Securities code: 002789 securities abbreviation: Shenzhen Jianyi Decoration Group Co.Ltd(002789) Announcement No.: 2021-103 Shenzhen Jianyi Decoration Group Co.Ltd(002789)
Announcement of resolutions of the first meeting of the Fourth Board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions. 1、 Convening of board meeting
On December 22, 2021, the company sent the notice of the first meeting of the Fourth Board of directors to all directors by oral notice. On December 22, 2021, the company held the board meeting in Nanhai hall, B1, Nanhai wing, Hilton Nanhai Hotel, Shekou, Shenzhen by means of on-site communication. The meeting was convened and presided over by Mr. Tang Liang elected by more than half of the directors. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting. Among them, Mr. Gu Zengcai, an independent director, attended the meeting by means of communication due to epidemic prevention and control. The meeting shall be held in accordance with relevant laws and regulations and the articles of association. 2、 Deliberations of the board meeting
1. At the meeting, 9 people agreed, 0 opposed and 0 abstained, and the proposal on electing the chairman of the Fourth Board of directors and changing the legal representative of the company was deliberated and adopted
In accordance with the company law, the articles of association and other relevant provisions, the board of directors of the company agreed to elect Mr. Tang Liang as the chairman of the Fourth Board of directors of the company, with a term of office of three years from the date of adoption of the meeting to the expiration of the term of office of the Fourth Board of directors.
According to Article 8 of the articles of association, "the chairman is the legal representative of the company". Therefore, the legal representative of the company will be changed from Mr. Liu Haiyun to Mr. Tang Liang. The board of directors of the company authorizes relevant staff to handle the industrial and commercial registration of the change of the legal representative.
2. At the meeting, 9 people agreed, 0 opposed and 0 abstained, and the proposal on the election of vice chairman of the Fourth Board of directors of the company was deliberated and adopted
In accordance with the company law, the articles of association and other relevant provisions, the board of directors of the company agreed to elect Ms. Liu Shan as the vice chairman of the Fourth Board of directors of the company, with a term of office of three years from the date of adoption of this meeting to the expiration of the term of office of the Fourth Board of directors.
3. At the meeting, 9 people agreed, 0 opposed and 0 abstained, and the proposal on electing members of the special committee of the Fourth Board of directors of the company was deliberated and adopted
In accordance with the articles of association and other relevant provisions, the board of directors of the company has an audit committee, a nomination committee and a remuneration and assessment committee. The board of directors agrees to elect the following members as members of the special committee of the Fourth Board of directors of the company. The composition of each special committee is as follows:
(1) The audit committee is composed of Mr. Gu Zengcai, Mr. Liu Yuan, Mr. Sun Wei, Mr. Liu Haiyun and Mr. Guo Wei, with Mr. Gu Zengcai as the convener;
(2) The nomination committee is composed of Mr. Liu Yuan, Mr. Gu Zengcai, Mr. Sun Wei, Ms. Liu Shan and Mr. Zhang Youwen, with Mr. Liu Yuan as the convener;
(3) The remuneration and assessment committee is composed of Mr. Sun Wei, Mr. Liu Yuan, Mr. Gu Zengcai, Ms. Liu Shan and Mr. Zhang Youwen, with Mr. Sun Wei as the convener.
The term of office of the above-mentioned members is three years, starting from the date of adoption of this meeting to the expiration of the term of office of the Fourth Board of directors. For details, please refer to the relevant announcement disclosed by the company on cninfo.com.cn on the same day
4. At the meeting, 9 people agreed, 0 opposed and 0 abstained, and the proposal on the appointment of the general manager of the company was deliberated and adopted
According to the business development needs of the company, upon the nomination of Mr. Tang Liang, chairman of the company, and the review of the nomination committee of the board of directors, the board of directors agreed to appoint Mr. Zhang Youwen as the general manager of the company, with a term of office of three years from the date of adoption of this meeting to the expiration of the term of office of the Fourth Board of directors.
The independent directors of the company have expressed their independent opinions on the proposal. For details, see the relevant announcement disclosed on cninfo.com.cn on the same day.
5. At the meeting, 9 people agreed, 0 opposed and 0 abstained, and the proposal on the appointment of deputy general manager of the company was deliberated and adopted
According to the needs of the company's operation and development, upon the nomination of Mr. Zhang Youwen, the general manager of the company, and the review of the nomination committee of the board of directors, the board of directors agreed to appoint Mr. Liu Qingyun, Mr. Lin Weimin and Mr. Gao Zhonghua as the deputy general managers of the company, with a term of office of three years from the date of adoption of this meeting to the expiration of the term of office of the Fourth Board of directors.
The independent directors of the company have expressed their independent opinions on the proposal. For details, see the relevant announcement disclosed on cninfo.com.cn on the same day.
6. At the meeting, 9 people agreed, 0 opposed and 0 abstained, and the proposal on the appointment of the Secretary of the board of directors of the company was deliberated and adopted
In accordance with the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, after review by the nomination committee of the board of directors, the board of directors agreed to appoint Mr. Gao Zhonghua as the Secretary of the board of directors of the company for a term of three years from the date of adoption of this meeting to the expiration of the term of office of the Fourth Board of directors.
The company has submitted the relevant materials of the Secretary of the board of directors to Shenzhen Stock Exchange five trading days before the meeting of the board of directors, which has been reviewed by Shenzhen Stock Exchange and has no objection.
The independent directors of the company have expressed their independent opinions on the proposal. For details, see the relevant announcement disclosed on cninfo.com.cn on the same day.
7. At the meeting, 9 people agreed, 0 opposed and 0 abstained, and the proposal on the appointment of the company's financial director was deliberated and adopted
In accordance with the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, after review by the nomination committee of the board of directors, the board of directors agreed to appoint Mr. Gao Zhiqiang as the financial director of the company for a term of three years from the date of adoption of this meeting to the expiration of the term of office of the Fourth Board of directors.
The independent directors of the company have expressed their independent opinions on the proposal. For details, see the relevant announcement disclosed on cninfo.com.cn on the same day.
8. At the meeting, 9 people agreed, 0 opposed and 0 abstained, and the proposal on the appointment of securities affairs representatives of the company was deliberated and adopted
In accordance with the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, the board of directors agreed to appoint Ms. Cai Xiaojun as the securities affairs representative of the company for a term of three years from the date of adoption of this meeting to the expiration of the term of office of the Fourth Board of directors.
9. At the meeting, 9 people agreed, 0 opposed and 0 abstained, and the proposal on appointing the head of the company's internal audit department was deliberated and adopted
In accordance with the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, upon nomination by the audit committee of the board of directors, the board of directors agreed to employ Ms. Li Xuehui as the head of the internal audit department of the company, with a term of office of three years from the date of adoption of this meeting to the expiration of the term of office of the Fourth Board of directors.
10. At the meeting, 9 people agreed, 0 opposed and 0 abstained, and the proposal on adjusting the company's organizational structure was deliberated and adopted
In order to meet the needs of the company's development, optimize the company's management and improve the company's comprehensive operation level, the company decides to adjust the company's organizational structure in accordance with relevant laws and regulations, the articles of association and other relevant provisions, combined with the actual business development. For details, please refer to the relevant announcement disclosed by the company on cninfo.com.cn on the same day. III. documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting;
2. Other documents required by SZSE.
It is hereby announced
Shenzhen Jianyi Decoration Group Co.Ltd(002789) board of directors December 23, 2021
