XINJIANGZHUNDONGPETROTECHCO., LTD
Securities code: 002207 securities abbreviation: Xinjiang Zhundong Petroleum Technology Co.Ltd(002207) Announcement No.: 2021-054 Xinjiang Zhundong Petroleum Technology Co.Ltd(002207)
Announcement of resolutions of the 36th (Interim) meeting of the 6th 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
The board of directors of Xinjiang Zhundong Petroleum Technology Co.Ltd(002207) (hereinafter referred to as "the company") sent a written email on December 24, 2021 to convene the 36th meeting of the sixth board of directors (temporary) Notice of the meeting, meeting proposal and relevant materials. In combination with the local epidemic prevention work requirements of directors, supervisors and senior managers who should attend and attend the meeting as nonvoting delegates, the meeting was held on December 29, 2021 by means of dual venue video connection and communication. The venues were respectively located at the fourth floor of the office building of Xinjiang Zhundong petroleum base company Conference room and 2903, floor 29, tower T1, Poly International Plaza, Chaoyang District, Beijing. All 9 directors of the company attended the meeting, of which Ms. Zhu gujia, the director, was unable to attend the meeting on site due to maternity leave, and entrusted Mr. Luo Yinyu, the director, to attend and vote on behalf of her; Mr. Li Yan, the director, was unable to attend the funeral at home and entrusted Mr. Jian Wei, the director, to attend and vote on his behalf; Mr. Zheng Yitao, the director, Ms. Tang Yang, Mr. Li Xiaolong and Mr. Shi Guomin, the independent directors, were unable to attend the two meetings due to epidemic prevention and control, so they were connected by communication. The meeting was presided over by Mr. Luo Yinyu, chairman of the board of directors. The current supervisors, senior managers, candidates for directors of the seventh board of directors and candidates for non employee representative supervisors of the seventh board of supervisors attended as nonvoting delegates. The convening and convening of the meeting shall comply with the provisions of the company law, the articles of association and the rules of procedure of the board of directors.
2、 Deliberations of the board meeting
After deliberation and voting one by one, the following proposals were adopted and the following resolutions were made:
1. The proposal on the election of non independent directors of the seventh board of directors of the company was deliberated and adopted.
Since the three-year term of office of the sixth board of directors of the company is about to expire, Huzhou Yanrun investment management partnership (limited partnership), the controlling shareholder of the company (holding 78616278 shares of the company, accounting for 29.9999% of the total shares of the company), nominated Mr. Luo Yinyu, Mr. Yu Anqi, Mr. Li Yan, Mr. Fan Hua, Mr. Jian Wei and Mr. LV Zhanmin as candidates for non independent directors of the seventh board of directors of the company in accordance with the articles of association (see Annex I for resume). After deliberation, the above candidates comply with relevant laws and regulations and the articles of association, and agree to submit them to the general meeting of shareholders for election.
After voting, the proposal has 9 affirmative votes, 0 negative votes and 0 abstention votes.
Among the above-mentioned candidates for directors, the number of directors concurrently serving as senior managers of the company and the number of directors held by employee representatives does not exceed
XINJIANGZHUNDONGPETROTECHCO., LTD
More than half of the total number of directors of the company.
Independent directors have expressed their agreed independent opinions on the above matters. See http://www.cn.info.com.cn.cn on December 30, 2021 for details.
This proposal will be submitted to the company's first extraordinary general meeting in 2022 for deliberation and election by cumulative voting system. If elected, the term of office of the above candidates shall be 3 years from the date of election by the general meeting of shareholders.
2、 The proposal on the election of independent directors of the seventh board of directors of the company was deliberated and adopted.
Since the three-year term of office of the sixth board of directors of the company is about to expire, the board of directors of the company nominated Ms. Tang Yang, Mr. Li Xiaolong Mr. Liu Hongxian is an independent director candidate of the seventh board of directors of the company (see Annex II for his resume) and submitted to the general meeting of shareholders for election. Among them, Mr. Liu Hongxian has not been in accordance with the guidelines for senior management training of listed companies issued by the CSRC The company has obtained the qualification certificate of independent directors in accordance with the provisions of the regulations, and has signed a written commitment to participate in the latest independent director training and obtain the qualification certificate of independent directors recognized by Shenzhen Stock Exchange. For details, see http://www.cn.info.com.cn.cn on December 30, 2021.
After voting, the proposal has 9 affirmative votes, 0 negative votes and 0 abstention votes.
Independent directors have expressed their agreed independent opinions on the above matters; The board of directors of the company issued the statement of independent director nominees; The three candidates signed the Declaration on candidates for independent directors respectively. For details, see http://www.cn.info.com.cn.cn on December 30, 2021.
According to relevant regulations, candidates for independent directors can only be submitted to the general meeting of shareholders for election after Shenzhen Stock Exchange has no objection to their qualification and independence.
This proposal will be submitted to the company's first extraordinary general meeting in 2022 for deliberation and election by cumulative voting system. If elected, the term of office of the above candidates shall be 3 years from the date of election by the general meeting of shareholders.
3、 The proposal on the disposal of quasi oil Tianshan by means of packaged transfer of equity and creditor's rights was deliberated and adopted.
For details, see the announcement on disposal of wholly-owned subsidiaries by packaged transfer of equity and creditor's rights (Announcement No.: 2021-056) issued by the company on the designated information disclosure media on December 30, 2021.
After voting, the proposal has 9 affirmative votes, 0 negative votes and 0 abstention votes.
4、 The proposal on signing and terminating the agreement was deliberated and adopted.
For details, please refer to the progress announcement on terminating foreign investment (Announcement No.: 2021-057) issued by the company on the designated information disclosure media on December 30, 2021.
After voting, the proposal has 9 affirmative votes, 0 negative votes and 0 abstention votes.
5、 The proposal on adjusting the company's organizational structure and some businesses was deliberated and adopted.
Agree to strengthen market development and overall management and establish a marketing department according to the needs of business development; According to business related
XINJIANGZHUNDONGPETROTECHCO., LTD
Optimize and merge the functional departments of the organs and adjust their responsibilities in consideration of the incompatible internal control and the requirements for the separation of functions; Strengthen the focus on operation, apply advanced tools and management concepts, improve work efficiency, improve the utilization rate of various resources and the labor productivity of all employees; Optimize and adjust some businesses according to the principle of benefit priority. See Annex III for the adjusted organization chart.
After voting, the proposal has 9 affirmative votes, 0 negative votes and 0 abstention votes.
6、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was considered and adopted.
For details, see the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2021-058) issued by the company on the designated information disclosure media on December 30, 2021.
After voting, the proposal has 9 affirmative votes, 0 negative votes and 0 abstention votes.
7、 Attachment
1. Resume of candidates for non independent directors of the 7th board of directors
2. Resume of independent director candidates of the 7th board of directors
3. Organization chart of 2022
8、 Documents for future reference
1. Resolution of the 36th (Interim) meeting of the 6th board of directors.
2. Independent opinions of independent directors on the change of the board of directors
This announcement does not constitute any investment proposal, and investors should not substitute such information for their independent judgment or make decisions only based on such information. The information disclosure media selected by the company are securities times, China Securities News and cninfo.com (www.cn. Info. Com.. CN). All information is subject to the announcements and information disclosure documents published by the company in the above media. Please pay attention to the relevant announcements and pay attention to the investment risks.
It is hereby announced.
Xinjiang Zhundong Petroleum Technology Co.Ltd(002207)
Board of directors
December 30, 2021
XINJIANGZHUNDONGPETROTECHCO., LTD
Annex I
Xinjiang Zhundong Petroleum Technology Co.Ltd(002207)
Resume of candidates for non independent directors of the 7th board of directors
1. Mr. Luo Yinyu, Han nationality, born in March 1966, Chinese nationality, without overseas permanent residency, CPC member, doctoral degree, Bachelor of engineering, master of engineering and doctor of engineering, senior engineer in engineering. He has worked in the Ministry of labor, the State Economic and Trade Commission, the State Administration of work safety, Heilongjiang coal mine safety supervision bureau, the emergency management department and Zhongrong International Trust Co., Ltd. He is currently the chief resource officer of Zhongzhi Enterprise Group Co., Ltd. and the chairman of Zhongzhi Energy Group Co., Ltd. From March 2021 to now, he has served as the director and chairman of the company.
Mr. Luo Yinyu does not hold shares in the company; Serving in an affiliated company of the controlling shareholder of the company and having an affiliated relationship; There is no relationship with the actual controller, other shareholders, other directors, supervisors and senior managers of the company; There are no circumstances under which he may not serve as a director, supervisor or senior manager of the company as stipulated in Article 146 of the company law; It does not belong to the situation that the CSRC has taken measures to prohibit entry into the securities market, the term has not expired, and the stock exchange has publicly determined that it is not suitable to serve as directors, supervisors and senior managers of listed companies, and the term has not expired; Within the last three years, it has not been subject to administrative punishment by the CSRC, or publicly condemned by the stock exchange or criticized in more than three circulars; Not 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; Nor has it been publicized by the CSRC on the public inquiry platform for illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people's court. His qualification meets the relevant provisions of the company law and the articles of association.
2. Mr. Yu Anqi, Han nationality, born in April 1991, Chinese nationality, without overseas permanent residency, master's degree, Bachelor of Arts and master of science. He worked at Wells Fargo. He is currently the assistant to the chairman of Zhongrong International Trust Co., Ltd.
Mr. Yu Anqi does not hold shares in the company; Serving in an affiliated company of the controlling shareholder of the company and having an affiliated relationship; There is no relationship with the actual controller, other shareholders, other directors, supervisors and senior managers of the company; There are no circumstances under which he may not serve as a director, supervisor or senior manager of the company as stipulated in Article 146 of the company law; It does not belong to the situation that the CSRC has taken measures to prohibit entry into the securities market, the term has not expired, and the stock exchange has publicly determined that it is not suitable to serve as directors, supervisors and senior managers of listed companies, and the term has not expired; Within the last three years, it has not been subject to administrative punishment by the CSRC, or publicly condemned by the stock exchange or criticized in more than three circulars; Not 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; Nor has it been listed in Securities and futures by China Securities Regulatory Commission
XINJIANGZHUNDONGPETROTECHCO., LTD
The market illegal and dishonest information disclosure inquiry platform publicizes or is included in the list of dishonest Executees by the people's court. His qualification meets the relevant provisions of the company law and the articles of association.
3. Mr. Li Yan, Han nationality, born in 1991, Chinese nationality, without overseas permanent residency, master's degree, Bachelor of management Business Administration (MBA) Master's degree. He once served in kujing media, Nomura Securities, Softbank China capital, Taikang investment, Gome capital and other units; from March 2019 to March 2021, he once served as the executive president of Zhongzhi enterprise group, vice chairman and chairman of the company. Now he is the chairman of Beijing Fengsheng Capital Management Co., Ltd., director and CFO of Beijing liangkebang Information Technology Co., Ltd , director of Beijing Zhongnuo Hengkang Biotechnology Co., Ltd. and supervisor of Beijing Donggang Ruihong Technology Co., Ltd. He has been a director of the company since March 2019.
Mr. Li Yan does not hold shares in the company; In the past 12 months, he has worked in an affiliated company of the controlling shareholder of the company and has a related relationship; There is no relationship with the actual controller, other shareholders, other directors, supervisors and senior managers of the company; There are no circumstances under which he may not serve as a director, supervisor or senior manager of the company as stipulated in Article 146 of the company law; It does not belong to the situation that the CSRC has taken measures to prohibit entry into the securities market, the term has not expired, and the stock exchange has publicly determined that it is not suitable to serve as directors, supervisors and senior managers of listed companies, and the term has not expired; Within the last three years, it has not been subject to administrative punishment by the CSRC, or publicly condemned by the stock exchange or criticized in more than three circulars; Not 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; Nor has it been publicized by the CSRC on the public inquiry platform for illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people's court. His qualification meets the relevant provisions of the company law and the articles of association.
4. Mr. Fan Hua, Han nationality, born in March 1985, Chinese nationality, without permanent residency abroad, has a bachelor's degree in management. He once worked in China Meheco Group Co.Ltd(600056) R & D Center Co., Ltd. under China Resources Pharmaceutical Group and Beijing Hanjin International Cultural Development Co., Ltd. He is currently the deputy general manager of the investment management department of Zhongrong International Trust Co., Ltd.
Mr. Fan Hua does not hold shares in the company; Serving in an affiliated company of the controlling shareholder of the company and having an affiliated relationship; There is no relationship with the actual controller, other shareholders, other directors, supervisors and senior managers of the company; There are no circumstances under which he may not serve as a director, supervisor or senior manager of the company as stipulated in Article 146 of the company law; It is not prohibited from entering the securities market by the CSRC, and the term has not expired, and it is publicly recognized by the stock exchange as unfit to serve as a director of a listed company
