Securities code: Oceanwide Holdings Co.Ltd(000046) securities abbreviation: Oceanwide Holdings Co.Ltd(000046) Announcement No.: 2022032 Oceanwide Holdings Co.Ltd(000046)
Announcement of resolutions of the 49th interim meeting of the 10th 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.
Oceanwide Holdings Co.Ltd(000046) (hereinafter referred to as “the company”) the 49th interim meeting of the 10th board of directors was held by means of communication voting. The voting deadline was March 14, 2022. The meeting notice and meeting documents were sent by e-mail on March 9, 2022. At the meeting, 9 votes were issued to all directors and 9 were withdrawn. The meeting complies with the provisions of the company law of the people’s Republic of China and the articles of association, and the resolutions formed by voting are legal and effective.
The following proposals were considered and adopted one by one at this meeting:
1、 Proposal on the prediction of the company’s daily connected transactions in 2022 (consent: 3 votes, opposition: 0 votes, abstention: 0 votes)
According to the production and operation needs of the enterprise and relevant regulatory regulations, the company has made a reasonable prediction on the daily connected transactions between the company and its holding subsidiaries and related parties in 2022. After deliberation at this meeting, the board of directors of the company agreed to the above daily related party transactions.
According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, six directors of the company, Luan Xianzhou, Fang Zhou, Zhang Jianjun, Zang Wei, Liu Guosheng and pan Ruiping, have served in the controlling shareholder China Oceanwide Holdings Co.Ltd(000046) Group Co., Ltd. (hereinafter referred to as “China oceanwide”) and its affiliated units, or their positions have been recommended by China oceanwide, Become the affiliated director of this transaction. When the board of directors considered the proposal, the above connected directors avoided voting, and three non connected directors, Chen Feifei, Yan Fasan and Tang Jianxin (all independent directors of the company), participated in the voting. The non connected directors unanimously agreed to the proposal.
The independent directors of the company recognized the above related party transactions in advance and expressed independent opinions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the announcement on estimation of daily connected transactions in Oceanwide Holdings Co.Ltd(000046) 2022 disclosed by the company on the same day.
2、 Proposal on Authorizing overseas subsidiaries to invest in fixed income products (consent: 9 votes, opposition: 0 votes, abstention: 0 votes)
After deliberation at this meeting, the board of directors of the company agreed to authorize the overseas subsidiaries of the company Oceanwide Holdings Co.Ltd(000046) International Capital Co., Ltd. and Oceanwide Holdings Co.Ltd(000046) international 2017 Co., Ltd. to invest in fixed income products with a total amount of no more than RMB 1.5 billion.
See the announcement of Oceanwide Holdings Co.Ltd(000046) on Authorizing overseas subsidiaries to invest in fixed income products disclosed by the company on the same day for details.
3、 Proposal on adding Kong Aiguo as an independent director of the 10th board of directors of the company (consent: 9 votes, opposition: 0 votes, abstention: 0 votes)
Chen Feifei, an independent director of the company, whose term of office has expired for 6 years, can no longer serve as an independent director of the company in accordance with the requirements of relevant regulatory rules. The nomination committee of the 10th board of directors of the company recommends that Kong Aiguo (see the attachment for resume) be nominated as the candidate for independent director of the 10th board of directors of the company.
After deliberation at this meeting, the board of directors of the company agreed to add Kong Aiguo as an independent director candidate of the 10th board of directors of the company, and the term of office is the same as that of the 10th board of directors.
Kong Aiguo has obtained the qualification certificate of independent director in accordance with the relevant regulatory rules. After his qualification and independence are reviewed by Shenzhen Stock Exchange and have no objection, it will be submitted to the general meeting of shareholders of the company for deliberation.
Kong Aiguo has made a written commitment to accept the nomination, promised that the candidate information publicly disclosed is true, accurate, complete and qualified for the post, and guaranteed to earnestly perform his duties after being elected. Kong Aiguo does not hold shares of the company at present. If he holds shares subsequently, he will manage his shares of the company in strict accordance with the requirements of relevant regulatory rules and relevant regulations of the company.
The independent directors of the company have expressed their independent opinions on this proposal in accordance with the articles of association, the working system of independent directors of the company and other relevant provisions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the announcement of Oceanwide Holdings Co.Ltd(000046) on resignation of independent directors upon expiration of their term of office and by election of independent directors disclosed by the company on the same day.
4、 Proposal on the mutual guarantee amount provided by the company’s holding subsidiaries in 2022 (consent: 9 votes, opposition: 0 votes, abstention: 0 votes)
After deliberation at this meeting, the board of directors of the company agreed to the amount of mutual guarantee between the company’s holding subsidiaries in 2022, and agreed to authorize the chairman of the company to approve the specific matters of mutual guarantee between the company’s holding subsidiaries within the scope of the above amount on the premise that the general meeting of shareholders approved the above guarantee matters, The validity period is one year from the date of deliberation and approval by the general meeting of shareholders of the company. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the announcement of Oceanwide Holdings Co.Ltd(000046) on the mutual guarantee amount provided by the company’s holding subsidiaries in 2022 disclosed by the company on the same day.
5、 Proposal on convening the third extraordinary general meeting of shareholders of the company in 2022 (consent: 9 votes, opposition: 0 votes, abstention: 0 votes)
After deliberation at this meeting, the board of directors of the company agreed to hold the third extraordinary general meeting of shareholders of the company in 2022 at 14:30 p.m. on Wednesday, March 30, 2022 in the conference room on the second floor of oceanwide international sales office at the southeast corner of Chaoyang Park Bridge, Chaoyang District, Beijing. The meeting will adopt the voting method of combining on-site voting and online voting.
The meeting will consider the following proposals:
(I) proposal on the prediction of the company’s daily connected transactions in 2022;
(II) proposal on adding Kong Aiguo as an independent director of the 10th board of directors of the company; (III) proposal on the mutual guarantee amount provided by the company’s holding subsidiaries in 2022;
(IV) proposal on adding Luo as the shareholder representative supervisor of the 10th board of supervisors of the company. The above proposals (I), (II) and (III) have been deliberated and adopted at the 49th interim meeting of the 10th board of directors, and the proposal (IV) has been deliberated and adopted at the 26th interim meeting of the 10th board of supervisors.
The above proposal (III) is a special proposal, which can be adopted only with the consent of more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders; Other proposals are ordinary proposals, which can be passed only with the consent of more than half of the voting rights held by the shareholders attending the general meeting of shareholders.
The above proposal (I) is a connected transaction, and the relevant connected shareholders must waive their voting rights on the proposal at the general meeting of shareholders, and shall not exercise their voting rights on behalf of other shareholders.
The registration date of the shareholders’ meeting is February 23, 2023.
For details, please refer to the notice of Oceanwide Holdings Co.Ltd(000046) on convening the third extraordinary general meeting of shareholders in 2022 disclosed by the company on the same day.
It is hereby announced.
Attachment: resume of Kong Aiguo
Oceanwide Holdings Co.Ltd(000046) board of directors March 15, 2002
enclosure:
Resume of Kong Aiguo
Mr. Kong Aiguo, Ph.D. in economics, is currently a professor and doctoral supervisor of the school of management of Fudan University, and intends to be an independent director of the 10th board of directors of the company.
As of the disclosure date of this announcement, Kong Aiguo did not hold shares of the company, and there was no association relationship with other directors, supervisors, senior managers, shareholders and actual controllers holding more than 5% of the shares of the company; There are no circumstances specified in Article 146 of the company law; There is no case of being placed on file for investigation by judicial organs for suspected crimes or by the CSRC for suspected violations of laws and regulations, and there is no case of being banned from the securities market by the CSRC or publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; In the past three years, it has not been subject to administrative punishment by the CSRC, nor has it been publicly condemned or criticized by the stock exchange. The company inquired and confirmed on the website of the Supreme People’s court that it does not belong to the “dishonest executee”. Kong Aiguo meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant regulations.
