Securities code: Hanjia Design Group Co.Ltd(300746) securities abbreviation: Hanjia Design Group Co.Ltd(300746) Announcement No.: 2022008 Hanjia Design Group Co.Ltd(300746)
Announcement on the general election of the board of directors and the board of supervisors of the company
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.
Hanjia Design Group Co.Ltd(300746) (hereinafter referred to as "the company") the term of office of the Fifth Board of directors and board of supervisors will expire on March 15, 2022. In accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of listed companies on GEM and other laws and regulations According to the relevant provisions of the normative documents and the articles of association, the board of directors and the board of supervisors of the company shall be elected before the expiration of their term of office. On February 25, 2022, the company held the 22nd Meeting of the 5th board of directors, deliberated and adopted the proposal on the general election of the board of directors and the nomination of non independent director candidates of the 6th board of directors and the proposal on the general election of the board of directors and the nomination of independent director candidates of the 6th board of directors. On the same day, the company's board of supervisors held the 17th meeting of the 5th board of supervisors, deliberated and adopted the proposal on the general election of the company's board of supervisors and the nomination of candidates for shareholders' representative supervisors of the 6th board of supervisors. The above proposals need to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. The nomination of the board of directors and the board of supervisors is hereby announced as follows:
1、 Board of directors
According to the articles of association, the sixth board of directors of the company is composed of 9 directors, including 6 directors and 3 independent directors. With my consent, the nomination committee of the board of Directors examined the qualifications of the candidates for the sixth session of the board of directors, and after deliberation at the 22nd Meeting of the Fifth Board of directors, the nomination of the candidates for the sixth session of the board of directors is as follows:
Nominate Mr. Cen Zhengping, Mr. Yang Xiaojun, Mr. Ye Jun, Mr. Gu Peng, Ms. Zhang Dan and Mr. Zhang Yongming as candidates for directors of the sixth board of directors; Ms. Huang Lianxi, Mr. Zhang taoyong and Mr. Wang Gang are nominated as independent director candidates of the sixth board of directors of the company. The resumes of the above director candidates are shown in Annex I.
The independent directors of the company expressed their independent opinions on the nomination of director candidates for the change of the board of directors and the sixth board of directors.
The above independent director candidates have obtained the qualification certificate of independent director. After the qualification and independence of the above independent director candidates have been reviewed by Shenzhen Stock Exchange, they will be submitted to the first extraordinary general meeting of shareholders of the company in 2022 together with the non independent director candidates of the company for deliberation.
According to relevant laws and regulations, normative documents and the articles of association, candidates for non independent directors and independent directors of the sixth board of directors of the company will adopt the cumulative voting system to vote one by one. The term of office of the sixth board of directors of the company is three years, calculated from the date of deliberation and approval by the general meeting of shareholders of the company.
In the list of candidates for the sixth board of directors of the company, the total number of directors concurrently serving as senior managers and employees' representatives shall not exceed one-half of the total number of directors of the company, and the number of candidates for independent directors shall not be less than one-third of the total number of members of the board of directors, which meets the requirements of relevant laws and regulations.
2、 Board of supervisors
According to the articles of association, the sixth board of supervisors of the company is composed of three supervisors, including two shareholder representative supervisors and one employee representative supervisor. The 5th board of supervisors of the company nominated Mr. Qiu Heng and Ms. Ma Jinxia as candidates for shareholder representative supervisors of the 6th board of supervisors. The resumes of shareholder representative supervisors are detailed in Annex II.
The above proposal for electing the candidate of shareholder representative supervisor of the sixth board of supervisors of the company shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation and voted by cumulative voting system.
After the above two candidates for shareholder representative supervisors are deliberated and approved by the general meeting of shareholders, they will form the sixth board of supervisors of the company together with one employee representative supervisor elected by the employee congress of the company. The term of office of the sixth board of supervisors of the company is three years, calculated from the date of deliberation and approval by the general meeting of shareholders of the company.
The above-mentioned personnel are qualified to serve as supervisors of listed companies as stipulated by laws and regulations, and there is no situation that they are not allowed to serve as supervisors of the company as stipulated in the company law and the articles of association, and there is no situation that they have not been lifted as market prohibited persons determined by the CSRC, and have not been subject to any punishment and punishment by the CSRC and the stock exchange, Not a dishonest person. Directors and senior managers of the company and their spouses and immediate family members did not serve as supervisors of the company during the term of office of directors and senior managers of the company.
3、 Resignation of some directors of the company upon expiration
After the expiration of his term of office, Mr. Gao Jianshe, a non independent director of the Fifth Board of directors of the company, will continue to serve as the party secretary and chairman of the board of directors of Hangzhou urban and Rural Construction Design Institute Co., Ltd., a holding subsidiary of the company. As of the disclosure date of this announcement, Mr. Gao Jianshe holds 4150010 shares of the company, accounting for 1.84% of the total share capital of the company. His shares of the company will be held in strict accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 10 - management of share changes The company's shares held by directors, supervisors and senior managers of listed companies and their change management rules and other corresponding laws and administrative regulations shall not be transferred within 6 months after leaving office. There are no commitments that should be fulfilled but have not been fulfilled.
Mr. Huang Ping and Mr. Zhu Xin, independent directors of the 5th board of directors of the company, will no longer serve as independent directors and relevant positions of the special committee of the board of directors or other positions in the company after their term of office expires. Mr. Huang Ping and Mr. Zhu Xin did not directly or indirectly hold the company's shares during their tenure as independent directors of the company, and there were no commitments that should be fulfilled but not fulfilled.
Before the new board of directors and board of supervisors are elected by the general meeting of shareholders, the Fifth Board of directors and board of supervisors of the company will continue to perform their duties.
The company expresses its heartfelt thanks to all members of the 5th board of directors and board of supervisors for their contributions to the company during their tenure!
It is hereby announced.
Hanjia Design Group Co.Ltd(300746) board of directors February 25, 2022
Annex I:
Resume of candidates for the 6th board of directors of the company
1. Mr. Cen Zhengping, born in 1962, Hong Kong, China, holds a master's degree and is a professor level senior engineer. From 1984 to 1992, he worked in Zhejiang architectural design and Research Institute; From 1993 to 1998, he served as the president of Zhejiang Urban Construction Architectural Design Institute; From 1998 to 2006, he successively served as the general manager, chairman and director of the company; From 2003 to December 2011, he served as the chairman of Zhejiang Jinchang Wenhua Real Estate Development Co., Ltd; From 2003 to August 2012, he served as the chairman of Zhejiang Dishang Real Estate Management Co., Ltd; From October 2004 to February 2012, he served as the chairman of Hangzhou TEDA Real Estate Development Co., Ltd; Since 2005, he has served as a director of Zhejiang Zhonglian Real Estate Development Co., Ltd; Since 2006, he has been the chairman of Zhejiang Urban Construction Group Co., Ltd., the chairman of Zhejiang Dishang Investment Co., Ltd., and the director of Hangzhou Sunshine Coast Real Estate Development Co., Ltd. from September 2006 to August 2011; Since 2007, he has been the chairman of Shanghai Hanjia Investment Co., Ltd; From 2008 to September 2016, he served as the chairman of Sichuan Hanjia Group Co., Ltd; From 2010 to now, he has served as executive director of Zhejiang Hanjia Investment Co., Ltd. (formerly known as Shanghai Xikang Investment Co., Ltd.) and chairman of Zhejiang Urban Construction Real Estate Group Co., Ltd; From June 2016 to June 2017, he served as executive director and general manager of Hangzhou Zheda zinc power energy Co., Ltd. and a director of the company since June 2017; He has been a director of Zhejiang Kaiyin Holding Co., Ltd. since April 2018; He has been a director of Hangzhou Great Star Industrial Co.Ltd(002444) since May 2019; He has been the chairman of the company since 2007.
Mr. Cen Zhengping now directly holds 1500000 shares of the company and indirectly holds 135000000 shares of the company through Zhejiang Urban Construction Group Co., Ltd. with his spouse Ou Weizhou. He is the actual controller of the company and has no relationship with other candidates for directors and supervisors. Those who have not been punished by the CSRC and other relevant departments and the exchange, and do not have the circumstances specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies No. 2 - standardized operation of companies listed on the gem, are not dishonest Executees. 2. Mr. Yang Xiaojun, born in 1967, Chinese nationality, has the right of abode in Canada and is a senior architect. From 1993 to 1998, he served as the chief architect and branch director of Zhejiang Urban Construction Architectural Design Institute; Since 1998, he has successively served as the deputy chief architect, chief architect, chairman and general manager of the company; From September 2006 to December 2011, he served as a director of Zhejiang Urban Construction Group Co., Ltd; From August 2009 to November 2011, he served as a director of Chengdu Hanjia Real Estate Development Co., Ltd. He is currently the director and general manager of the company.
Mr. Yang Xiaojun now directly holds 632900 shares of the company and has no relationship with shareholders holding more than 5%, actual controllers and other directors, supervisors and senior managers. Those who have not been punished by the CSRC and other relevant departments and the exchange, and do not have the circumstances specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies No. 2 - standardized operation of companies listed on the gem, are not dishonest Executees.
3. Mr. Ye Jun, born in 1970, Chinese nationality, without overseas residency, master's degree, professor level senior engineer. From 1991 to 1993, he worked in the second design and Research Institute of the Ministry of machinery; From 1993 to 1998, he served as the director of the branch of Zhejiang Urban Construction Architectural Design Institute; Since 1998, he has successively served as deputy chief engineer, deputy general manager and director of the company; From August 2009 to November 2011, he served as a director of Chengdu Hanjia Real Estate Development Co., Ltd; Since September 2016, he has served as the chairman of Zhejiang Hanjia construction project construction drawing review center. He is currently the director and deputy general manager of the company.
Mr. Ye Jun now directly holds 1423837 shares of the company and has no relationship with shareholders holding more than 5%, actual controllers and other directors, supervisors and senior managers. Those who have not been punished by the CSRC and other relevant departments and the exchange, and do not have the circumstances specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies No. 2 - standardized operation of companies listed on the gem, are not dishonest Executees.
4. Mr. Gu Peng, born in 1961, Chinese nationality, without overseas residency, bachelor degree, senior engineer and senior interior architect. Worked in Jiaxing Minfeng group from 1980 to 1992; From 1992 to 1999, he served as the manager of Zhejiang Changlun Decoration Engineering Co., Ltd; Since 1999, he has successively served as the deputy general manager and director of the company; From August 2009 to November 2011, he served as a director of Chengdu Hanjia Real Estate Development Co., Ltd. He is currently the director and deputy general manager of the company.
Mr. Gu Peng now directly holds 1582075 shares of the company and has no relationship with shareholders holding more than 5%, actual controllers and other directors, supervisors and senior managers. Those who have not been punished by the CSRC and other relevant departments and the exchange, and do not have the circumstances specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies No. 2 - standardized operation of companies listed on the gem, are not dishonest Executees.
5. Ms. Zhang Dan, born in 1962, Chinese nationality, without overseas residency, bachelor degree, engineer. From 1980 to 1995, he served as the head of the design team of Shangcheng Architectural Design Institute; From 1995 to 1998, he successively served as deputy director and director of the branch of Zhejiang Urban Construction Architectural Design Institute; Deputy general manager of the company from 1998 to 2014; From 2014 to now, he has served as the deputy general manager of the company and the president of the garden design institute. He is currently the director and deputy general manager of the company.
Ms. Zhang Dan does not hold shares of the company and has no relationship with shareholders holding more than 5%, actual controllers and other directors, supervisors and senior managers. Those who have not been punished by the CSRC and other relevant departments and the exchange, and do not have the circumstances specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies No. 2 - standardized operation of companies listed on the gem, are not dishonest Executees. 6. Mr. Zhang Yongming, born in 1978, Chinese nationality, without overseas residency, bachelor degree, certified public accountant. From 2001 to 2003, worked in the Finance Department of Zhejiang Dazhi pharmaceutical capsule Co., Ltd; Since 2004, he has worked in the company and successively served as deputy manager of accounting and finance department, chairman of the board of supervisors and manager of finance department. He is currently the manager of the Finance Department of the company.
Mr. Zhang Yongming does not hold the shares of the company and has no relationship with shareholders holding more than 5%, actual controllers and other directors, supervisors and senior managers. Those who have not been punished by the CSRC and other relevant departments and the exchange, and do not have the circumstances specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies No. 2 - standardized operation of companies listed on the gem, are not dishonest Executees.
7. Ms. Huang Lianxi, born in 1962, Chinese nationality, without overseas residency, bachelor degree, first-class lawyer. From July 1983 to September 1984, worked in the lawyer Management Office of Zhejiang Provincial Department of justice; From September 1984 to September 2003, he worked as a lawyer in Zhejiang Zhejing law firm, Served as deputy director (from 1984 to 1986, he studied foreign trade and foreign-related law at Shanghai Institute of foreign trade, studied American law at the Law School of the University of Hawaii in 1988, studied and worked at the University of London, British solicitors and court law firms from 1991 to 1992, and studied intellectual property law in the United States in 1994. 1
