeting was presided over by Mr. Luo Yongzhong and voted by voting.
2、 Deliberations of the board meeting
After deliberation, the following resolution is reached:
1. The proposal on the general election of non independent directors of the board of directors of the company was deliberated and adopted one by one.
The term of office of the Fifth Board of directors of the company is about to expire. According to the company law, the articles of association and other relevant provisions, the board of directors agreed to nominate Mr. Luo Yongzhong, Ms. Luo Lihua, Mr. Zhong Ligang, Mr. Zhong Haihui, Mr. an Gaocheng and Mr. Li Hui as candidates for non independent directors of the sixth board of directors of the company, The resumes of the above candidates are attached.
The cumulative voting system is adopted for the election of non independent directors by the company. The term of office of the sixth board of directors is three years, which will take effect from the date of adoption of the first extraordinary general meeting of shareholders in 2022.
The voting was as follows:
1.01 elect Mr. Luo Yongzhong as a non independent director of the sixth board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
1.02 elect Ms. Luo Lihua as a non independent director of the sixth board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
1.03 elect Mr. Zhong Ligang as a non independent director of the sixth board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
1.04 elect Mr. Zhong Haihui as a non independent director of the sixth board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
1.05 elect Mr. an Gaocheng as a non independent director of the sixth board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
1.06 elect Mr. Li Hui as a non independent director of the sixth board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed unanimous independent opinions.
This proposal shall be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
2. The proposal on the general election of independent directors by the board of directors of the company was deliberated and adopted one by one
The term of office of the Fifth Board of directors of the company is about to expire. According to the company law, the articles of association and other relevant provisions, the board of directors agreed to nominate Mr. Li Guangjin, Mr. Rao Jie and Mr. Zhong Sheng as candidates for independent directors of the sixth board of directors of the company after being reviewed and approved by the nomination committee of the board of directors. The resumes of the above candidates are attached.
Mr. Li Guangjin and Mr. Rao Jie have obtained the qualification certificate of independent directors in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange. Mr. Zhong Sheng has made a written commitment to participate in the latest independent director training and obtain the qualification certificate of independent directors. The proposal for the election of independent directors of Shenzhen stock exchange can be submitted to the general meeting of independent directors without objection. The company adopts the cumulative voting system for the election of independent directors. The term of office of the sixth board of directors is three years, which will take effect from the date of adoption of the first extraordinary general meeting of shareholders in 2022.
The voting was as follows:
2.01 elect Mr. Li Guangjin as an independent director of the sixth board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
2.02 elect Mr. Rao Jie as an independent director of the sixth board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
2.03 elect Mr. Zhong Sheng as an independent director of the sixth board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
The resumes of independent director candidates will be posted on the website of Shenzhen Stock Exchange (www.szse. CN.) Publicity, independent directors have expressed independent opinions unanimously agreed.
This proposal shall be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
3. The allowance scheme for non independent directors of the 6th board of directors was deliberated and adopted with 3 affirmative votes, 6 avoidance votes, 0 negative votes and 0 abstention votes
In accordance with the relevant provisions of the standards for the governance of listed companies and the articles of association, it is agreed to formulate the allowance standard for directors (excluding independent directors) of the sixth board of directors as follows:
Job allowance (yuan / year) remarks
Chairman 18000, including tax, paid monthly.
Vice chairman and director 12000
Associate directors Luo Yongzhong, Luo Lihua, Zhong Ligang, Zhong Haihui, an Gaocheng and Li Hui avoided voting.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4. The allowance scheme for independent directors of the 6th board of directors was deliberated and adopted with 6 affirmative votes, 3 avoidance votes, 0 negative votes and 0 abstention votes
In accordance with the relevant provisions of the standards for the governance of listed companies and the articles of association, it is agreed to formulate the allowance standard for independent directors of the sixth board of directors of the company: 80000 yuan / year (including tax).
Yin Zhanwu, Wang Yunchen and Li Guangjin, the related independent directors, avoided voting.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5. The proposal on developing bill pool business was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes
The specific contents of this proposal are detailed in the company’s designated information disclosure media securities times, Shanghai Securities News, China Securities News and cninfo（ http://www.cn.info.com.cn. ）Relevant contents published.
6. With 9 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on applying for bank comprehensive credit line and authorizing the chairman of the company to sign relevant loan and guarantee agreements was deliberated and adopted
The specific contents of this proposal are detailed in the company’s designated information disclosure media securities times, Shanghai Securities News, China Securities News and cninfo（ http://www.cn.info.com.cn. ）Relevant contents published.
7. The proposal on providing guarantee for subsidiaries to apply for comprehensive credit from banks was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes
The specific contents of this proposal are detailed in the company’s designated information disclosure media securities times, Shanghai Securities News, China Securities News and cninfo（ http://www.cn.info.com.cn. ）Relevant contents published.
8. The meeting deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022 with 9 affirmative votes, 0 negative votes and 0 abstention votes
The board of directors decided to hold the first extraordinary general meeting of shareholders in 2022 at 2:30 p.m. on March 14, 2022.
The specific contents of this proposal are detailed in the company’s designated information disclosure media securities times, Shanghai Securities News, China Securities News and cninfo（ http://www.cn.info.com.cn. ）Relevant contents published. 3、 Documents for future reference
1. Resolutions of the 30th meeting of the 5th board of directors;
2. Independent opinions of independent directors on matters related to the 30th meeting of the Fifth Board of directors.
It is hereby announced.
Sichuan Crun Co.Ltd(002272) board of directors
February 24, 2022
1. Luo Yongzhong, male, Chinese nationality, born in 1969, is an engineer and senior economist in China Europe EMBA. He graduated from Sichuan Administration, finance and Trade Management Cadre College in 1997, majored in industrial enterprise management, participated in the professional manager training course of Tsinghua University from 2003 to 2004, studied for the EMBA of China Europe Business School from 2011 to 2013, and has been studying for the post EMBA of China Europe Business School since 2014. Since July 1992, he has successively served as the technical director of Zigong Chuanda machinery factory, vice chairman and general manager of chuanrun group, Sichuan Crun Co.Ltd(002272) director and general manager of the first board of directors, director and general manager of the second board of directors, vice chairman of the second board of directors, chairman and director of the third board of directors, chairman and general manager of the Fourth Board of directors, He is currently the chairman and general manager of the 5th board of directors.
Mr. Luo Yongzhong holds 26155000 shares of the company, has a related relationship with the controlling shareholder and actual controller of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange.
2. Luo Lihua, female, Chinese nationality, born in 1965, master of business administration, senior economist. He studied in Sichuan administrative finance and Trade Management Cadre College in March 1997, studied in “China CEO (president) innovation advanced seminar” in the school of management of Shanghai Jiaotong University from September 2001 to October 2002, and obtained an MBA from the University of Wisconsin in November 2002, From 2005 to 2007, he participated in the “training program for new Chinese leaders” jointly organized by the development center of the State Council and Stanford University. From January 1992 to now, he has successively served as the director of Zigong Chuanda machinery factory, the chairman of chuanrun group, the chairman of the first board of directors, the chairman of the second board of directors, the chairman of the third board of directors and the director of the Fourth Board of directors of Sichuan Crun Co.Ltd(002272) , the director of the Fifth Board of directors of Sichuan Crun Co.Ltd(002272) , the director of Zigong chengwai affiliated primary kindergarten Co., Ltd., the director of Zigong chengwai senior middle school Co., Ltd Executive director and general manager of Sichuan Runshi Investment Management Co., Ltd. and executive director and general manager of Chengdu Tianfu Zhichun culture and Art Co., Ltd.
Ms. Luo Lihua holds 77399150 shares of the company. She is the controlling shareholder and actual controller of the company and has not been punished by the CSRC and other relevant departments or the stock exchange.
3. Zhong Ligang, male, Chinese nationality, born in 1965, graduated from technical secondary school. He graduated from Sichuan township enterprise correspondence school in 1989 and majored in economic management. From 2001 to 2002, he participated in the China Senior Sales Engineer (CME) seminar at Antai School of management, Shanghai Jiaotong University. From January 1992 to now, he has successively served as the legal representative of Zigong Fenghuang metal processing plant, the manager of Zigong Chuanda machinery plant, the deputy general manager of chuanrun group, Sichuan Crun Co.Ltd(002272) the director and deputy general manager of the first board of directors, the vice chairman of the second board of directors, the director and deputy general manager of the second and third board of directors, and the vice chairman and director of the third board of directors, He is a director of the Fourth Board of directors and currently Sichuan Crun Co.Ltd(002272) a director of the Fifth Board of directors.
Mr. Zhong Ligang holds 28520000 shares of the company and is the actual controller of the company. He has an associated relationship with the controlling shareholder of the company and has not been punished by the CSRC and other relevant departments or the stock exchange. 4. Zhong Haihui, male, Chinese nationality, born in 1988, with a bachelor’s degree. Since December 2013, he has successively served as the executive director and general manager of Sichuan Runshi Investment Management Co., Ltd., Sichuan Crun Co.Ltd(002272) the director and deputy general manager of the Fourth Board of directors, and now serves as the director and deputy general manager of the Fifth Board of directors of Sichuan Crun Co.Ltd(002272) and the executive director and general manager of Sichuan chuanrun Hydraulic Lubrication Equipment Co., Ltd.
Mr. Zhong Haihui does not hold the company’s shares, has a related relationship with the controlling shareholder and actual controller of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange.
5. An Gaocheng, male, Chinese nationality, born in 1975, has a doctor’s degree in mechanical and electronic engineering. Since 1996, he has successively served as a teacher and associate professor of Taiyuan University of science and technology. He has been engaged in teaching and scientific research of hydraulic transmission and control for 23 years, won one first prize of scientific and technological progress in Shanxi Province, participated in the preparation of a monograph, won the honorary titles of excellent head teacher in Shanxi Province, top ten young teachers of Taiyuan University of science and technology, advanced individual in three education, won 3 national invention patents and is applying for 5 invention patents; He is now an associate professor of Mechanical Engineering College of Taiyuan University of science and technology.
Mr. an Gaocheng does not hold shares of the company, has no relationship with the controlling shareholder, actual controller and other directors, supervisors and senior managers of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange.
6. Li Hui, male, Chinese nationality, CPC member, born in 1983, with a master’s degree. From April 2008 to April 2009, he served as an assistant researcher in the R & D Institute of Pushi group. From May 2009 to now, he has successively served as a technician, design engineer, design director, general manager and chief engineer of the hydraulic lubrication division of Sichuan chuanrun Hydraulic Lubrication Equipment Co., Ltd; Now he is the deputy general manager of Sichuan chuanrun Hydraulic Lubrication Equipment Co., Ltd.
Mr. Li Hui holds 361325 restricted shares of the company (the restriction on sale has not been lifted) and 53775 circulating shares. He has no relationship with the controlling shareholder, actual controller and other directors, supervisors and senior managers of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange.
Resume of independent director candidates:
1. Li Guangjin, male, Chinese nationality, born in 1965, holds a doctorate in automatic chemistry from South China University of technology. Former lecturer and deputy director of teaching and Research Department of Sichuan Institute of technology; Working in the school of economics and management of Southwest Jiaotong University, scientific research secretary, associate professor and deputy director of the Department of management engineering of Sichuan Union University; From August 2001 to October 2010, he served as the school of Business Administration of Sichuan University
