Securities code: 002676 securities abbreviation: Guangdong Sunwill Precising Plastic Co.Ltd(002676) Announcement No.: 2022-002 Guangdong Sunwill Precising Plastic Co.Ltd(002676)
Announcement of resolutions of the 9th (Interim) meeting of the 5th 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
The notice of the ninth (Interim) meeting of the Fifth Board of directors (hereinafter referred to as “the company”) was sent to the directors, supervisors and senior managers of the company by mail and written service on December 30, 2021. The meeting was held at 10:30 a.m. on December 31, 2021 in the company’s conference room by means of on-site combined with communication voting. The meeting should have 5 directors, 5 actual directors and 5 directors participating in the voting. As Ms. Mo Qiyan, the former chairman of the company, has submitted an application for resignation to the board of directors, but her resignation has led to the number of members of the board of directors being lower than the minimum quorum, she still needs to perform her duties as a director until the date of by election of new directors at the general meeting of shareholders. The meeting is now jointly elected by more than half of the directors of the company and presided over by the former chairman, Ms. Mo Qiyan. The notice, convening, convening and voting procedures of the meeting comply with the provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
1. Deliberated and adopted the proposal on compensation for senior managers’ resignation;
Due to the change of the company’s largest shareholder on December 10, 2021, relevant senior managers need to be adjusted according to the company’s future strategic development plan. Therefore, Ms. Mo Qiyan, President of the company, Mr. Cheng Zaiyu, vice president, and Ms. Zhang Donghong, financial director, applied to the board of directors of the company for resignation from their senior management positions, and resigned from all positions held in the company and its subsidiaries (including legal representative). During their tenure, the above-mentioned senior managers have made significant contributions to the development of the company. In view of this special situation, in order to do a good job in the relevant resignation compensation of senior managers, the remuneration and assessment committee of the board of directors of the company proposed the resignation compensation of senior managers and submitted the matter to the board of directors of the company for deliberation, After deliberation, the board of directors of the company passed the proposal on resignation compensation for senior managers, and agreed to pay resignation compensation, non competition compensation and information confidentiality fee with a total amount of no more than 13.6 million yuan to the resigned senior managers. The specific matters and amount shall be calculated and distributed by the relevant departments of the company.
The independent directors of the company have expressed independent opinions on this proposal. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the articles of association, the resignation compensation of senior managers does not need to be submitted to the general meeting of shareholders for deliberation, and takes effect after being deliberated and approved by the board of directors.
Due to the absence of the company’s management personnel due to the resignation of the above senior managers, in order to ensure the normal operation of the company’s operation and management, Ms. Mo Qiyan, the former president, Mr. Cheng Zaiyu, the former vice president, and Ms. Zhang Donghong, the former financial director, continue to perform the duties of the company’s senior managers until January 20, 2022.
Voting results: 4 affirmative votes, 0 negative votes, 0 abstention votes, 1 withdrawal vote, and Ms. Mo Qiyan, a related director, withdrew from voting.
2. The proposal on the by election of non independent directors of the Fifth Board of directors was reviewed and adopted;
According to the company’s future strategic development plan, relevant directors need to adjust. Therefore, Ms. Mo Qiyan, the chairman of the board of directors, Mr. Cheng Zaiyu and Mr. Li Lanting, the director of the company, applied to resign from the corresponding positions of director (Chairman) of the Fifth Board of directors and member of the special committee of the board of directors. In accordance with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of directors, After the nomination of the largest shareholder Guangzhou Development Zone Zhizao Industry Investment Co., Ltd. and the qualification examination of the candidates for non independent directors by the nomination committee of the Fifth Board of directors of the company, the board of directors of the company agreed to nominate Mr. Zhang Fang, Ms. Chen Dongyun and Ms. Xu Yidan as the candidates for non independent directors of the Fifth Board of directors of the company (see the annex for the resumes of the above candidates). The term of office starts from the date of deliberation and approval by the general meeting of shareholders of the company to the date of expiration of the term of office of the Fifth Board of directors.
Specific voting conditions of the proposal:
1.01 elect Mr. Zhang Fang as a non independent director of the 5th board of directors
Voting results: 5 in favor, 0 against, 0 abstention and 0 avoidance.
1.02 elect Ms. Chen Dongyun as a non independent director of the Fifth Board of directors
Voting results: 5 in favor, 0 against, 0 abstention and 0 avoidance.
1.03 elect Ms. Xu Yidan as a non independent director of the 5th board of directors
Voting results: 5 in favor, 0 against, 0 abstention and 0 avoidance.
Among the candidates for directors of the 5th board of directors of the company, the total number of directors concurrently serving as senior managers of the company and employees’ representatives shall not exceed half of the total number of directors of the company.
The independent directors of the company have expressed independent opinions on this proposal and believe that the nomination procedures for non independent director candidates of the Fifth Board of directors of the company comply with relevant regulations. The qualifications of non independent directors meet the requirements for serving as non independent directors of listed companies and are competent for the duties of the positions they are employed. There is no situation where they are prohibited by the company law and the articles of association, and there is no situation where they are determined by the CSRC to be prohibited from entering the market and the prohibition has not been lifted. It is agreed that the candidates for non independent directors of the 5th board of directors of the company shall be submitted to the general meeting of shareholders for election.
The proposal must be submitted to the general meeting of shareholders of the company for deliberation, and the election of non independent directors will be voted by cumulative voting system.
3. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was reviewed and adopted.
The board of directors of the company decided to hold the first extraordinary general meeting of shareholders in 2022 at 14:30 on Thursday, January 20, 2022. The meeting place is the meeting room on the second floor of the company (No. 6, Keyuan 1st Road, high tech Zone (Ronggui), Shunde District, Foshan City), and the equity registration date is Friday, January 14, 2022. The meeting will be held by combining on-site voting and online voting.
For details, please refer to China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo.com on the same day as this announcement（ http://www.cn.info.com..cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed.
Voting results: 5 in favor, 0 against, 0 abstention and 0 avoidance.
3、 Documents for future reference
1. Guangdong Sunwill Precising Plastic Co.Ltd(002676) resolution of the ninth (Interim) meeting of the Fifth Board of directors 2. Guangdong Sunwill Precising Plastic Co.Ltd(002676) independent directors’ independent opinions on relevant matters of the ninth (Interim) meeting of the Fifth Board of directors
It is hereby announced.
Guangdong Sunwill Precising Plastic Co.Ltd(002676) attachment of the board of directors on January 4, 2022:
Guangdong Sunwill Precising Plastic Co.Ltd(002676)
Resume of candidates for the 5th board of directors
Mr. Zhang Fang, born in September 1984, Chinese nationality, without permanent residency abroad, graduated from Sun Yat sen University with a master’s degree. He is now the deputy general manager of Guangzhou Development Zone Investment Group Co., Ltd. At present, he is also the chairman of Guangzhou suikai Equity Investment Co., Ltd., the chairman of Guangzhou Development Zone Zhizao Industry Investment Co., Ltd., the vice chairman of Guangzhou International Business Incubator Co., Ltd. and the director of Wanlian Securities Co., Ltd. He has successively served as deputy director of the investment center of Guangzhou Development Zone Business Development Group Co., Ltd. and manager of the investment management department of Guangzhou Development Zone State owned assets investment company.
Mr. Zhang Fang does not hold the company’s shares. Except as the chairman of the board of the company’s largest shareholder, he has no relationship with other shareholders holding more than 5% of the company’s shares, actual controllers and other directors, supervisors and senior managers. He is not allowed to serve as a director and director of the company in accordance with Article 146 of the company law and the articles of association The situation of senior managers has not been determined as prohibited by the CSRC and the prohibition has not been lifted, nor has they been punished by the CSRC and other relevant departments or the stock exchange.
According to the company’s inquiry on the website of the Supreme People’s court, Mr. Zhang Fang is not a “dishonest executee”.
Ms. Chen Dongyun, born in December 1985, Chinese nationality, without overseas permanent residency, has a master’s degree and graduated from Peking University. He is now the senior director of the investment management department of Guangzhou Development Zone Investment Group Co., Ltd. He has successively served as the senior director of the strategic management department of Guangzhou Yuexiu Financial Holding Group Co., Ltd. and the operation management director of the strategic management department of Guangzhou Securities Co., Ltd.
Ms. Chen Dongyun does not hold the company’s shares, has no relationship with the shareholders and actual controllers holding more than 5% of the company’s shares and other directors, supervisors and senior managers, and is not allowed to serve as the company’s directors and senior managers as stipulated in Article 146 of the company law and the articles of association, There is no case where the CSRC has determined that the market entry is prohibited and the prohibition has not been lifted, nor has it been punished by the CSRC and other relevant departments or the stock exchange.
According to the company’s inquiry on the website of the Supreme People’s court, Ms. Chen Dongyun is not a “dishonest executee”.
Ms. Xu Yidan, born in December 1990, Chinese nationality, without overseas permanent residency, bachelor degree, Chinese certified public accountant. At present, he is the director of the group finance department of Guangzhou Development Zone Investment Group Co., Ltd., the financial director of Guangzhou development investment meihui Holding Co., Ltd. and the financial director of Guangzhou development investment Junhui Holding Co., Ltd. He has successively served as deputy general manager of Guangdong Kefa Asset Management Co., Ltd., financial director of Guangzhou Development Zone Construction Investment Co., Ltd., financial director of Guangzhou Development Zone Meigu Industrial Investment Co., Ltd. and financial director of Guangzhou suikai logistics supply chain Co., Ltd.
Ms. Xu Yidan does not hold the company’s shares, has no relationship with the shareholders and actual controllers holding more than 5% of the company’s shares and other directors, supervisors and senior managers, and is not allowed to serve as the company’s directors and senior managers as stipulated in Article 146 of the company law and the articles of association, There is no case where the CSRC has determined that the market entry is prohibited and the prohibition has not been lifted, nor has it been punished by the CSRC and other relevant departments or the stock exchange.
After the company’s inquiry on the website of the Supreme People’s court, Ms. Xu Yidan is not a “dishonest executee”.
