Securities code: Zhejiang Century Huatong Group Co.Ltd(002602) securities abbreviation: Zhejiang Century Huatong Group Co.Ltd(002602) Announcement No.: 2022016 Zhejiang Century Huatong Group Co.Ltd(002602)
Announcement on the proposed purchase of liability insurance for the company and the directors, supervisors and senior executives
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.
The 5th and 6th meetings of the board of directors and the board of supervisors (hereinafter referred to as “the 5th and 6th meetings of the board of directors”) on the purchase of insurance company liability were held on June 2023. In order to further improve the company’s risk management system, reduce corporate governance risks and promote the company’s management to fully exercise their rights and perform their duties, the company plans to purchase liability insurance for the company and all directors, supervisors and senior managers in accordance with the standards for the governance of listed companies and other relevant provisions. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval. The relevant information is hereby announced as follows:
1、 Specific scheme of liability insurance
1. Applicant: Zhejiang Century Huatong Group Co.Ltd(002602)
2. Insured: the company, all directors, supervisors and senior managers of the company (subject to the final insurance contract)
3. Limit of compensation: any claim for compensation and the total cumulative liability shall not exceed RMB 100 million (subject to the final insurance contract)
4. Insurance premium: no more than RMB 1 million (subject to the final insurance contract) 5. Insurance period: 12 months (the subsequent insurance can be renewed or re insured every year)
The board of directors requests the general meeting of shareholders to authorize the management of the company to handle matters related to the purchase of directors’ and supervisors’ high liability insurance within the above authority (including but not limited to: determining the relevant responsible personnel; determining the insurance company; determining the insurance amount, premium and other insurance terms; selecting and appointing insurance brokerage companies or other intermediaries; signing relevant legal documents and dealing with other matters related to insurance), and handling renewal or re insurance and other related matters at or before the expiration of the insurance contract in the future.
2、 Review procedures for implementation
According to the articles of association and relevant laws and regulations, all directors and supervisors of the company avoided voting on the proposed purchase of directors, supervisors and senior liability insurance, and the matter will be directly submitted to the general meeting of shareholders for deliberation. 3、 Opinions of independent directors
After review, the independent directors of the company believe that the company’s purchase of liability insurance for the company and its directors, supervisors and senior managers is conducive to further improving the company’s risk control system, reducing the risks that may be caused by the normal performance of duties by directors, supervisors and senior managers and the losses caused by legal liabilities, and protecting the company and its directors The rights and interests of supervisors and senior managers, promote relevant responsible personnel to better perform their duties and promote the steady development of the company. The decision-making and deliberation procedures of this matter are legal and compliant, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. To sum up, we agree to submit the proposal directly to the general meeting of shareholders of the company for deliberation.
4、 Opinions of the board of supervisors
After verification, the board of supervisors of the company believes that the company’s purchase of liability insurance for all directors, supervisors and senior managers is conducive to improving the company’s risk management system, reducing the governance risk of listed companies, promoting the company’s management to fully exercise their rights and perform their duties, and protecting the rights and interests of the company and its directors, supervisors and senior managers. The purchase of liability insurance for the company and all directors, supervisors and senior managers will be submitted to the general meeting of shareholders for deliberation. All directors avoided voting, fulfilled the necessary deliberation procedures, complied with laws and regulations, and there is no situation damaging the interests of the company and all shareholders.
5、 Documents for future reference
1. The resolutions of the board of directors attended the meeting shall be sealed and signed by the directors;
2. Resolutions of the board of supervisors signed by the supervisors present and stamped with the seal of the board of supervisors;
3. Independent opinions of the company’s independent directors on matters related to the sixth meeting of the Fifth Board of directors.
It is hereby announced.
Zhejiang Century Huatong Group Co.Ltd(002602) board of directors March 7, 2002
