Securities code: Xinlong Holding (Group) Company Ltd(000955) securities abbreviation: Xinlong Holding (Group) Company Ltd(000955) Announcement No.: 2022009
Xinlong Holding (Group) Company Ltd(000955) (Group) Co., Ltd
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 contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
The 24th Meeting of the 7th board of directors of Xinlong Holding (Group) Company Ltd(000955) (Group) Co., Ltd. (hereinafter referred to as “the company”) was held in the conference room on the first floor of the company’s enterprise technology center in Laocheng Development Zone, Chengmai County, Hainan Province on March 10, 2022 by means of personal delivery, e-mail and telephone notice. The number of participants in this meeting is 9, and the actual number of participants is 8. Five people attended the meeting. Mr. Wang Linjiang, Mr. He Jia and Mr. Gao Zhiyong attended the meeting by video. Mr. Antony refused to attend the meeting due to his objection to the director candidate nominated by the shareholder. The meeting was presided over by Mr. He Xiangdong, chairman of the board. The meeting complies with the provisions of the company law and the articles of association. The meeting considered and adopted the following resolutions:
1、 The proposal on the general election of non independent directors by the board of directors of the company was deliberated and adopted
The term of office of all directors of the seventh board of directors of the company has expired. Nominated by Jiaxing paradise Silicon Valley Equity Investment Co., Ltd., the controlling shareholder of the company, and approved by the nomination committee of the board of directors to nominate Mr. Bao Yue, Mr. Yu Chunshan, Mr. Zhang Sheng, Ms. Huang Yang, Mr. Zhang Quanyou and Mr. Guo Kaizhu as candidates for non independent directors of the eighth board of directors of the company. If the above candidates are elected, the term of office shall be 3 years from the date of deliberation and approval by the general meeting of shareholders of the company.
The proposal will be submitted to the general meeting of shareholders for deliberation, and the cumulative voting system will be adopted.
Mr. Guo Kaizhu voted against the nomination of non independent director candidates Mr. Bao Yue and Mr. Yu Chunshan, and abstained from the nomination of non independent director candidates Mr. Zhang Sheng, Ms. Huang Yang and Mr. Zhang Quanyou. The reasons are as follows: 1. Since the two major shareholders of the listed company were based on the combination of industrial capital and financial capital
In accordance with the principle of unity, the equity transfer agreement and voting right entrustment agreement were signed on December 21, 2019, which made it clear that the corporate governance structure of Xinlong listed company is 11 directors (7 in paradise Silicon Valley and 4 in Zhuhua company) and has been announced to the public according to the announcement procedures. This reasonable corporate governance structure fully conforms to the principles of “clear property rights, clear rights and responsibilities, effective checks and balances and scientific management” of modern enterprise management. Now, Jiaxing paradise Silicon Valley forcibly changes the corporate governance structure formulated by both parties through consultation without consultation with Zhuhua company, which is an extremely irresponsible behavior to Xinlong listed company and the majority of small and medium-sized shareholders and shareholders; The voting power entrustment agreement granted by Zhuhua company to Jiaxing paradise Silicon Valley clearly stipulates that Jiaxing paradise silicon valley shall not use the 8.45% voting rights of Xinlong Company granted by Zhuhua company to damage the fundamental interests of Zhuhua company. The above two violations have constituted the fundamental breach of the agreement signed by Jiaxing paradise Silicon Valley. 2. The equity transfer agreement stipulates that Party A (Hainan Zhuhua) nominates four directors (including one independent director), and Hainan Zhuhua has sent the list of four directors proposed by itself to the listed company and Jiaxing paradise Silicon Valley before the meeting of the board of directors. However, Jiaxing paradise Silicon Valley, the major shareholder of the board of directors, ignored the agreement and only arranged a non independent director for Zhuhua company, which was not in line with the agreement of both parties and damaged the interests of Zhuhua company. 3. The shareholders’ meeting of Xinlong held on January 17, 2022 formed the so-called resolution of the shareholders’ meeting to amend the articles of association and change the composition of the board of directors. However, the resolution was “adopted” on the premise of improper exercise of the voting rights owned by Hainan Zhuhua. Therefore, the three proposals of the board of directors do not have a legal basis. 4. After the resignation of the two directors originally nominated by Hainan Zhuhua, the board of directors shall not be held before the by election of new directors. Otherwise, it violates the agreement on the arrangement of the number of directors in the equity transfer agreement, which is not conducive to the stability of the corporate governance structure and the operation and development of the company.
Mr. Guo Yibin voted against all non independent director candidates in this proposal for the following reasons: 1. According to the information provided by the director candidates this time, there is no unfit for the post; 2. Considering that the re-election plan of the board of directors is not conducive to the stability of the company, I do not agree with the proposal of the board of directors; 3. We sincerely hope that the shareholders of the company can cooperate friendly and jointly promote the development of the company. Voting results:
1. 6 in favor, 0 abstention and 2 against, agreeing to nominate Mr. Bao Yue as a candidate for non independent director of the eighth board of directors of the company;
2. 6 in favor, 0 abstention and 2 against, agreeing to nominate Mr. Yu Chunshan as a candidate for non independent director of the eighth board of directors of the company;
3. 6 in favor, 1 abstention and 1 against, agreeing to nominate Mr. Zhang Sheng as a candidate for non independent director of the eighth board of directors of the company;
4. 6 in favor, 1 abstention and 1 against, agreeing to nominate Ms. Huang Yang as a candidate for non independent director of the eighth board of directors of the company;
5. 6 in favor, 1 abstention and 1 against, agreeing to nominate Mr. Zhang Quanyou as a candidate for non independent director of the eighth board of directors of the company;
6. 7 in favor, 0 abstention and 1 against, and agreed to nominate Mr. Guo Kaizhu as a candidate for non independent director of the eighth board of directors of the company.
2、 The proposal on the election of independent directors by the board of directors was deliberated and adopted
The term of office of all directors of the seventh board of directors of the company has expired. Nominated by Jiaxing paradise Silicon Valley Equity Investment Co., Ltd., the controlling shareholder of the company, and approved by the nomination committee of the board of directors to nominate Mr. He Jia, Mr. Zhang Ruijun and Mr. Gao Zhiyong as candidates for independent directors of the eighth board of directors of the company. Mr. He Jia, Mr. Zhang Ruijun and Mr. Gao Zhiyong have obtained the qualification certificate of independent directors recognized by the CSRC. If the above candidates are elected, the term of office shall be 3 years from the date of deliberation and approval by the general meeting of shareholders of the company. After the proposal is submitted to the shareholders’ meeting for review and filing, the cumulative voting system shall be adopted for the candidates without objection.
Mr. Guo Kaizhu abstained from voting for all independent director candidates in this proposal for the same reasons as in the first proposal.
Mr. Guo Yibin voted against all independent director candidates in this proposal for the same reasons as the first proposal.
Voting results:
1. 6 in favor, 1 abstention and 1 against, agreeing to nominate Mr. He Jia as the candidate for independent director of the eighth board of directors of the company;
2. 6 in favor, 1 abstention and 1 against, agreeing to nominate Mr. Zhang Ruijun as an independent director candidate of the eighth board of directors of the company;
3. 6 in favor, 1 abstention and 1 against, agreeing to nominate Mr. Gao Zhiyong as an independent director candidate of the eighth board of directors of the company.
3、 The proposal on convening the second extraordinary general meeting of shareholders in 2022 was considered and adopted.
The company plans to hold the second extraordinary general meeting of shareholders in 2022 by combining on-site and online voting on March 28, 2022. See the notice of Xinlong Holding (Group) Company Ltd(000955) (Group) Co., Ltd. on convening the second extraordinary general meeting of shareholders in 2022 disclosed by the company on the same day for details.
Mr. Guo Kaizhu voted against this motion for the same reasons as the first motion.
Mr. Guo Yibin voted against this motion for the same reasons as the first motion.
Voting results: 6 in favor, 0 abstention and 2 against. The proposal was passed.
It is hereby announced
Xinlong Holding (Group) Company Ltd(000955) (Group) Co., Ltd
Board of directors
March 10, 2022
Attachment: resume of candidates for non independent directors of the 8th board of directors
Resume of independent director candidates of the 8th board of directors
Xinlong Holding (Group) Company Ltd(000955) (Group) Co., Ltd
Resume of candidates for non independent directors of the 8th board of directors
1. Bao Yue, male, born in December 1967, Chinese nationality, without permanent residency abroad, graduate degree. From July 1991 to December 1995, worked in Hunan Branch of the people’s Bank of China; From January 1996 to August 1998, worked at Weishen securities (now Yingda securities); From September 1998 to July 1999, worked in Zhonglian Construction Co., Ltd; From July 1999 to June 2007, worked at Century securities; Since 2007, he has worked in Silicon Valley paradise Industry Group Co., Ltd. and successively served as secretary of the board of directors, President and chairman of the board of directors.
As of the date of this announcement, Mr. Bao Yue did not hold Xinlong Holding (Group) Company Ltd(000955) shares and served as chairman and President of Silicon Valley paradise Industry Group Co., Ltd. controlled by Xinlong Holding (Group) Company Ltd(000955) actual controller. In addition, he has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the company’s shares. In the past three years, he has not been punished by the CSRC, the stock exchange or other departments, has not been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or has been included in the list of dishonest Executees by the people’s court, and is not a dishonest executee; There is no circumstance that the director or supervisor shall not be nominated as specified in paragraph 1 of article 3.2.2 of the guidelines for self regulatory supervision No. 1 – standardized operation of listed companies on the main board; There are no relevant circumstances specified in paragraph 2 of article 3.2.2 of self regulatory guidelines No. 1 – standardized operation of listed companies on the main board; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
2. Yu Chunshan, senior engineer of Hainan Province, born in 1977, without the right of permanent residence, senior engineer of China. He used to be a cadre and deputy department manager of China irrigation and drainage technology development company; Deputy director of the development strategy Department of the comprehensive services bureau of the Ministry of water resources (presiding over the work); Secretary of the Youth League Committee of the Ministry of water resources and Secretary General of the Youth Federation; Director of the general office and director of the Foreign Affairs Department of the comprehensive services bureau of the Ministry of water resources; Member of the preparatory group of China Water Investment Co., Ltd; Member of the Preparatory Leading Group of China water rights exchange and vice chairman of the Youth Federation of the Ministry of water resources; Senior management of Xinhua water resources Holding Group Co., Ltd; Executive of China Water Investment Co., Ltd. In the last five years, from July 2016 to January 2019, he successively served as the managing director, Secretary of the board of directors and chief executive of Silicon Valley paradise Industry Group Co., Ltd; From January 2019 to January 2020, he served as president of Silicon Valley paradise Industry Group Co., Ltd; From January 2020 to now, served as president of Xinlong Holding (Group) Company Ltd(000955) (Group) Co., Ltd; Served as a director of the Group Co., Ltd. (from 2020 to now); From May 2020 to now, he has served as the legal representative of Xinlong Holding (Group) Company Ltd(000955) (Group) Co., Ltd.
As of the date of this announcement, Mr. Yu Chunshan did not hold shares in the company and served as the chairman of Jiaxing paradise Silicon Valley Equity Investment Co., Ltd., the controlling shareholder of the company. It has no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the shares except Jiaxing paradise Silicon Valley Equity Investment Co., Ltd. and has not been punished by China Securities Regulatory Commission, stock exchange and other departments in the past three years, It is not a dishonest person who has not been 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 persons subject to execution by the people’s court; There is no circumstance that the director or supervisor shall not be nominated as specified in paragraph 1 of article 3.2.2 of the guidelines for self regulatory supervision No. 1 – standardized operation of listed companies on the main board; There are no relevant circumstances specified in paragraph 2 of article 3.2.2 of self regulatory guidelines No. 1 – standardized operation of listed companies on the main board; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
3. Zhang Sheng, male, born in October 1987, Chinese nationality, without permanent residency abroad, master’s degree. From September 2011 to may 2013, worked in Fangda law firm; Since June 2013, he has worked in Silicon Valley paradise Industry Group Co., Ltd., successively served as general manager, investment director and managing director of risk management department, and President of Paradise Silicon Valley Asset Management Group Co., Ltd. As of the date of this announcement, Mr. Zhang Sheng did not hold Xinlong Holding (Group) Company Ltd(000955) shares. He served as the director of Xinlong Holding (Group) Company Ltd(000955) controlling shareholder Jiaxing paradise Silicon Valley Equity Investment Co., Ltd., the managing director of Silicon Valley paradise Industry Group Co., Ltd. controlled by the actual controller, and the president of Paradise Silicon Valley Asset Management Group Co., Ltd. controlled by him, It has no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company, has not been punished by the CSRC, stock exchanges and other departments in the past three years, has not been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or has been included in the list of dishonest Executees by the people’s court, He is not the person who has broken his promise; There is no circumstance that the director or supervisor shall not be nominated as specified in paragraph 1 of article 3.2.2 of the guidelines for self regulatory supervision No. 1 – standardized operation of listed companies on the main board; There are no relevant circumstances specified in paragraph 2 of article 3.2.2 of self regulatory guidelines No. 1 – standardized operation of listed companies on the main board; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
4. Huang Yang, female, born in December 1986, Chinese nationality, without permanent residency abroad, graduate degree. From June 2009 to June 2011, he worked for the search for commonground foundation in the United States. Since August 2011, he has worked in Silicon Valley paradise Industry Group Co., Ltd. and successively served as deputy general manager and investment director of investment management department.
As of the date of this announcement, Ms. Huang Yang did not hold Xinlong Holding (Group) Company Ltd(000955) shares and served as the investment director of Silicon Valley paradise Industry Group Co., Ltd. controlled by Xinlong Holding (Group) Company Ltd(000955) actual controller. In addition, she held
