Securities code: Zhejiang Xcc Group Co.Ltd;(603667) securities abbreviation: Zhejiang Xcc Group Co.Ltd;(603667) Announcement No.: 2022012 convertible bond Code: 113568 convertible bond abbreviation: Spring convertible bond
Zhejiang Xcc Group Co.Ltd;(603667)
Announcement of resolutions of the 32nd meeting of the third board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Zhejiang Xcc Group Co.Ltd;(603667) (hereinafter referred to as “the company”) sent the notice of the 32nd meeting of the third board of directors to all directors in writing or e-mail on February 22, 2022. The meeting was held at 9 a.m. on February 28, 2022 in the company’s conference room in combination with on-site communication as scheduled. There are 7 directors who should attend the meeting, and 7 actually attended the meeting. The meeting was presided over by Chairman Zhang Feng, and some senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
The directors attending the meeting deliberated and adopted the following proposals by means of on-site and communication voting:
1. The proposal on nominating candidates for non independent directors of the Fourth Board of directors of the company was deliberated and adopted. The term of office of the third board of directors of the company is about to expire. In order to ensure the smooth progress of all work of the company, the company will conduct the general election of the board of directors. Mr. Zhang Feng, Mr. Wang Xueyong, Ms. Yu Yuelei are hereby nominated in accordance with the provisions on the nomination of director candidates in the articles of association, the stock listing rules of Shanghai Stock Exchange, the guidelines for the selection and conduct of directors of listed companies of Shanghai Stock Exchange and other relevant rules, upon the recommendation of shareholders and the qualification examination of the nomination committee of the board of directors Mr. Lin Guoqiang and other four candidates are non independent directors of the Fourth Board of directors of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
2. The proposal on nominating candidates for independent directors of the Fourth Board of directors of the company was deliberated and adopted
The term of office of the third board of directors of the company is about to expire. In order to ensure the smooth progress of the company’s work, the company will conduct the general election of the board of directors. In accordance with the provisions on the nomination of director candidates in the articles of association, the stock listing rules of Shanghai Stock Exchange, the guidelines for the selection and conduct of directors of listed companies of Shanghai Stock Exchange and other relevant rules, Mr. Zhou Yu, Mr. Yan Maoxin and The three candidates of Mr. Qu Zhefeng are independent directors of the Fourth Board of directors of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
3. The proposal on changing the registered capital of the company and amending the articles of association was deliberated and adopted
See Announcement No. 2022014 disclosed simultaneously with this announcement for details.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
4. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
See Announcement No. 2022015 disclosed at the same time with this announcement for details.
Voting results: 7 in favor, 0 against and 0 abstention.
5. The proposal on the remuneration of directors of the Fourth Board of directors of the company was deliberated and adopted
In accordance with the articles of association, the detailed rules for the work of the remuneration and assessment committee of the board of directors and other relevant provisions, and in combination with the actual operation situation of the company, the remuneration scheme for the directors of the Fourth Board of directors of the company is proposed as follows:
The company’s independent director’s allowance is RMB 72000 / year (including tax), and non independent directors do not receive director’s allowance. Directors of the company who hold other positions in the company receive remuneration according to their other positions and the company’s remuneration system. The independent directors of the company have expressed their independent opinions on this matter.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
3、 Online announcement attachment
Independent opinions of the company’s independent directors on matters related to the 32nd meeting of the third board of directors.
4、 Documents for future reference
Resolution of the 32nd meeting of the third board of directors of the company.
It is hereby announced.
Zhejiang Xcc Group Co.Ltd;(603667) board of directors March 1, 2022 attached: resume of candidates for directors of the Fourth Board of directors of the company
1. Zhang Feng, male, Han nationality, born in July 1963; Chinese nationality, without the right of permanent residence abroad; Member of the Communist Party of China Bachelor degree, senior economist. From 1981 to 1984, he served as secretary of the Youth League Committee of Xinchang Bearing General Factory, from 1985 to 1987, he studied off-duty at the Party School of Zhejiang provincial Party committee, from 1988 to 1990, he served as Deputy Secretary of the Youth League County Party committee, from 1990 to 1992, he served as Deputy Secretary of the Youth League County Party committee and Deputy Secretary of the Party committee of Xinchang silk weaving General Factory, and from 1992 to 1998, he served as deputy director of Xinchang Foreign Trade Bureau and deputy general manager of the foreign trade company, General manager of Zhejiang Xinchun Bearing Co., Ltd. from 1998 to 2002, general manager of Zhejiang Zhejiang Xcc Group Co.Ltd;(603667) Group Co., Ltd. from 2002 to 2011, chairman and general manager of Zhejiang Zhejiang Xcc Group Co.Ltd;(603667) Group Co., Ltd. from 2011 to 2012, and chairman and general manager of Zhejiang Xcc Group Co.Ltd;(603667) Group Co., Ltd. since 2012. Zhang Feng also served as vice president of China bearing industry association and distinguished enterprise management expert, President of Zhejiang bearing industry association, chairman of the presidium of Zhejiang merchants National Council, deputy to Shaoxing Municipal People’s Congress and vice president of Shaoxing private enterprise association. He also won the title of industry development leader during the Eleventh Five year plan period of China’s bearing industry, 2007 Zhejiang merchants Innovation Award Shaoxing excellent builder of socialism with Chinese characteristics and other honors.
2. Wang Xueyong, male, Han nationality, was born in September 1962; Chinese nationality, without the right of permanent residence abroad; Member of the Communist Party of China Bachelor degree, senior economist. From 1981 to 1989, he successively served as the workshop director, Secretary of the Youth League Committee and director of the factory office of Xinchang Bearing General Factory (from 1985 to 1987, he studied off-duty in the junior college class of the Party School of the CPC Shaoxing Municipal Committee); From 1989 to 2002, he successively served as deputy general manager and director of Zhejiang Xinchun Bearing Co., Ltd., general manager and chairman of Zhejiang senchun Machinery Co., Ltd; From 2002 to 2012, he served as deputy general manager, party secretary and director of Zhejiang Zhejiang Xcc Group Co.Ltd;(603667) Group Co., Ltd; From 2012 to 2016, he served as Zhejiang Xcc Group Co.Ltd;(603667) director, deputy general manager and party secretary; From 2016 to now, he has served as Zhejiang Xcc Group Co.Ltd;(603667) vice chairman and party secretary.
At the same time, he served as the standing member of the market work committee of China Bearing Industry Association, the representative of the 11th to 13th Party Congress of Xinchang County, and the member and standing member of the 7th to 9th CPPCC of Xinchang County. Won the title of excellent entrepreneur in China’s bearing industry during the 12th Five Year Plan period.
3. Yu Yuelei, female, Han nationality, was born in January 1964; Chinese nationality, without the right of permanent residence abroad; Member of the Communist Party of China College degree, accountant. He has served as the director of the Party committee of Zhejiang Xinchang Bearing Co., Ltd. and the general manager of the financial department of Zhejiang Xinchang Bearing Co., Ltd. since 2016, and successively served as the director of the Party committee of Zhejiang Xinchang Bearing Co., Ltd. and the general manager of the financial department of Zhejiang Xinchang bearing Co., Ltd. from 1999 to now. At the same time, he served as the cost price expert member of the market working committee of the first China Bearing Industry Association, the executive president of Zhejiang Business Finance and intelligence women’s Association, the vice president of Xinchang Women Entrepreneurs Association, the Secretary General of Mulan love fund, the representative of the fifth and sixth women’s congresses of Shaoxing City and the representative of the 12th and 13th Party congresses of Xinchang County. In 2008, he was also awarded the “March 8th red flag bearer” of Zhejiang Province In 2010, he was honored as the model of March 8th red flag bearer in Zhejiang Province and the model of women’s meritorious service in Zhejiang Province for many times. He was rated as an advanced individual in Xinchang County who cares about the next generation of poverty relief and student aid for many times.
4. Lin Guoqiang, male, Han nationality, was born in October 1966; Chinese nationality, without the right of permanent residence abroad; Member of the Communist Party of China Doctor degree, researcher level senior engineer. From July 1989 to December 1997, he served as technician, deputy section chief and section chief of the technical section of Nangang steel making plant, from December 1997 to September 1999, he served as assistant to the director of the quality management department of Nangang, from September 1999 to December 2005, he served as assistant to the director and deputy director of the electric furnace plant of Nangang, and from December 2005 to September 2013, he served as deputy director and director of the R & D and promotion center of new products of Nangang, From February 2012 to August 2013, he served as assistant to the general manager of Nanjing Iron & Steel Co.Ltd(600282) group, director of Zhejiang Zhejiang Xcc Group Co.Ltd;(603667) Group Co., Ltd. from March to December 2012, director of Zhejiang Xcc Group Co.Ltd;(603667) since December 2012, and deputy general manager of Nanjing Iron & Steel Co.Ltd(600282) since August 2013. In 2001, 2005 and 2006, he won the title of “top ten scientific and technological workers” of Nangang; In 2007, he won the title of “top ten management workers” of Nangang; In 2009, he won the “May Day” Labor Medal of Nanjing.
5. Zhou Yu, male, born in 1960, has a master’s degree and is a professor level senior engineer. He is now the executive chairman of China bearing industry association and the director of China Machinery Saiyin (Beijing) Quality Certification Co., Ltd. General manager of Dongguan AoXin bearing factory and general manager of China bearing joint venture. From April 2010 to September 2012, he served as deputy secretary general and standing secretary general of China Bearing Industry Association; From September 2012 to September 2016, he served as Secretary General of China Bearing Industry Association; From September 2016 to December 2020, he served as executive vice president and Secretary General of China Bearing Industry Association; From December 2020 to now, he has served as the president of China Bearing Industry Association; Since March 2015, he has also served as a director of China Machinery Saiyin (Beijing) Quality Certification Co., Ltd. In January 2011, he participated in the training course for senior executives (independent directors) of listed companies held by Shenzhen Stock Exchange and obtained the qualification certificate of independent directors recognized by China Securities Regulatory Commission; Now he is also an independent director of Beijing Jingye Bearing Co., Ltd. Xiangyang Automobile Bearing Co.Ltd(000678) , renben Co., Ltd., Qingdao Taide Automobile Bearing Co., Ltd. Fujian Longxi Bearing (Group) Co.Ltd(600592) and.
6. Yan Maoxin, male, Han nationality, born in May 1975; Chinese nationality, without the right of permanent residence abroad; Bachelor degree, master degree, professor title. From September 2001 to February 2019, he served as a teacher, Professor, party secretary and vice president of Hangzhou business school of Zhejiang University of technology and industry. From February 2019 to now, he has served as Professor, director of graduate department and vice president of Graduate School of Zhejiang University of technology and industry.
Experience, senior accountant, certified tax agent, International Certified Internal Auditor. National Accounting leading talents of the Ministry of finance, 151 talents of Zhejiang Province, high-end talents of international accounting (cross-border mergers and acquisitions) of Zhejiang Province, and accounting leading talents of Hangzhou. Member of Zhejiang management accounting advisory expert committee, member of Zhejiang senior accountant evaluation committee, master of tax supervisor of Zhejiang University, master of accounting supervisor of Zhejiang University of Finance and economics, deputy director of provincial accounting leading talent Committee of Zhejiang accounting society. From June 2002 to June 2007, he served as the accountant of Zhejiang Wanma Pharmaceutical Co., Ltd., the accountant of Zhejiang Telecom Hangzhou Telecom Engineering Co., Ltd., the financial analysis of Alibaba (China) Network Technology Co., Ltd. and the Accounting Director of Hangzhou Helishi Automation Co., Ltd. From June 2007 to September 2017, he successively served as the financial manager, senior financial manager, deputy general manager of Finance and executive director of spotlight instrument (Hong Kong) Co., Ltd. of Focused Photonics (Hangzhou) Inc(300203) (Hangzhou) Co., Ltd. From October 2017 to December 2018, he worked in Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd. as deputy general manager and chief financial officer.
