Securities code: 301027 securities abbreviation: Hualan Group Co.Ltd(301027) Announcement No.: 2022-001 Hualan Group Co.Ltd(301027)
Announcement on resolutions of the 27th meeting of the third 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
Hualan Group Co.Ltd(301027) (hereinafter referred to as "the company") held the 27th meeting of the third board of directors on January 5, 2022 by combining on-site and communication. The meeting notice and relevant meeting materials have been delivered to all directors by telephone and e-mail on January 3, 2022. The meeting was presided over by Mr. Lei Xiang, chairman of the company. There were 6 directors who should attend the meeting and 6 directors who actually attended the meeting. The directors who participated by means of communication were yuan's official seal. All supervisors and some senior managers of the company attended the meeting as nonvoting delegates. The convening and convening procedures of the meeting comply with the provisions of the company law, the articles of association and relevant laws and regulations, and the meeting is legal and effective.
2、 Deliberations of the board meeting
After careful discussion and deliberation by the directors attending the meeting, the following proposals were adopted by open ballot:
1. The proposal on general election of the board of directors and nomination of candidates for non independent directors of the Fourth Board of directors was deliberated and adopted
The term of office of the third board of directors of the company has expired. In accordance with the company law, the guidelines for the governance of listed companies and other laws and regulations and the relevant provisions of the articles of association, the board of directors of the company will be elected. After being reviewed and approved by the nomination committee of the board of directors, the board of directors of the company nominated Mr. Lei Xiang, Mr. Zhao Cheng, Mr. Mo Hongtao and Mr. Xu Hongtao as candidates for non independent directors of the Fourth Board of directors of the company. The term of office of the non independent directors of the Fourth Board of directors shall be three years from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. The voting details are as follows:
1.1 proposal on nominating Mr. Lei Xiang as a candidate for non independent director of the Fourth Board of directors of the company
Voting result: 6 affirmative votes; No negative votes; No abstentions.
1.2 proposal on nominating Mr. Zhao Cheng as a candidate for non independent director of the Fourth Board of directors of the company
Voting result: 6 affirmative votes; No negative votes; No abstentions.
1.3 proposal on nominating Mr. Mo Hongda as a candidate for non independent director of the Fourth Board of directors of the company
Voting result: 6 affirmative votes; No negative votes; No abstentions.
1.4 proposal on nominating Mr. Xu Hongtao as a candidate for non independent director of the Fourth Board of directors of the company
Voting result: 6 affirmative votes; No negative votes; No abstentions.
According to relevant regulations, in order to ensure the normal operation of the board of directors, the original directors of the company still perform their duties in accordance with relevant laws and regulations and the articles of association before the new directors take office.
The independent directors of the company expressed their independent opinions. See details disclosed on cninfo.com.cn on the same day Announcement on the general election of the board of directors of the company and relevant announcements. The proposal shall be submitted to the general meeting of shareholders for deliberation, and the cumulative voting system shall be adopted to vote each candidate item by item.
2. The proposal on general election of the board of directors and nomination of independent director candidates for the Fourth Board of directors was deliberated and adopted
The term of office of the third board of directors of the company has expired. In accordance with the company law, the guidelines for the governance of listed companies and other laws and regulations and the relevant provisions of the articles of association, the board of directors of the company will be elected. Approved by the nomination committee of the board of directors, the board of directors of the company nominated Mr. Yuan Gongzheng and Ms. Chi Zhaomei as candidates for independent directors of the Fourth Board of directors of the company. The term of office of the independent directors of the Fourth Board of directors shall be three years from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. The voting details are as follows:
2.1 proposal on nominating Mr. Yuan Zhangzheng as an independent director candidate of the Fourth Board of directors of the company
Voting result: 6 affirmative votes; No negative votes; No abstentions.
2.2 proposal on nominating Ms. Chi Zhaomei as an independent director candidate of the Fourth Board of directors of the company
Voting result: 6 affirmative votes; No negative votes; No abstentions.
According to relevant regulations, in order to ensure the normal operation of the board of directors, the original directors of the company still perform their duties in accordance with relevant laws and regulations and the articles of association before the new directors take office.
The independent directors of the company expressed their independent opinions. See details disclosed on cninfo.com.cn on the same day Announcement on the general election of the board of directors of the company and relevant announcements. The independent director candidate of the Fourth Board of directors, Mr. Yuan Zhangzheng, has obtained the independent director qualification certificate recognized by Shanghai Stock Exchange, and Ms. Chi Zhaomei has obtained the independent director qualification certificate recognized by Shenzhen Stock Exchange; The qualification and independence of independent director candidates shall be reported to Shenzhen stock exchange for filing and review, and shall not be submitted to the general meeting of shareholders for deliberation until there is no objection. The cumulative voting system shall be adopted to vote each candidate item by item. 3. The proposal on hiring an accounting firm in 2021 was deliberated and adopted
After deliberation, considering that the service contract between the company and Tianjian Certified Public Accountants (special general partnership) has expired, and comprehensively considering the company's future business development and cooperation needs, it is agreed to appoint Tianzhi International Certified Public Accountants (special general partnership) as the company's audit institution in 2021, with a total audit fee of 580000 yuan.
The independent directors of the company have issued the independent opinions approved and agreed in advance. See details disclosed on cninfo.com.cn on the same day Announcement on the proposed engagement of an accounting firm and related announcements.
Voting result: 6 affirmative votes; No negative votes; No abstentions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
4. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
After deliberation, it is agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 on January 21, 2022 to consider the matters to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company's website (www.cn. Info. Com.. CN.) on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed on the.
Voting result: 6 affirmative votes; No negative votes; No abstentions.
3、 Documents for future reference
1. Resolutions of the 27th meeting of the third board of directors;
2. Independent opinions of independent directors on matters related to the 27th meeting of the third board of directors;
3. Prior approval opinions of independent directors on matters related to the 27th meeting of the third board of directors. It is hereby announced.
Hualan Group Co.Ltd(301027) board of directors January 5, 2022
