Securities code: Guangdong Xinbao Electrical Appliances Holdings Co.Ltd(002705) securities abbreviation: Guangdong Xinbao Electrical Appliances Holdings Co.Ltd(002705) announcement Code: (2022) No. 007 Guangdong Xinbao Electrical Appliances Holdings Co.Ltd(002705)
Announcement on purchasing directors, supervisors and senior managers liability insurance
Guangdong Xinbao Electrical Appliances Holdings Co.Ltd(002705) (hereinafter referred to as ” Guangdong Xinbao Electrical Appliances Holdings Co.Ltd(002705) ,” the company “or” 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.
Guangdong Xinbao Electrical Appliances Holdings Co.Ltd(002705) at the sixth interim meeting of the sixth board of directors and the fifth interim meeting of the sixth board of supervisors respectively held on March 1, 2022, the proposal on purchasing high liability insurance for directors and supervisors was deliberated. All directors and supervisors of the company avoided voting when deliberating this matter, and the matter will be directly submitted to the first interim general meeting of shareholders of the company in 2022 for deliberation.
In order to further improve the company’s risk management system, reduce the company’s operational risks, promote the company’s directors, supervisors and senior managers to more fully exercise their rights and perform their duties within their respective responsibilities, and protect the rights and interests of the company and investors, according to the relevant provisions of the governance standards for listed companies of the CSRC, the company plans to be the company and all directors, supervisors Senior management and other relevant personnel shall purchase liability insurance. The relevant matters are hereby announced as follows: I. specific scheme of Dong Jiangao liability insurance
Applicant: Guangdong Xinbao Electrical Appliances Holdings Co.Ltd(002705)
Insured: the company and its directors, supervisors, senior managers and other relevant personnel;
Limit of compensation: any claim and all claims shall not exceed RMB 50 million / year (subject to the contract of the insurance company);
Total premium: no more than 500000 yuan / year (subject to the insurance contract);
Insurance period: 12 months (can be renewed or re insured).
In order to improve the efficiency of decision-making, the board of directors of the company plans to request the general meeting of shareholders to authorize the management of the company to handle the affairs of all directors Matters related to the purchase of liability insurance for supervisors and senior managers (including but not limited to the determination of other relevant responsible persons; the determination of insurance companies; the determination of insurance amount, premium and other insurance terms; the selection and employment of insurance brokerage companies or other intermediaries; the signing of relevant legal documents and other matters related to insurance), as well as the future directors Renew or re insure the liability insurance contract of supervisors and senior managers at or before the expiration of the contract.
2、 Review procedures for purchasing directors, supervisors and senior managers’ liability insurance
According to the articles of association and relevant laws and regulations, as the beneficiary, all directors and supervisors of the company avoid voting on this proposal, which will be directly submitted to the general meeting of shareholders for deliberation.
3、 Opinions of independent directors
The purchase of liability insurance for the company and all directors, supervisors and senior relevant personnel is conducive to improving the company’s risk control system, protecting the legitimate rights and interests of the company and its directors, supervisors and senior managers, promoting the company’s directors, supervisors and senior managers to fully exercise their rights and perform their duties, and conducive to the healthy development of the company. Relevant review procedures are legal and effective, all directors have avoided voting, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders. We agree to submit this matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4、 Opinions of the board of supervisors
The purchase of liability insurance for the company and all directors, supervisors and senior relevant personnel is conducive to improving the corporate governance system, reducing operational risks, protecting the legitimate rights and interests of the company and its directors, supervisors and senior managers, promoting the directors, supervisors and senior managers to fully exercise their rights and duties, and ensuring the healthy development of the company. The discussion procedure of this matter is legal and effective, all directors have avoided voting, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders.
5、 Documents for future reference
1. Resolution of the sixth extraordinary meeting of Guangdong Xinbao Electrical Appliances Holdings Co.Ltd(002705) the sixth board of directors;
2. Resolution of the 5th extraordinary meeting of Guangdong Xinbao Electrical Appliances Holdings Co.Ltd(002705) the 6th board of supervisors;
3. Independent opinions of Guangdong Xinbao Electrical Appliances Holdings Co.Ltd(002705) independent directors on matters related to the sixth interim meeting of the sixth board of directors;
4. Audit opinions of Guangdong Xinbao Electrical Appliances Holdings Co.Ltd(002705) board of supervisors on matters related to the fifth interim meeting of the sixth board of supervisors.
It is hereby announced!
Guangdong Xinbao Electrical Appliances Holdings Co.Ltd(002705) board of directors
March 2, 2022
