Securities code: 002314 securities abbreviation: Shenzhen New Nanshan Holding (Group) Co.Ltd(002314) Announcement No.: 2022-003 Shenzhen new Shenzhen New Nanshan Holding (Group) Co.Ltd(002314) (Group) Co., Ltd
Announcement on resolutions of the 14th meeting of the 6th 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.
The notice of the 14th meeting of the 6th board of directors of Shenzhen new Shenzhen New Nanshan Holding (Group) Co.Ltd(002314) (Group) Co., Ltd. (hereinafter referred to as “the company”) was sent by direct delivery and mail on December 31, 2021, and the meeting was held by communication on January 5, 2022.
The meeting was convened by Mr. Zhang Jianguo, vice chairman of the board. There were 11 directors who should attend the meeting and 11 actually attended the meeting. The meeting was held in accordance with relevant laws, regulations and the articles of association. After deliberation, the meeting formed the following resolutions:
1. The proposal on electing the chairman of the 6th board of directors of the company was deliberated and adopted.
Voting results: 11 in favor, 0 against and 0 abstention.
The board of directors agreed to elect Mr. Wang Shiyun as the chairman of the sixth board of directors of the company. The term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the sixth board of directors.
2. The proposal on electing the vice chairman of the 6th board of directors of the company was deliberated and adopted.
Voting results: 11 in favor, 0 against and 0 abstention.
The board of directors agreed to elect Mr. Shu Qian as the vice chairman of the sixth board of directors of the company. The term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the sixth board of directors.
3. The proposal on adjusting the members of the special committee of the sixth board of directors of the company was deliberated and adopted. Voting results: 11 in favor, 0 against and 0 abstention.
The board of directors agreed to adjust the relevant members of the strategy committee and Nomination Committee of the sixth board of directors. The adjusted list is as follows:
(1) Strategy Committee
Chairman: Wang Shiyun
Members: Zhang Jinlong (independent director), Xi Xiaohong (independent director)
(2) Nomination Committee
Chairman: Yuan Yuhui (independent director)
Members: Zhang Jinlong (independent director), Shu Qian
The term of office of the members of the adjusted special committee shall be from the date of deliberation and approval by the board of directors to the date of expiration of the sixth board of directors.
The list of members of the audit committee and the remuneration and assessment committee of the board of directors remains unchanged.
4. The proposal on the appointment of the general manager of the company was deliberated and adopted.
Voting results: 11 in favor, 0 against and 0 abstention.
The board of directors agreed to appoint Mr. Shu Qian as the general manager of the company. The term of office starts from the date of deliberation and approval by the board of directors to the date of expiration of the sixth board of directors. Mr. Shu Qian’s resume is attached.
Independent directors have expressed independent opinions on this matter. See cninfo.com on January 6, 2022 for details.
5. The proposal on by election of directors of the company was deliberated and adopted.
Voting results: 11 in favor, 0 against and 0 abstention.
Nominated by the nomination committee of the board of directors, the board of directors intends to elect Mr. Shen Qimeng as a director of the company. After the by election, the total number of directors concurrently serving as the company’s senior management and staff representatives in the board of directors shall not exceed half of the total number of directors of the company.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. Mr. Shen Qimeng’s resume is attached.
Independent directors have expressed independent opinions on this matter. See cninfo.com on January 6, 2022 for details.
6. The proposal on increasing the amount of guarantee provided to subordinate holding companies was deliberated and adopted. Voting results: 11 in favor, 0 against and 0 abstention.
In order to meet the needs of normal production and operation and ensure the smooth progress of the company’s project development and construction, the company and its holding subsidiaries plan to provide a new guarantee amount of no more than 4 billion yuan for subordinate holding companies with an asset liability ratio of more than 70% in the latest period. The guarantee methods include but are not limited to guarantee guarantee, mortgage guarantee, pledge guarantee, etc. The validity period of the guarantee limit is from the date of deliberation and approval by the general meeting of shareholders to the date of resolution of the general meeting of shareholders in 2021. The above guarantee amount can be recycled within the authorization period. For details, please refer to the announcement on newly increasing the amount of guarantee provided to subordinate holding companies published by the company in the securities times and cninfo.com on January 6, 2022, Announcement No. 2022-004.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7. The proposal on providing guarantee for joint stock companies was deliberated and adopted.
Voting results: 11 in favor, 0 against and 0 abstention.
In order to support the normal production and operation needs of the company’s joint-stock companies Wuxi Sanxi Real Estate Co., Ltd., Shanghai Shenyu Industrial Development Co., Ltd. and Shanghai Zhaonan Industrial Development Co., Ltd., and ensure the smooth progress of project development and construction, the company or its subsidiaries intend to provide a total guarantee amount of no more than RMB 1.601 billion according to our equity ratio, Other shareholders shall provide guarantees with the same conditions according to the proportion of equity. The above guarantee limit shall be valid from the date of deliberation and approval by the general meeting of shareholders to the date of resolution of the general meeting of shareholders in 2021. For details, see the announcement on providing guarantee for joint-stock companies published by the company in the securities times and cninfo on January 6, 2022, Announcement No. 2022-005.
Independent directors expressed independent opinions on the matter. See http://www.cninfo.com.cn on the same day for details.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
8. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was considered and adopted. Voting results: 11 in favor, 0 against and 0 abstention.
For details, see the notice on convening the first extraordinary general meeting in 2022 published by the company in the securities times and cninfo.com on January 6, 2022, Announcement No. 2022-006.
It is hereby announced.
Board of directors of Shenzhen new Shenzhen New Nanshan Holding (Group) Co.Ltd(002314) (Group) Co., Ltd. January 6, 2022
Resume of relevant personnel
1. Shu Qian: male, born in 1977, Chinese nationality, without permanent residency abroad, doctoral degree. Mr. Shu Qian has successively served as assistant general manager, deputy general manager and general manager of research and Development Department of China Nanshan Development (Group) Co., Ltd., director and deputy general manager of Shenzhen Chiwan petroleum base Co., Ltd., general manager of Baowan logistics Holding Co., Ltd. and director and deputy general manager of the company. He is currently the vice chairman and general manager of the company and the chairman of Baowan logistics Holding Co., Ltd.
As of the disclosure date of this announcement, Mr. Shu qian does not hold the company’s shares and has no relationship with the shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company. It does not have any of the following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) Being prohibited from entering the securities market by the CSRC; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; (4) Administrative punishment by the CSRC in the last three years; (5) Publicly denounced by the stock exchange or criticized in more than three circulars in the past three years; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by China Securities Regulatory Commission for suspected violations. After inquiry, Mr. Shu Qian is not a “dishonest executee”, and his qualification meets relevant regulations.
2. Shen Qimeng, male, born in 1982, Chinese nationality, without permanent residency abroad, master’s degree. He has successively served as the manager of the risk internal control room of Shenzhen Airlines Co., Ltd., the assistant general manager and deputy general manager of the Finance Department of China Nanshan Development (Group) Co., Ltd., the deputy general manager and Secretary of the board of directors of the company. He is currently the chief financial officer of the company.
As of the disclosure date of this announcement, Mr. Shen Qimeng holds 50000 shares of the company, and has 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 have any of the following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) Being prohibited from entering the securities market by the CSRC; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; (4) Administrative punishment by the CSRC in the last three years; (5) Publicly denounced by the stock exchange or criticized in more than three circulars in the past three years; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by China Securities Regulatory Commission for suspected violations. Upon inquiry, Mr. Shen Qimeng is not a “dishonest executee”, and his qualification meets the relevant provisions.
