Securities code: 301027 securities abbreviation: Hualan Group Co.Ltd(301027) Announcement No.: 2022-003 Hualan Group Co.Ltd(301027)
Announcement on the general election of the board of directors of the company
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.
Since the term of office of the third board of directors of Hualan Group Co.Ltd(301027) (hereinafter referred to as “the company” and ” Hualan Group Co.Ltd(301027) “) has expired, the company conducts the general election of the board of directors in accordance with relevant procedures in accordance with the company law, the standards for corporate governance of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem and other laws and regulations and the articles of association.
The company held the 27th meeting of the third board of directors on January 5, 2022, deliberated and adopted the proposal on the general election of the board of directors and the nomination of non independent director candidates of the Fourth Board of directors and the proposal on the general election of the board of directors and the nomination of independent director candidates of the Fourth Board of directors. Approved by the nomination committee of the board of directors, the board of directors 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; Nominate Mr. Yuan Zhangzheng and Ms. Chi Zhaomei as candidates for independent directors of the Fourth Board of directors of the company (see the appendix for the resumes of the above candidates). The independent directors of the company reviewed the resumes, qualifications and nomination procedures of director candidates and expressed their agreed independent opinions.
The nomination committee of the board of directors of the company has verified the qualifications of the above candidates and confirmed that the above candidates are qualified to serve as directors of listed companies and meet the relevant qualifications. 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; Candidates for independent directors shall be reported to Shenzhen stock exchange for filing and review, and can be submitted to the general meeting of shareholders for deliberation only after there is no objection.
According to the provisions of the company law and the articles of association, the matters of the general election of the board of directors still need to be considered by the general meeting of shareholders of the company, and the cumulative voting system shall be adopted. The term of office of the Fourth Board of directors of the company is three years from the date of deliberation and approval by the general meeting of shareholders of the company. Among the above candidates for directors, the total number of directors concurrently serving as senior managers of the company does not exceed one-half of the total number of directors of the company, the number of independent directors is not less than one-third of the total number of members of the board of directors, and there is no case of re-election of independent directors of the company for more than six years, The number of independent director candidates nominated by the board of directors of the company as independent directors of listed companies shall not exceed 5. In order to ensure the normal operation of the board of directors, before the new board of directors takes office, the directors of the third board of directors of the company will continue to faithfully and diligently perform their duties and responsibilities in accordance with laws, regulations, the articles of association and other relevant provisions. The company expresses its heartfelt thanks to all directors of the third board of directors for their contributions to the company during their tenure!
Attachment: resume of candidates for the Fourth Board of directors
It is hereby announced.
Hualan Group Co.Ltd(301027) attachment of the board of directors on January 5, 2022: I. resume of non independent director candidates
Lei Xiang: male, born in October 1957, Chinese nationality, without overseas permanent residency, with doctoral degree, Bachelor of Engineering in industrial and civil architecture and master of Engineering in architectural design of Chongqing Institute of Architectural Engineering (now Chongqing University), doctor of Engineering in urban planning and design of Tongji University, and professor level senior planner. From January 1982 to September 1983, he worked as an assistant architect in Chengdu China State Construction Engineering Corporation Limited(601668) southwest Design Institute; From September 1986 to June 1988, he successively served as a teaching assistant and lecturer in Chongqing Institute of architecture and Engineering (now Chongqing University); From June 1988 to August 1991, served as the chief section member of the general office of Hainan Provincial People’s government; From August 1991 to October 1993, he served as deputy director of Haikou Planning Bureau, Hainan Province; From October 1993 to June 1998, he served as director of the Planning Bureau of Beihai City, Guangxi Zhuang Autonomous Region (including Deputy Secretary General of the people’s Government of Beihai City, Guangxi Zhuang Autonomous Region from July 1996 to March 1998); From June 1998 to October 1998, he served as deputy director of the Construction Department of Guangxi Zhuang Autonomous Region; From October 1998 to April 2000, he served as vice mayor of Guilin City, Guangxi Zhuang Autonomous Region; From April 2000 to January 2007, he served as president of Guangxi architectural comprehensive design and Research Institute; From January 2007 to January 2013, he served as chairman and general manager of Hualan design (Group) Co., Ltd. (hereinafter referred to as “Hualan design”); From February 2013 to December 2018, served as the chairman of Hualan design; Since May 2012, he has served as chairman and general manager in Hualan Group Co.Ltd(301027) . He is currently the chairman and general manager of Hualan Group Co.Ltd(301027) , the director of Hualan design, the chairman of Guangxi Futeng Investment Co., Ltd., the chairman of Huazhi Sports Industry Co., Ltd., the director of Guangxi Hualan Engineering Management Co., Ltd. (hereinafter referred to as “Hualan Engineering”) and the director of Guangxi Nayuan Tourism Investment Co., Ltd.
As of the disclosure date of this announcement, Mr. Lei Xiang holds 16405300 shares of the company, accounting for 11.16% of the total shares of the company. He is the largest shareholder of the company and one of the actual controllers, and has no relationship with other directors, supervisors and senior managers of the company; There are no circumstances specified in Article 146 of the company law; Not prohibited from entering the securities market by the CSRC; Not publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; No administrative penalty imposed by the CSRC in the last three years; It has not been publicly condemned or criticized by the stock exchange in the past three years; Not being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations; There are no circumstances specified in articles 3.2.4 and 3.2.5 of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange; It does not belong to the “dishonest executee”.
Zhao Cheng: born in June 1963, Chinese nationality, without overseas permanent residency, bachelor degree, Bachelor of Engineering in architectural structure engineering of Nanjing Institute of Technology (now Southeast University), professor level senior engineer and class I registered structural engineer. From July 1985 to January 2007, he successively served as designer, deputy director of four institutes, director of five institutes and vice president of Guangxi architectural Comprehensive Design Institute; From January 2003 to November 2013, served as the chairman of Nanning yingtu Design Service Co., Ltd; From January 2007 to January 2013, he served as executive deputy general manager of Hualan design; From January 2007 to now, he has served as a director of Hualan design; From September 2012 to now, he has successively served as general manager and chairman of Hualan engineering; Since May 2012, he has served as a director in Hualan Group Co.Ltd(301027) ; From August 2013 to November 2016, served as the chairman of Guangxi Hualan Geotechnical Engineering Co., Ltd; From January 2017 to now, he has successively served as deputy general manager and executive deputy general manager in Hualan Group Co.Ltd(301027) . He is currently Hualan Group Co.Ltd(301027) director and executive deputy general manager, director of Hualan design, chairman of Hualan engineering, etc.
As of the disclosure date of this announcement, Mr. Zhao Cheng holds 5.8276 million shares of the company, accounting for 3.96% of the total shares of the company. He is one of the actual controllers and has no relationship with other directors, supervisors and senior managers of the company; There are no circumstances specified in Article 146 of the company law; Not prohibited from entering the securities market by the CSRC; Not publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; No administrative penalty imposed by the CSRC in the last three years; It has not been publicly condemned or criticized by the stock exchange in the past three years; Not being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations; There are no circumstances specified in articles 3.2.4 and 3.2.5 of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange; It does not belong to the “dishonest executee”.
Mo Hongda: male, born in April 1978, Chinese nationality, without overseas permanent residency, master’s degree, Bachelor of architecture of Huazhong University of science and technology, master of Engineering in the field of architecture and civil engineering of Chongqing University, master of Business Administration for senior managers of Guangxi University, professor level senior engineer and class I registered architect. From July 2001 to December 2004, engaged in design work in the first Architectural Institute of Guangxi architectural comprehensive design and Research Institute; From December 2004 to January 2007, he successively served as assistant general manager and deputy general manager of Beijing Hualan times Architectural Design Consulting Co., Ltd; From January 2007 to now, he has successively served as deputy director of the fourth Design Institute of Architectural Design Institute, deputy director of the Research Institute, director of the Research Institute, vice president of the Research Institute, President, deputy general manager and general manager of the Research Institute in Hualan design; From January 2017 to December 2018, served as secretary of the board of directors in Hualan Group Co.Ltd(301027) ; Since December 2018, he has served as a director in Hualan Group Co.Ltd(301027) ; From December 2019 to now, he has served as a director of Hualan engineering. At present, he is a director of Hualan Group Co.Ltd(301027) , general manager of Hualan design, director of Hualan engineering, etc.
As of the disclosure date of this announcement, Mr. Mo Hongda holds 956600 shares of the company, accounting for 0.65% of the total shares of the company. He is one of the actual controllers and has no relationship with other directors, supervisors and senior managers of the company; There are no circumstances specified in Article 146 of the company law; Not prohibited from entering the securities market by the CSRC; Not publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; No administrative penalty imposed by the CSRC in the last three years; It has not been publicly condemned or criticized by the stock exchange in the past three years; Not being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations; There are no circumstances specified in articles 3.2.4 and 3.2.5 of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange; It does not belong to the “dishonest executee”.
Xu Hongtao: male, born in July 1974, Chinese nationality, without overseas permanent residency, master’s degree, Bachelor of Engineering in architecture of Southeast University, master of architectural design of Tsinghua University, doctor of architectural design and theory of Xi’an University of architecture and technology, professor level senior engineer and first-class registered architect. From August 1997 to September 2002, he worked as a designer of Architectural Institute in Guangxi comprehensive design and Research Institute; From July 2005 to January 2007, he served as deputy general manager of Beijing Hualan times Architectural Design Co., Ltd; From February 2007 to now, he has successively served as director of the fourth Institute of architecture, director of project planning center, director of Xu Hongtao studio and chief architect in Hualan design; From January 2019 to now, served as Hualan Group Co.Ltd(301027) general manager assistant. At present, he is the chief architect of Hualan design, director of Xu Hongtao studio, assistant general manager of Hualan Group Co.Ltd(301027) and so on.
As of the disclosure date of this announcement, Mr. Xu Hongtao has no relationship with other directors, supervisors and senior managers of the company and holds 466500 shares of the company, accounting for 0.32% of the total shares of the company,; There are no circumstances specified in Article 146 of the company law; Not prohibited from entering the securities market by the CSRC; Not publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; No administrative penalty imposed by the CSRC in the last three years; It has not been publicly condemned or criticized by the stock exchange in the past three years; Not being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations; There are no circumstances specified in articles 3.2.4 and 3.2.5 of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange; It does not belong to the “dishonest executee”. 2、 Resume of independent director candidates
Official seal of Yuan: male, born in July 1974, Chinese nationality, without overseas permanent residency, master’s degree, Bachelor of law from Southwest University of political science and law and master of law from Wuhan University. July 1996 to March 1998
Successively served as director and senior partner of Guangxi guiyuntian law firm; From September 2012 to August 2019, he served as a lawyer, executive member and senior partner in Beijing Dacheng (Nanning) law firm; From June 2014 to may 2020, he served as an independent director of Liuzhou Iron and Steel Co., Ltd; Since January 2018, he has served as an independent director in Nanfang Black Sesame Group Co.Ltd(000716) ; From May 2019 to now, served as chairman and manager of Guangxi zhidier Investment Consulting Group Co., Ltd; Since June 2020, he has served as an independent director in Hualan Group Co.Ltd(301027) . He is currently the chairman and general manager of Guangxi zhideer bankruptcy liquidation Co., Ltd., the chairman and general manager of Guangxi Ruizhuo finance and Taxation Service Co., Ltd., and the executive director and manager of Guangxi ruisidun Legal Service Co., Ltd.
As of the disclosure date of this announcement, there is no relationship between Mr. Yuan Zhangzheng and the company, the actual controller of the company, the controlling shareholder, shareholders holding more than 5% of the shares and other directors, supervisors and senior managers; Not holding shares of the company; He has not been punished by China Securities Regulatory Commission and other relevant departments and the stock exchange, and his qualification meets the relevant provisions of the company law and the articles of association. He is not subject to the circumstances specified in articles 3.2.4 and 3.2.5 of the guidelines for the standardized operation of companies listed on the gem of Shenzhen stock exchange. He is not a dishonest person.
Chi Zhaomei: female, born in April 1971, Chinese nationality, without permanent residency abroad, doctor, Professor of accounting, senior accountant. From July 1993 to July 1998, he worked in Guangxi Commercial College; From August 1998 to August 1999, served as deputy director of Guangxi Qiushi certified public accountants; From August 1999 to July 2003, he served as deputy director of Guangxi College of Commerce; from January 2006 to October 2008, he worked in Guangxi University of Finance and economics; from November 2008 to September 2016, he successively served as vice president of the school of accounting and auditing of Guangxi University of Finance and economics; Vice president and President of the Institute of International Education
