Securities code: 000728 securities abbreviation: Guoyuan Securities Company Limited(000728) Announcement No.: 2022-007 Guoyuan Securities Company Limited(000728)
Announcement on the resolutions of the 19th meeting of the ninth 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
Guoyuan Securities Company Limited(000728) (hereinafter referred to as “the company” or “the company”) the notice of the 19th meeting of the ninth board of directors was sent by e-mail on February 21, 2022. The meeting was held in Hefei on February 24, 2022 in the form of on-site combined with video conference. 13 directors should attend the meeting and 13 directors actually attended, including Ms. Zuo Jiang, Mr. Song Huai Mr. Xu Zhihan and Mr. Lu Wei attended the meeting by video. The board of directors was presided over by Mr. Yu Shixin, chairman of the board of directors, and the supervisors and some senior executives of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
The meeting considered and adopted the following resolutions by open ballot:
(I) deliberated and passed the proposal on appointing the president of the company.
In accordance with the company law, the articles of association and other provisions, it is agreed to appoint Mr. Shen Hefu as the president of the company. The term of office will take effect from the resolution of the board of directors to the expiration of the ninth board of directors.
Voting results: 13 in favor, 0 against and 0 abstention. The proposal was considered and adopted.
The independent directors of the company expressed their independent opinions.
(II) deliberated and passed the proposal on the election of non independent directors of the company.
In accordance with the company law, the articles of association and other provisions, it is agreed to nominate Mr. Shen Hefu as a candidate for non independent director of the ninth board of directors of the company, and the term of office is from the date of deliberation and approval of the general meeting of shareholders to the date of expiration of the ninth board of directors.
Voting results: 13 in favor, 0 against and 0 abstention. The proposal was considered and adopted.
The independent directors of the company expressed their independent opinions.
This proposal still needs to be submitted to the latest general meeting of shareholders of the company for deliberation. After the deliberation and approval of the general meeting of shareholders, the total number of directors who concurrently serve as senior managers of the company and staff representatives in the board of directors shall not exceed half of the total number of directors of the company.
(III) deliberated and adopted the proposal on the election of members of the strategy and Sustainable Development Committee of the board of directors of the company. In accordance with the provisions of the company law, the articles of association and the working rules of the Committee of the strategy and Sustainable Development Committee of the board of directors, it is agreed to elect Mr. Lu Wei as a member of the strategy and Sustainable Development Committee of the board of directors, and the term of office will take effect from the resolution of the board of directors to the expiration of the ninth board of directors.
Voting results: 13 in favor, 0 against and 0 abstention. The proposal was considered and adopted. (IV) deliberated and passed the proposal on the election of members of the risk management committee of the board of directors of the company.
In accordance with the provisions of the company law, the articles of association and the working rules of the risk management committee of the board of directors, it is agreed to elect Ms. Shao Dehui as a member of the risk management committee of the board of directors, with a term of office from the effective date of the resolution of the board of directors to the expiration date of the ninth board of directors.
Voting results: 13 in favor, 0 against and 0 abstention. The proposal was considered and adopted. (V) deliberated and passed the proposal on increasing the loan limit of 500 million yuan from Guoyuan Investment Management (Shanghai) Co., Ltd.
In order to further meet the business needs of the risk management subsidiary of Guoyuan Futures Co., Ltd., realize the rapid development of operation, effectively extend the business chain of the company and strengthen business coordination, it is agreed to increase the loan limit of no more than RMB 500 million to Guoyuan Investment Management (Shanghai) Co., Ltd., and authorize the operation and management of the company to, Determine and implement the specific borrowing plan according to the actual situation within the above borrowing limit, including but not limited to determining the specific borrowing scale and term according to the capital demand and business development of Guoyuan Investment Management (Shanghai) Co., Ltd; The loan interest rate shall be comprehensively determined according to the market interest rate and the company’s capital financing cost.
Voting results: 13 in favor, 0 against and 0 abstention. The proposal was considered and adopted.
The independent directors of the company agreed.
The independent opinions of Guoyuan Securities Company Limited(000728) independent directors on appointing the president of the company, the independent opinions of Guoyuan Securities Company Limited(000728) independent directors on electing non independent directors of the company and the independent opinions of Guoyuan Securities Company Limited(000728) independent directors on increasing the loan limit of 500 million yuan from Guoyuan Investment Management (Shanghai) Co., Ltd. are detailed on cninfo.com.cn on the same day; For details of Guoyuan Securities Company Limited(000728) announcement on increasing the loan limit of 500 million yuan from Guoyuan Investment Management (Shanghai) Co., Ltd., see China Securities News, securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) on the same day.
3、 Documents for future reference
1. The resolution of the board of directors signed by the attending directors and stamped with the seal of the board of directors;
2. Other documents required by SZSE.
It is hereby announced.
Guoyuan Securities Company Limited(000728) board of directors February 25, 2022
Attachment:
Resume of Mr. Shen Hefu
Mr. Shen Hefu, born in March 1971, is a CPC member with a bachelor’s degree. He once served as the section member of the legal department and the manager assistant of the general office of China Anhui International Economic and Technological Cooperation Corporation, the deputy director of the legal advisory office of Anhui trust and Investment Corporation, the director of the Legal Affairs Department of Guoyuan Securities Company Limited(000728) Co., Ltd., the compliance director and vice president of Guoyuan Securities Company Limited(000728) Co., Ltd., and the chairman of Anhui Guoyuan Investment Co., Ltd. He is currently the Deputy Secretary of the Party committee of the company.
Mr. Shen Hefu is not allowed to be a senior manager of a listed company as stipulated in the company law; There is no circumstance that the Shenzhen Stock Exchange shall not nominate directors of listed companies as stipulated in the self regulatory guidelines No. 1 – standardized operation of listed companies on the main board; Not punished by the CSRC and other relevant departments or the stock exchange; There is no case where 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, and there is no clear conclusion; It is not the person to be executed for breach of faith, the subject responsible for breach of faith or the object to be punished for breach of faith, and it is not publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest persons to be executed by the people’s court; Except for the former chairman of Anhui Guoyuan Investment Co., Ltd., which is controlled by Anhui Guoyuan Financial Holding Group Co., Ltd., which holds more than 5% of the company’s shares, it has no relationship with other shareholders, other directors, supervisors and senior managers of the company who hold more than 5% of the company’s shares; Not holding shares of the company; Meet the job requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the exchange.
