Securities code: Anhui Andeli Department Store Co.Ltd(603031) securities abbreviation: Anhui Andeli Department Store Co.Ltd(603031) Announcement No.: 2022025
Anhui Andeli Department Store Co.Ltd(603031)
Announcement of resolutions of the 10th meeting of the 4th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
On March 2, 2022, Anhui Andeli Department Store Co.Ltd(603031) (hereinafter referred to as “the company” and ” Anhui Andeli Department Store Co.Ltd(603031) “) held the 10th meeting of the 4th board of directors by on-site combined with communication voting. The notice on the convening of the meeting was delivered to all directors by on-site delivery and communication on March 1, 2022. The meeting was presided over by Mr. Xia Zhubing. There were 5 directors who should attend the meeting, 5 directors who actually attended the meeting, and the company’s supervisors and senior managers attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law and the articles of association, and the meeting is legal and effective.
2、 Deliberations of the board meeting
1. Deliberated and adopted the proposal on changing the candidates of independent directors of the Fourth Board of directors
Voting results: 5 votes in favor; No negative vote; It was adopted with 0 abstention.
The company received Mr. Xu Haimin’s letter on no longer being a candidate for Anhui Andeli Department Store Co.Ltd(603031) independent director, and proposed that he no longer be a candidate for independent director of the Fourth Board of directors for personal reasons. Therefore, the board of directors of the company plans to revoke the nomination of Mr. Xu Haimin as a candidate for independent director of the Fourth Board of directors. In view of this, the controlling shareholder of the company, Hefei Rongxin equity investment fund partnership (limited partnership) (hereinafter referred to as “Hefei Rongxin”), nominated Mr. Zhang Xiaoya as the candidate for independent director of the Fourth Board of directors of the company (resume attached). The nomination committee of the board of Directors examined the qualification of the candidate and passed the nomination. Mr. Zhang Xiaoya’s qualification has been filed with Shanghai Stock Exchange and passed without objection.
The independent directors have expressed their independent opinions on the change of candidates for independent directors of the Fourth Board of directors. This matter needs to be submitted to the general meeting of shareholders for deliberation, and the cumulative voting system shall be adopted for election.
2. The proposal on canceling some proposals and adding temporary proposals at the first extraordinary general meeting of the company in 2022 was reviewed and approved
Voting results: 5 votes in favor; No negative vote; It was adopted with 0 abstention.
Agree to cancel the deliberation on the sub proposal of Xu Haimin under the proposal on the election of independent directors at the first extraordinary general meeting in 2022.
On February 28, 2022, the board of directors of the company received the letter on adding temporary proposals to the first extraordinary general meeting of the company in 2022 sent by Hefei Rongxin, the controlling shareholder holding 12.84% of the company’s shares. According to the rules of the general meeting of shareholders of listed companies and other relevant provisions, It is proposed to submit the relevant proposal on the election of Mr. Zhang Xiaoya as an independent director candidate of the Fourth Board of directors to the first extraordinary general meeting of shareholders in 2022 for deliberation.
For details, please refer to the announcement on canceling some proposals and adding temporary proposals at the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022026) issued by the company on the official website of Shanghai Stock Exchange and the designated information disclosure media.
3、 Documents for future reference
1. Resolution of the 10th board of directors;
2. Opinions of independent directors at the 10th meeting of Anhui Andeli Department Store Co.Ltd(603031) the 4th board of directors; It is hereby announced.
Anhui Andeli Department Store Co.Ltd(603031) board of directors March 3, 2022
The resumes of independent director candidates are as follows:
Zhang Xiaoya, male, born in October 1962, Chinese nationality, without overseas residency, graduate degree, graduated from the Department of mathematics of Shandong University and the school of management of Beijing University of Aeronautics and Astronautics. He is a senior engineer. He is now the chairman of Beijing Jiaxin dingda Technology Co., Ltd. and the independent non-executive director of new focus Automotive Technology Holding Co., Ltd., a Hong Kong listed company. He once served as director and President of AirMedia group, a NASDAQ listed company, and an independent non-executive director of China Mengniu, a Hong Kong listed company.
