Securities code: Xiamen Xindeco Ltd(000701) securities abbreviation: Xiamen Xindeco Ltd(000701) Announcement No.: 202211 Xiamen Xindeco Ltd(000701) announcement of resolutions of the 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、 Meetings of the board of directors
Xiamen Xindeco Ltd(000701) (hereinafter referred to as “the company” or ” Xiamen Xindeco Ltd(000701) “) the notice of the fourth meeting of the 11th board of directors in 2002 was sent in writing on March 7, 2022 and held by communication on March 10, 2022. There are 7 directors who should attend the meeting and 7 directors who actually attend the meeting. The meeting was presided over by the chairman, Mr. Li Zhihuang, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
After careful deliberation, the attending directors passed the following matters:
(I) deliberated and adopted the proposal on the election of directors of the 11th board of directors.
Voting: 7 in favor, 0 against and 0 abstention.
Due to work adjustment, the directors of the company, Mr. Guo Congming and Mr. Lin Ruijin, submitted a written resignation report to the board of directors of the company in recent days and applied for resignation from the position of director and the position of special committee of the board of directors. After resignation, they will not serve in the company. According to the relevant provisions of laws and regulations, normative documents and the articles of association, the resignation of directors will not cause the number of members of the board of directors to be lower than the minimum quorum and will not affect the normal operation of the board of directors. The resignation reports of Mr. Guo Congming and Mr. Lin Ruijin shall take effect from the date of serving on the board of directors.
As of the announcement date, Mr. Guo Congming and Mr. Lin Ruijin did not hold shares in the company. I would like to express my heartfelt thanks to Mr. Guo Ruijin for his smart contribution and development during his tenure in the board of directors of the company! It is agreed to nominate Mr. Chen Jinming and Mr. Zeng yuan as candidates for the 11th board of directors of the company, and the term of office is the same as that of the 11th board of directors. (see “Annex 1” for resumes of Mr. Chen Jinming and Mr. Zeng yuan)
The total number of directors held by the labor representative exceeds one-half of the total number of directors of the company.
The independent opinions of the independent directors on this proposal are published on cninfo.com.cn on March 11, 2022.
The proposal shall be submitted to the second extraordinary general meeting of shareholders of the company in 2002 for deliberation.
(II) deliberated and passed the proposal on the appointment of deputy general manager and chief financial officer of the company.
Voting: 7 in favor, 0 against and 0 abstention.
Due to work adjustment, Ms. Yu Lijie, deputy general manager and chief financial officer of the company, submitted a written resignation report to the board of directors of the company recently and applied for resignation from the post of deputy general manager and chief financial officer of the company. After resignation, she will not work in the company. In accordance with the relevant provisions of laws and regulations, normative documents and the articles of association, Ms. Yu Lijie’s resignation report shall take effect from the date of delivery to the board of directors.
As of the announcement date, Ms. Yu Lijie did not hold shares in the company. The company and the board of directors express their heartfelt thanks to Ms. Yu Lijie for her contribution to the development of the company during her tenure as deputy general manager and chief financial officer!
Agree to appoint Mr. Lin Weiqing as the deputy general manager and chief financial officer of the company, and the term of office is the same as that of the 11th board of directors of the company. (see “Annex 2” for the resume of Mr. Lin Weiqing)
Mr. Lin Weiqing, a former supervisor of the company, did not buy or sell shares of the company from his departure to his appointment as a senior manager of the company. As of the announcement date, Mr. Lin Weiqing did not hold shares in the company. After investigating Mr. Lin Weiqing’s professional background and experience, the board of Directors believes that he has the ability to serve as deputy general manager and chief financial officer of the company.
The independent opinions of the independent directors on this proposal are published on cninfo.com.cn on March 11, 2022.
(III) deliberated and passed the proposal on the appointment of the company’s deputy general manager.
Voting: 7 in favor, 0 against and 0 abstention.
It is agreed to appoint Mr. Gao Xinyan and Mr. Wang Xiaoshun as the deputy general managers of the company, and the term of office is the same as that of the 11th board of directors. (see “Annex 2” for resumes of Mr. Gao Xinyan and Mr. Wang Xiaoshun)
The independent opinions expressed by the independent directors of the proposal are published on cninfo.com.cn on March 11, 2022.
(IV) deliberated and adopted the proposal on appointing senior managers to act as the Secretary of the board of directors. Voting: 7 in favor, 0 against and 0 abstention.
Due to work adjustment, Mr. Chen Hong, deputy general manager and Secretary of the board of directors of the company, submitted a written resignation report to the board of directors of the company in recent days and applied for resignation from the position of deputy general manager and Secretary of the board of directors of the company. After resignation, he will not serve in the company. In accordance with the relevant provisions of laws and regulations, normative documents and the articles of association, Mr. Chen Hong’s resignation report shall take effect from the date of delivery to the board of directors.
As of the announcement date, the number of shares held by Mr. Chen Hong in the company is 425000 (400000 of which are equity incentive restricted shares that have been granted but not lifted). Mr. Chen Hong will work in a subsidiary of the company’s controlling shareholder Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd., and his restricted shares will still be granted in accordance with the procedures specified in the incentive plan before job change. Mr. Chen Hong will manage his shares in strict accordance with relevant laws and regulations, such as several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen stock exchange.
The company and the board of directors sincerely thank Mr. Chen Hong for his contribution to the development of the company during his tenure as deputy general manager and Secretary of the board of directors!
In accordance with the relevant provisions of the company law, the Listing Rules of Shenzhen Stock Exchange and the articles of association, in order to ensure the orderly development of the daily operation of the board of directors and the company’s information disclosure, during the vacancy of the Secretary of the board of directors, the board of directors of the company designated Wang Xiaoshun, the deputy general manager, to act as the Secretary of the board of directors, The company will appoint a new secretary of the board of directors as soon as possible in accordance with legal procedures.
(V) deliberated and passed the proposal on convening the second extraordinary general meeting of shareholders in 2002.
Voting: 7 in favor, 0 against and 0 abstention.
The company is scheduled to hold the second extraordinary general meeting of shareholders in 2002 on March 29, 2022.
See the notice of Xiamen Xindeco Ltd(000701) on convening the second extraordinary general meeting of shareholders in 2002 for the specific contents of this proposal, which was published in China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on March 11, 2022. The above proposal (I) shall be submitted to the second extraordinary general meeting of shareholders of the company in 2002 for deliberation.
3、 Documents for future reference 1. Resolutions of the fourth meeting of Xiamen Xindeco Ltd(000701) the 11th board of directors in 2002; 2. Independent director’s opinion. It is hereby announced.
Xiamen Xindeco Ltd(000701) board of directors March 11, 2002 Annex 1:
Resume of director candidates
Chen Jinming, male, was born in October 1963. He is currently the vice chairman of Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd., the chairman of zhonghongprin Group Co., Ltd., the director of Xiamen Itg Group Corp.Ltd(600755) and the director of Xiamen Itg Group Corp.Ltd(600755) Education Group Co., Ltd. He once served as deputy general manager of Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd., vice chairman and President of Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd., and chairman of Xiamen International Economic and Technological Cooperation Corporation of China.
Special note: Mr. Chen Jinming is currently the vice chairman of Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd., a shareholder holding more than 5%.
As of the announcement date, Mr. Chen Jinming did not hold shares of the company; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no circumstances listed in the company law, the articles of association and article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board that are not allowed to be nominated as directors, supervisors and senior managers of listed companies; The case has not been filed or investigated by the CSRC for suspected violation of the law; In addition to the above positions, there is no other related relationship with the controlling shareholders, shareholders holding more than 5% of the shares of the company, actual controllers, other directors, supervisors and senior managers of the company; It does not belong to the dishonest executee in the memorandum of cooperation on “building integrity and punishing dishonesty” jointly issued by eight ministries and commissions in 2014; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the exchange.
Zeng yuan, male, born in June 1981, holds a postgraduate degree and is a senior accountant. Now he is Xiamen Itg Group Corp.Ltd(600755) vice president and chief financial officer. He once served as deputy director of Xiamen Itg Group Corp.Ltd(600755) finance, general manager of finance department, general manager of capital department, general manager of financial management department of trade business department, deputy general manager of operation finance department, etc.
As of the announcement date, Mr. Zeng yuan did not hold shares of the company; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no circumstances listed in the company law, the articles of association and article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board that are not allowed to be nominated as directors, supervisors and senior managers of listed companies; There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for inspection by CSRC for suspected violations of laws and regulations, and there is no clear conclusion; In addition to the above positions, there is no other related relationship with the controlling shareholders, shareholders holding more than 5% of the shares of the company, actual controllers, other directors, supervisors and senior managers of the company; It does not belong to the dishonest executee in the memorandum of cooperation on “building integrity and punishing dishonesty” jointly issued by eight ministries and commissions in 2014; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the exchange.
Annex 2:
Resume of senior management
Lin Weiqing, male, born in October 1970, bachelor degree, senior accountant. He is currently the deputy general manager and chief financial officer of the company and Wuchan Zhongda Group Co.Ltd(600704) director. Former supervisor of the company, executive deputy general manager and chief financial officer of Xiamen Itg Group Corp.Ltd(600755) asset operation group Co., Ltd., general manager of financial management department and general manager of fund management department of Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd., deputy general manager of Xiamen Itg Group Corp.Ltd(600755) fund department, deputy general manager of finance department, etc.
As of the announcement date, Mr. Lin Weiqing did not hold shares of the company; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no circumstances listed in the company law, the articles of association and article 3.2.2 of the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board that may not be nominated as directors, supervisors and senior managers of listed companies; There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for inspection by CSRC for suspected violations of laws and regulations, and there is no clear conclusion; In addition to the above positions, there is no other related relationship with the controlling shareholders, shareholders holding more than 5% of the shares of the company, actual controllers, other directors, supervisors and senior managers of the company; It does not belong to the dishonest executee in the memorandum of cooperation on “building integrity and punishing dishonesty” jointly issued by eight ministries and commissions in 2014; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the exchange.
Gao Xin Yan, male, born in September 1977, bachelor degree, accountant. He is currently the deputy general manager of the company, the chairman of Xiamen Xindeco Ltd(000701) Information Technology Group Co., Ltd. and the director of Dongdian chemical (Xiamen) Electronics Co., Ltd. He once served as the assistant to the general manager of the company and the general manager of the capital department.
As of the announcement date, the number of shares of the company held by Mr. Yan Gaoxin is 300000 shares (all of which are equity incentive restricted shares that have been granted but have not been lifted); Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no circumstances listed in the company law, the articles of association and article 3.2.2 of the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board that may not be nominated as directors, supervisors and senior managers of listed companies; There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for inspection by CSRC for suspected violations of laws and regulations, and there is no clear conclusion; No relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company; It does not belong to the dishonest executee in the memorandum of cooperation on “building integrity and punishing dishonesty” jointly issued by eight ministries and commissions in 2014; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the exchange.
Wang Xiaoshun, male, born in October 1981, has a bachelor’s degree. He is currently the deputy general manager of the company and the general manager of the legal department. He once served as assistant to the general manager, supervisor, deputy general manager of the supply chain business department, deputy manager of the legal department, legal director, etc.
As of the announcement date, the number of shares held by Mr. Wang Xiaoshun in the company is 140000 shares (all of which are equity incentive restricted shares that have been granted but have not been lifted); Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no conditions listed in the company law, the articles of association and article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which are not allowed to be nominated as directors, supervisors and senior managers of listed companies
