Securities code: Shenzhen Bauing Construction Holding Group Co.Ltd(002047) securities abbreviation: Shenzhen Bauing Construction Holding Group Co.Ltd(002047) Announcement No.: 2022019 Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
Announcement on the resolutions of the 24th Meeting of the 7th 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、 Meetings of the board of directors
Shenzhen Bauing Construction Holding Group Co.Ltd(002047) (hereinafter referred to as “the company”) the notice of the 24th Meeting of the 7th board of directors was sent to all directors, supervisors and senior managers by telephone and e-mail on March 1, 2022. The meeting was held by means of communication voting in the company’s conference room on March 4, 2022. The meeting was presided over by Mr. Shi Lei, chairman of the board of directors. There were 8 directors who should attend the meeting and 8 directors who actually attended the meeting. Some supervisors and all senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other relevant laws, administrative regulations, normative documents and the provisions of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) articles of Association (hereinafter referred to as the “articles of Association”).
2、 Deliberations of the board meeting
1. The meeting deliberated and adopted the proposal on adding non independent directors of the seventh board of directors of the company with 8 affirmative votes, 0 negative votes and 0 abstention votes;
The company recently received the resignation report of Mr. Gao Fengchun, a non independent director of the seventh board of directors. Mr. Gao Fengchun applied to resign as a non independent director of the company for personal reasons. After his resignation, he will not hold any position in the company and its holding subsidiaries. The resignation report will take effect from the date it is delivered to the board of directors. The board of directors of the company expresses heartfelt thanks to Mr. Gao Fengchun for his contribution to the work of the company and the board of directors during his tenure!
In order to ensure the normal operation of the board of directors, after the review of the nomination committee of the seventh board of directors, the board of directors of the company agreed to nominate Mr. Su Huahai as a candidate for non independent director of the seventh board of directors of the company (see the attachment for resume). The total number of directors who concurrently serve as senior managers of the company and staff representatives in the board of directors does not exceed half of the total number of directors of the company. The proposal needs to be submitted to the second extraordinary general meeting of the company in 2022 for deliberation. The term of office starts from the date of deliberation and approval of the second extraordinary general meeting of the company in 2022 to the date of expiration of the term of office of the seventh board of directors of the company.
For details, please refer to securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on resignation and addition of directors (Announcement No.: 2022020). The independent directors of the company expressed their independent opinions on this matter. For details, please refer to cninfo.com, the designated information disclosure website of the company（ http://www.cn.info.com.cn. ）。
2. The meeting deliberated and adopted the proposal on the appointment of the company’s chief financial officer with 8 affirmative votes, 0 negative votes and 0 abstention votes;
Upon the nomination of 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. Li Shuanghua as the chief financial officer of the company (see the attachment for resume), and the term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the term of office of the board of directors.
For details, please refer to securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on the appointment of the company’s chief financial officer (Announcement No.: 2022021). The independent directors of the company expressed their independent opinions on this matter. For details, please refer to cninfo.com, the designated information disclosure website of the company（ http://www.cn.info.com.cn. ）。
3. The meeting deliberated and adopted the proposal on convening the second extraordinary general meeting of shareholders in 2022 with 8 affirmative votes, 0 negative votes and 0 abstention.
In accordance with the relevant provisions of the company law, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange and the articles of association, the board of directors of the company decided to convene the second extraordinary general meeting of shareholders in 2022 on March 21, 2022.
For details, please refer to China Securities Daily and securities times on the same day（ http://www.cn.info.com.cn. ）Notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022022).
3、 Documents for future reference
1. Resolutions of the 24th Meeting of the 7th board of directors;
2. Independent opinions of independent directors on matters related to the 24th Meeting of the seventh board of directors.
It is hereby announced.
Shenzhen Bauing Construction Holding Group Co.Ltd(002047) board of directors
February 2023
Attachment: resume of non independent director candidates
Mr. Su Huahai, born in 1981, Chinese nationality, without permanent residency abroad, bachelor degree, senior engineer. He used to be the structural designer of Zhuhai branch of Lanzhou Urban Construction Design Institute, the deputy director of Zhuhai Doumen district government investment and construction project management center, the deputy director of Zhuhai Doumen District Highway Maintenance Management and emergency center, and the chief engineer of Zhuhai Doumen District Urban Construction renewal management office. He is currently the general manager of the construction management center of Zhuhai Aviation City Development Group Co., Ltd. (hereinafter referred to as “aviation city group”).
(1) as of the date of the announcement, Mr. Su has not held the post of director or supervisor of the company, and has not held the post of senior manager or supervisor of the company with the people’s Republic of China Airlines, and has not held the post of director or supervisor of the company The situation of senior managers; (2) The market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have not expired; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, and the term has not expired; (4) Have been punished by the CSRC and other relevant departments and disciplined by the stock exchange; (5) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations, and there is no clear conclusion; (6) Publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court; (7) Article 3.2.2, paragraph 1, of self regulatory guidelines No. 1 – standardized operation of listed companies on the main board stipulates that they shall not be nominated as directors; (8) Administrative penalty imposed by the CSRC within the last 36 months; (9) Publicly denounced by the stock exchange or criticized in more than three circulars in the last 36 months; (10) Other circumstances recognized by the stock exchange.
Resume of chief financial officer
Mr. Li Shuanghua, born in 1969, Chinese nationality, without overseas permanent residency, bachelor degree, non practicing member of Chinese certified public accountant. He used to be the chief financial officer of Shenzhen zhongyuguan group, the chief financial officer of Shenzhen Jurong Technology Co., Ltd. and the financial director of Shenzhen Xinghe Environmental Technology Co., Ltd. Now he is the chief financial officer of Shenzhen BAOYING Construction Group Co., Ltd., a wholly-owned subsidiary of the company.
As of the disclosure date of this announcement, Mr. Li Shuanghua does not hold shares of the company, and has no relationship with shareholders holding more than 5% of the shares of the company, actual controllers, other directors, supervisors and senior managers of the company, and there are no following circumstances: (1) the company law of the people’s Republic of China stipulates that he shall not serve as directors, supervisors and senior managers; (2) The market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have not expired; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, and the term has not expired; (4) Have been punished by the CSRC and other relevant departments and disciplined by the stock exchange; (5) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations, and there is no clear conclusion; (6) Publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court; (7) Administrative penalty imposed by the CSRC within the last 36 months; (8) Being publicly condemned or criticized by the stock exchange for more than three times in the last 36 months; (9) Other circumstances recognized by the stock exchange.
