Securities code: 300334 securities abbreviation: Tianjin Motimo Membrane Technology Co.Ltd(300334) announcement Code: 2021-098
Tianjin Motimo Membrane Technology Co.Ltd(300334)
Announcement on resolutions of the 33rd meeting of the third 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
1. The 30th session of the third board of directors of Tianjin Motimo Membrane Technology Co.Ltd(300334) (hereinafter referred to as "the company")
The notice of the third meeting was delivered to each director in writing on December 17, 2021.
2. The board of directors was held on December 28, 2021 in the form of combination of on-site and communication. On site meeting
Venue: conference room 60, 11th Street, Tianjin Economic and Technological Development Zone.
3. Five directors should be present at this board meeting, and actually five directors. (including: voting by communication)
1 attendee). Zhai Jun, the director, attended the meeting and voted by means of communication.
4. The meeting was presided over by Mr. Fan Ning, chairman and general manager. Ms. Liu Xiaohui, chairman of the board of supervisors, Mr. Chen Hao, supervisor, Ms. Wei Haiying, Deputy General Manager / Secretary of the board of directors, Mr. Zhan Shuhua, and Mr. Yu Jianhua, chief financial officer attended the meeting as nonvoting delegates.
5. The convening of the board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
1. The proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the Fourth Board of directors was deliberated and adopted
In view of the need for re-election of the third board of directors of the company, in accordance with the company law and other laws and regulations and the relevant provisions of the articles of association, after the qualification examination of the nomination committee of the board of directors, the board of directors of the company nominated Mr. Fan Ning, Mr. Zhai Jun, Mr. Zheng Chunjian, Mr. Liang Feng and Mr. Li Xuewen as candidates for non independent directors of the Fourth Board of directors (see Annex I for resume).
The term of office of the Fourth Board of directors is three years from the date of election and approval by the general meeting of shareholders of the company. Among the nominated candidates for directors of the Fourth Board of directors, the number of directors concurrently serving as senior managers of the company and the number of directors served by employee representatives shall not exceed half of the total number of directors of the company.
The independent directors of the third board of directors of the company expressed independent opinions, considered that the qualifications and nomination procedures of the candidates for non independent directors of the Fourth Board of directors of the company were in line with the relevant provisions of the company law and the articles of association, and agreed to the nomination of the above five candidates for non independent directors.
The directors present at the meeting voted one by one, and the voting results are as follows:
(1) Proposal on nominating Mr. Fan Ning as a candidate for non independent director of the Fourth Board of directors of the company
The proposal was deliberated and voted by the directors present at the meeting.
Voting: 4 affirmative votes; No abstention; No votes. Mr. Fan Ning, a related director, abstained from voting (2) proposal on nominating Mr. Zhai Jun as a candidate for non independent director of the Fourth Board of directors of the company
The proposal was deliberated and voted by the directors present at the meeting.
Voting: 4 affirmative votes; No abstention; No votes. Related director Mr. Zhai Jun abstained from voting (3) proposal on nominating Mr. Zheng Chunjian as a candidate for non independent director of the Fourth Board of directors of the company
The proposal was deliberated and voted by the directors present at the meeting.
Voting: 5 affirmative votes; No abstention; No votes.
(4) Proposal on nominating Mr. Liang Feng as a candidate for non independent director of the Fourth Board of directors of the company
Voting: 5 affirmative votes; No abstention; No votes.
(5) Proposal on nominating Mr. Li Xuewen as a candidate for non independent director of the Fourth Board of directors of the company
The proposal was deliberated and voted by the directors present at the meeting.
Voting: 5 affirmative votes; No abstention; No votes.
This proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for item by item deliberation by adopting the cumulative voting system.
See www.cninfo.com for details info. com.. cn. Announcement on the general election of the board of directors (announcement Code: 2021-100).
2. The proposal on the general election of the board of directors and the nomination of independent director candidates for the Fourth Board of directors was deliberated and adopted
In view of the need for re-election of the third board of directors of the company, in accordance with the company law and other laws and regulations and the relevant provisions of the articles of association, the board of directors of the company nominated Mr. Guo Youzhi, Ms. Li Qing, Mr. Wang Chunqing, Mr. Liu Zhigang Ms. Cui Rong is an independent director candidate of the Fourth Board of directors of the company (see Annex II for her resume).
The term of office of the Fourth Board of directors is three years from the date of election and approval by the general meeting of shareholders of the company.
The independent directors of the third session of the board of directors of the company expressed their independent opinions, considered that the qualifications and nomination procedures of the candidates for independent directors of the fourth session of the board of directors of the company were in line with the relevant provisions of the company law and the articles of association, and agreed to the nomination of the above five candidates for independent directors. Independent director candidates shall be reviewed by Shenzhen Stock Exchange on the qualification and independence of independent director candidates, and can be submitted to the first extraordinary general meeting of shareholders in 2022 for consideration item by item by using the cumulative voting system.
The directors present at the meeting voted one by one, and the voting results are as follows:
(1) Proposal on nominating Mr. Guo Youzhi as an independent director candidate of the Fourth Board of directors of the company
Voting: 4 affirmative votes; No abstention; No votes. Related director Mr. Guo Youzhi abstained from voting (2) proposal on nominating Ms. Li Qing as an independent director candidate of the Fourth Board of directors of the company
The proposal was deliberated and voted by the directors present at the meeting.
Voting: 4 affirmative votes; No abstention; No votes. Ms. Li Qing, a related director, abstained from voting (3) proposal on nominating Mr. Wang Chunqing as an independent director candidate of the Fourth Board of directors of the company
The proposal was deliberated and voted by the directors present at the meeting.
Voting: 4 affirmative votes; No abstention; No votes. Related director Mr. Wang Chunqing abstained from voting (4) proposal on nominating Mr. Liu Zhigang as an independent director candidate of the Fourth Board of directors of the company
The proposal was deliberated and voted by the directors present at the meeting.
Voting: 5 affirmative votes; No abstention; No votes.
(5) Proposal on nominating Ms. Cui Rong as an independent director candidate of the Fourth Board of directors of the company
The proposal was deliberated and voted by the directors present at the meeting.
Voting: 5 affirmative votes; No abstention; No votes.
This proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for item by item deliberation by adopting the cumulative voting system.
See www.cninfo.com for details info. com.. cn. Announcement on the general election of the board of directors (announcement Code: 2021-100).
3. Deliberating the proposal on the remuneration of directors of the Fourth Board of directors of the company
According to the study of the Remuneration Committee of the board of directors, in view of the change of the board of directors of the company, in combination with the industry, regional economic development level and the operation status of the company, it is proposed to make an investigation on the independent directors of the Fourth Board of directors, Mr. Guo Youzhi, Ms. Li Qing, Mr. Wang Chunqing, Mr. Liu Zhigang Ms. Cui Rong is given an allowance of 120000 yuan / person / year (including tax, the same below). Fan Ning, the non independent director, receives a corresponding salary of 960000 yuan / year according to his position in the company; Mr. Liang Feng, Mr. Li Xuewen, Mr. zhaijun and Mr. Zheng Chunjian, the non independent directors, do not receive salary as directors.
This proposal involves the remuneration of all directors. Based on the principle of prudence, all directors avoid voting and directly submit it to the company's first extraordinary general meeting in 2022 for deliberation.
The independent directors of the company have expressed their independent opinions on the proposal and believe that the remuneration scheme of the directors of the Fourth Board of directors of the company is formulated with reference to the remuneration level of directors of other listed companies in the same industry and in combination with the actual situation of the company's operation and management. There is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders, and is in line with relevant national laws Regulations and the articles of association.
4. Revision of the
<公司章程>
Proposal for
The proposal was deliberated and voted by the directors present at the meeting.
Voting: 5 affirmative votes; No abstention; No votes.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
See www.cninfo.com for details info. com.. cn. Comparison table of articles of Association (December 2021) and amendment of articles of association on the.
5. Deliberated and adopted the revised
<股东大会议事规则>
Proposal for
The proposal was deliberated and voted by the directors present at the meeting.
Voting: 5 affirmative votes; No abstention; No votes.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
See www.cninfo.com for details info. com.. cn. The rules of procedure of the general meeting of shareholders (December 2021) and the comparison table for the revision of the rules of procedure of the general meeting of shareholders.
6. Deliberated and adopted the revised
<董事会议事规则>
Proposal for
Voting: 5 affirmative votes; No abstention; No votes.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
See www.cninfo.com for details info. com.. cn. The rules of procedure of the board of directors (December 2021) and the comparison table for the revision of the rules of procedure of the board of directors.
7. Deliberated and adopted the revised
<内幕信息管理制度>
Proposal for
The proposal was deliberated and voted by the directors present at the meeting.
Voting: 5 affirmative votes; No abstention; No votes.
See www.cninfo.com for details info. com.. cn. Insider information management system (December 2021) and comparison table for revision of insider information management system.
8. Deliberated and adopted the revised
<内幕信息知情人管理制度>
Proposal for
The proposal was deliberated and voted by the directors present at the meeting.
Voting: 5 affirmative votes; No abstention; No votes.
See www.cninfo.com for details info. com.. cn. Insider information insider management system (December 2021) and comparison table for revision of insider information insider management system on.
9. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The proposal was deliberated and voted by the directors present at the meeting.
Voting: 5 affirmative votes; No abstention; No votes.
See www.cninfo.com for details info. com.. cn. Announcement on the notice of convening the first extraordinary general meeting of shareholders in 2022 (announcement Code: 2021-103).
3、 Documents for future reference
1. Resolution of Tianjin Motimo Membrane Technology Co.Ltd(300334) the 33rd meeting of the third board of directors. It is hereby announced.
Tianjin Motimo Membrane Technology Co.Ltd(300334) board of directors December 28, 2021
Annex 1 resume of non independent directors
1. Fan Ning, Chinese nationality, does not hold the passport of other overseas countries or regions, and has no overseas permanent residence right. He graduated from Beijing Institute of fashion, master of dyeing and finishing engineering and senior economist. He once served as deputy director of the planning and Development Department of China Textile Federation, director and engineer of the industry management department of the State Textile Industry Bureau, assistant to the general manager of China Textile Network Information Technology Co., Ltd., deputy director of the office of China Textile Industry Foreign Economic and Technological Cooperation Corporation and China textile machinery and technology import and Export Corporation, manager of the investment department and Secretary of the board of directors, Director of Tianjin membrane Engineering Technology Co., Ltd., deputy general manager of China Textile Industry Foreign Economic and Technical Cooperation Corporation and China Textile machinery and technology import and Export Co., Ltd., vice chairman of Benin textile company of China Benin joint venture, director of Zhangjiagang Yangzi combed top Co., Ltd., and legal representative of China Textile machinery technology service import and Export Co., Ltd. Currently, he is the legal representative, chairman and general manager of the company, vice chairman of Qingdao qingshuijin membrane High Tech Co., Ltd., legal representative and executive director of Gansu Jinqiao water technology (Group) Co., Ltd.
As of the disclosure date of this announcement, Mr. Fan Ning did not hold shares of the company. There is no relationship with the controlling shareholder, actual controller, other shareholders holding more than 5% of the company's shares, other directors, supervisors and senior managers of the company; There is no punishment from the CSRC and other relevant departments or the stock exchange; There is no circumstance that the company is not allowed to serve as a director as stipulated in the company law and the articles of association, and there is no article 3.2.1 of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange Article 4. 3.2 The circumstances specified in Article 5 are not the person subjected to execution in breach of faith.
2. Zhai Jun, Chinese nationality, without permanent residency abroad, has a bachelor's degree. He used to be an accountant in the Finance Department of Beijing Jingyuan Food Development Co., Ltd. (Sino foreign joint venture); the Finance Department of Beijing Gaochuang economic and Trade Development Co., Ltd. (a wholly-owned subsidiary of China national investment high Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Investment Co., Ltd., renamed Gaoxin Chuang Investment Co., Ltd. in 2002) and Beijing Golden fairway
