Securities code: 000032 securities abbreviation: Shenzhen Sed Industry Co.Ltd(000032) Announcement No.: 2021-118 Shenzhen Sed Industry Co.Ltd(000032)
Announcement of resolutions of the first 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、 Convening of board meeting
The notice of the first meeting of the ninth board of directors of Shenzhen Sed Industry Co.Ltd(000032) (hereinafter referred to as "the company") was sent by e-mail on December 15, 2021, and the meeting was held in the company's conference room on December 22, 2021. There were 9 voting directors and 9 actually voting directors. The meeting was held in accordance with relevant laws, regulations, rules and the articles of association.
2、 Deliberations of the board meeting
The meeting considered and adopted the following matters:
1. Proposal on election of chairman and vice chairman of the 9th board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention
Elect Mr. Liu Guilin as the chairman of the ninth board of directors of the company; Mr. Chen Shigang was elected as the vice chairman of the ninth board of directors of the company.
2. Proposal on the election of members of the strategy, nomination, remuneration and assessment, audit and information disclosure Committee of the ninth board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention
Elect Mr. Liu Guilin as the chairman of the strategy committee of the ninth board of directors of the company, and Mr. Chen Shigang, Mr. Kong fanmin, Mr. Xie Qinghua, Mr. Jiang Juncheng, Mr. Zhang Xianghong and Mr. Zheng Xi as the members of the Committee; Elect Mr. Kong fanmin as the chairman of the nomination, remuneration and assessment committee of the ninth board of directors of the company, and Mr. Xie Qinghua and Mr. Zhao Lei as members of the Committee;
Elect Mr. Zhou Langbo as the chairman of the audit committee of the ninth board of directors of the company, and Mr. Zheng Xi and Mr. Zhao Lei as members of the Committee;
Elect Mr. Liu Guilin as the chairman of the information disclosure Committee of the ninth board of directors of the company, and Mr. Chen Shigang, Mr. Zhou Langbo, Mr. Jiang Juncheng, Mr. Li Anton and Ms. Zhong Yan as the members of the Committee.
3. Proposal on the appointment of senior managers of the company
Voting results: 9 in favor, 0 against and 0 abstention
The board of directors decided to appoint Mr. Chen Shigang as president, Mr. Wang Xiaoliang as senior vice president and general counsel, Ms. Li Zhiyu as senior vice president, Mr. Ma Jin as senior vice president and Mr. Zhu Guoping as senior vice president of the company, Mr. Li Anton serves as the chief accountant of the company (resume attached), and the tenure of the above personnel is synchronized with that of the current board of directors.
4. Proposal on the appointment of the Secretary of the board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention
The board of directors decided to appoint Ms. Zhong Yan as the Secretary of the board of directors of the company (the resume is attached), and her term of office is synchronized with that of the current board of directors. Ms. Zhong Yan has obtained the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange, and her qualification has been reviewed and approved by Shenzhen Stock Exchange.
The independent directors of the company have expressed independent opinions on the above proposals on the appointment of senior managers and the Secretary of the board of directors of the company, and believe that the relevant nomination procedures comply with the relevant provisions of the articles of association, the qualifications of candidates comply with the relevant provisions of the company law and the articles of association, and the voting procedures of the board of directors comply with the provisions of laws and regulations.
The 8th directors, supervisors and senior managers of the company have performed their duties and performed their duties diligently during their term of office. The company expresses its heartfelt thanks to the directors, supervisors and senior managers who have left their posts at the expiration of their term of office for their important contributions to the development of the company!
5. Proposal on appointment of securities affairs representative of the company
Voting results: 9 in favor, 0 against and 0 abstention
The board of directors has decided to appoint Ms. Zhu Chenxing as the securities affairs representative of the ninth board of directors of the company (resume attached), and her term of office is synchronized with that of the current board of directors. Ms. Zhu Chenxing has obtained the qualification certificate of secretary of the board of directors issued by Shenzhen stock exchange.
6. Proposal on signing the supplementary agreement to equity transfer agreement and related party transactions with related parties (see announcement: 2021-119 for details)
Voting results: 3 in favor, 0 against and 0 abstention
(related directors Liu Guilin, Chen Shigang, Xie Qinghua, Jiang Juncheng, Zhang Xianghong and Zheng Xi avoided voting) after deliberation by the board of directors, they agreed to sign the supplementary agreement to the equity transfer agreement with related parties. Because the profit and loss arrangement in the transition period was not agreed in the original equity transfer agreement, China system signed the supplementary agreement to the equity transfer agreement with related parties this time , it will clarify the ownership and bearing mode of profits and losses in the transition period, which is conducive to clarifying the responsibilities and obligations of all parties. According to the preliminary audit results of the audit institution, the amount of profit and loss to be borne by the Chinese system during the transition period will not have a significant adverse impact on the operating performance, and will not affect the operating results and financial status of the company.
The independent directors carefully reviewed the matter, agreed to submit it to the board of directors for deliberation, and expressed their agreed independent opinions.
7. Proposal on using raised funds to replace self raised funds that have been invested in raised investment projects in advance and paid additional issuance registration fees (see 2021-120 for details)
Voting results: 9 in favor, 0 against and 0 abstention
After deliberation by the board of directors, it is agreed to use the raised funds to replace the pre invested raised investment projects and paid additional issuance registration fees, of which the amount of pre invested raised investment projects by China system with self raised funds is RMB 364904100, and the additional issuance registration fee paid with self raised funds is RMB 67500. The total replacement amount is 364.9716 million yuan.
8. Proposal on participating in the establishment of a joint venture in Hedong District, Tianjin
Voting results: 9 in favor, 0 against and 0 abstention
After deliberation by the board of directors, it is agreed to participate in the investment and establishment of Tianjin Hedong District joint venture. The registered capital of the joint venture is proposed to be 70 million yuan, and the shareholders of each party contribute in currency. Among them, China system contributed 35.7 million yuan, accounting for 51% of the shares; Tianjin Jiarui Investment Holding Co., Ltd. invested 34.3 million yuan, accounting for 49% of the shares.
9. Proposal on the acquisition of part of the equity and related party transactions of Lanxin mobile by the holding subsidiary (see announcement 2021-121 for details)
Voting results: 3 in favor, 0 against and 0 abstention
(affiliated directors Liu Guilin, Chen Shigang, Xie Qinghua, Jiang Juncheng, Zhang Xianghong and Zheng Xi avoided voting) in order to speed up cloud collaboration, the board of directors agreed that the holding subsidiary China electronic cloud company acquired 35.0000% of the equity of blue letter mobile held by it from CLP and 0.5069% of the equity of blue letter mobile held by it from Qihoo Xinsheng, and signed the corresponding equity transfer agreement 。
The independent directors carefully reviewed the matter, agreed to submit it to the board of directors for deliberation, and expressed their agreed independent opinions.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and the convening time of the general meeting of shareholders shall be notified separately.
It is hereby announced.
Shenzhen Sed Industry Co.Ltd(000032) board of directors
December 24, 2021
Resume attached:
Chen Shigang, male, born in March 1966, holds a master's degree and is a senior engineer. He has successively served as general manager and chairman of China Electronic System Engineering Fourth Construction Co., Ltd., deputy secretary of the Party committee and director of China Electronic System Technology Co., Ltd. He is currently the general manager of China Electronic System Technology Co., Ltd., the Secretary of the Party committee, vice chairman and President of the company.
Mr. Chen Shigang is not allowed to serve as a senior manager, has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, has not been filed for investigation by the judicial organ for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and has an associated relationship with the actual controller of the company, Hengqin Hongde JIAYE Investment Center (limited partnership) and Hengqin Hongtu JIAYE Investment Center (limited partnership) constitutes a concerted action relationship. In addition, it has no association relationship with other shareholders holding more than 5%. It holds 48595470 shares of the company and indirectly holds shares of the company through the above two partnerships. It is not a dishonest executee and complies with relevant laws, administrative regulations, departmental rules, normative documents and stock listing rules And other relevant regulations of the exchange.
Wang Xiaoliang, male, born in August 1978, holds a master's degree and is a professor level senior engineer. He has successively served as general manager and Deputy Secretary of the Party committee of Tianjin Branch of China Tietong group, deputy secretary of Tianjin municipal Party committee and member of the Party group of the Communist Youth League, member of the Standing Committee of Tianjin Hongqiao District Party committee, executive vice president and Deputy Secretary of the Party group of Tianjin district government, senior vice president and general legal adviser of China Electronic System Technology Co., Ltd. He is currently the senior vice president and general counsel of the company.
Mr. Wang Xiaoliang is not prohibited from acting as a senior manager, has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, has not been filed for investigation by judicial authorities for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and has no relationship with the actual controller, controlling shareholder and shareholders holding more than 5% of the company, He does not hold shares of the company, is not a dishonest executee, and meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
Li Zhiyu, female, born in September 1978, holds a master's degree in engineering. He has successively served as the head of the organization and development center of the human resources department of the headquarters of Vanke Group, the head of the general manager office of Beijing Vanke Enterprise Co., Ltd., the head of the human resources department and the head of the planned operation, and the vice president of sandboat group, Co founder of lexiangzhiwei (Beijing) Catering Management Co., Ltd., vice president of qudian group (Financial Technology), vice president and senior vice president of China Electronic System Technology Co., Ltd. he is now the senior vice president of the company.
Ms. Li Zhiyu is not prohibited from serving as a senior manager, has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, has not been filed for investigation by the judicial authorities for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and has no relationship with the actual controller, controlling shareholder and shareholders holding more than 5% of the company, Holding 7.84% equity of Hengqin Hongde JIAYE Investment Center (limited partnership) and 3.12% equity of the company (as of November 30, 2021), Hengqin Hongde JIAYE Investment Center (limited partnership) is not a dishonest executee and complies with relevant laws, administrative regulations, departmental rules, regulatory documents and stock listing rules And other relevant regulations of the exchange.
Ma Jinnan, born in February 1977, has a bachelor's degree. He has successively served as software engineer and product director of international business machine (China) Co., Ltd., general manager of proprietary cloud business division of Beijing Alibaba Cloud Computing Technology Co., Ltd., senior vice president of China Electronic System Technology Co., Ltd. he is now the senior vice president of the company.
Mr. Ma Jin is not prohibited from acting as a senior manager, has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, has not been filed for investigation by judicial authorities for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and has no relationship with the actual controller, controlling shareholder and shareholders holding more than 5% of the company, He does not hold shares of the company, is not a dishonest executee, and meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
Zhu Guoping, male, born in October 1974, has a bachelor's degree. He has successively served as vice president of cloud and intelligent product line and vice president of the group of Xinhua three technologies Co., Ltd. He is currently the senior vice president of the company.
Mr. Zhu Guoping is not prohibited from serving as a senior manager, has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, has not been filed for investigation by judicial authorities for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and has no relationship with the actual controller, controlling shareholder and shareholders holding more than 5% of the company, He does not hold shares of the company, is not a dishonest executee, and meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
Li Anton, male, born in March 1974, holds a doctorate. He has successively served as the deputy director of the Revenue Department of the budget department of the Ministry of finance, the first-class researcher of the Revenue Department, and the senior vice president of China Electronic System Technology Co., Ltd. He is currently the chief accountant of the company.
Mr. Li Anton is not allowed to serve as a senior manager, has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, has not been filed for investigation by the judicial authorities for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and has no relationship with the actual controller, controlling shareholder and shareholders holding more than 5% of the company, He does not hold shares of the company, is not a dishonest executee, and meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
Zhong Yan, female, born in October 1983, graduated from Zhongnan University of economics and law and Wuhan University, with a double bachelor's degree. She is a member of the Chartered Association of corporate governance (International Federation) and a chartered secretary and corporate administrator of the Hong Kong Association of corporate governance. She has successively served as assistant secretary of the board of directors and Secretary of the board of directors of Zhejiang Grandwall Electric Science&Technology Co.Ltd(603897) Co., Ltd. and is now the Secretary of the board of directors of the company.
Ms. Zhong Yan has not been punished by China Securities Regulatory Commission and other relevant departments or disciplined by the stock exchange, and has not been filed for investigation by the judicial organ for suspected crimes or punished for suspected violations of laws and regulations
