Securities code: Caissa Tosun Development Co.Ltd(000796) securities abbreviation: Caissa Tosun Development Co.Ltd(000796) Announcement No.: 2022017
Bond Code: 112532 bond abbreviation: 17 Caesar 03
Caissa Tosun Development Co.Ltd(000796)
Announcement of resolutions of the 40th meeting of the 9th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Caissa Tosun Development Co.Ltd(000796) (hereinafter referred to as “the company”) the fortieth meeting of the ninth board of directors was held by means of communication on April 1, 2022. The meeting was presided over by Mr. Chen Jie, chairman of the company. The notice of the meeting was notified to all directors by email and telephone on March 29, 2022. 11 directors should be present at the meeting, 11 attended by means of communication, 0 entrusted to attend and 0 absent. The company’s supervisors and senior managers attended the meeting as nonvoting delegates. The meeting complies with the relevant provisions of the company law and the articles of association. The meeting considered and adopted the following proposals:
1. Deliberated and adopted the proposal on nominating candidates for independent directors of the company
The meeting deliberated and adopted the proposal on nominating candidates for independent directors of the company with 11 affirmative votes, 0 negative votes and 0 abstention. According to the guidelines on the performance of duties of independent directors of listed companies, the term of re-election of independent directors shall not exceed 6 years. In view of the fact that Mr. Cheng Zheng has reached the upper limit of his term of office, he applies to resign from the relevant positions of independent directors and members of the Special Committee of the board of directors of the ninth board of directors of the company. After his resignation, Mr. Cheng Zhengsheng will no longer hold any position in the company, and his resignation report will take effect from the date of serving on the board of directors. After being recommended by the company’s shareholder Caesar Sega Tourism Management Consulting Co., Ltd. and reviewed by the nomination committee of the board of directors, the board of directors of the company agreed to elect Mr. Yu Yin as the candidate for independent director of the ninth board of directors of the company. The board of directors of the company expressed heartfelt thanks to Mr. Cheng Zheng for his positive contributions to the development of the company during his tenure.
Mr. Yu Yin has not obtained the independent director qualification certificate yet. He has promised to participate in the latest independent director qualification training and obtain the independent director qualification certificate. As an independent director candidate of the ninth board of directors of the company, Mr. Yu Yin’s qualification and independence will come into force after being reviewed and approved by the general meeting of shareholders after no objection is made by Shenzhen Stock Exchange.
2. The proposal on nominating candidates for non independent directors of the company was deliberated and adopted
The meeting deliberated and adopted the proposal on nominating candidates for non independent directors of the company by 11 votes in favor, 0 against and 0 abstention. The board of directors of the company agreed to elect Mr. Jin Tao as a candidate for non independent directors of the ninth board of directors of the company, and his term of office is until the expiration of the current board of directors. Mr. Xue Qiang will no longer serve as a director of the company and a member of the special committee of the board of directors, and will no longer serve as any other position of the company and its holding subsidiaries. His resignation report will take effect from the date it is delivered to the board of directors. The board of directors of the company expressed heartfelt thanks to Mr. Xue Qiang for his positive contributions to the development of the company during his tenure. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. Deliberated and passed the proposal on the appointment of senior managers of the company
The proposal on the appointment of senior management personnel of the company was deliberated and adopted by 11 votes, with 0 abstention. According to the work arrangement, Mr. Xue Qiang no longer holds the post of vice president of the company. After the review of the nomination committee of the board of directors, the board of directors of the company agreed to appoint Ms. Yang Min as the vice president of the company. The term of office starts from the date of deliberation and approval at this meeting and ends on the date of expiration of the term of office of the ninth board of directors.
4. The proposal on convening the third extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The meeting deliberated and adopted the proposal on convening the third extraordinary general meeting of shareholders in 2022 with 11 affirmative votes, 0 negative votes and 0 abstention.
It is hereby announced.
Caissa Tosun Development Co.Ltd(000796) board of directors April 2, 2022
Attachment: resume
Yu Yin, male, born in 1968, majored in law in Sichuan political and legal management cadre college. He once served as the Secretary of the board of directors of Guangdong Huasheng Technology Investment Co., Ltd. and is now the director of the office of the board of directors of Sichuan Jinguang industry (Group) Co., Ltd.
Mr. Yu Yin is not a dishonest executee, and there is no case that he cannot be nominated as a director. There is no case that he has been punished by the CSRC and other relevant departments, disciplined by the stock exchange, banned from the market or publicly determined to be unfit for the expiration of his term of office in the past three years, and there is no case that he is suspected of a crime and filed for investigation by the judicial organ or filed for inspection by the CSRC for violation of laws and regulations. Mr. Yu Yin himself does not hold shares of the company and has no relationship with other directors, supervisors and senior managers of the company. He meets the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
Jin Tao, male, born in 1964, has a college degree. He once served as the chief financial officer, director and deputy general manager of Beijing Kaisa International Travel Agency Co., Ltd., the director and general manager of Yunnan Chuanyun Mining Co., Ltd., and is now the chairman and general manager of Nujiang haideli Trading Co., Ltd.
Mr. Jin Tao is not a dishonest executee, and there is no case that he cannot be nominated as a director. There is no case that he has been punished by the CSRC and other relevant departments, disciplined by the stock exchange, banned from the market or publicly determined to be unfit for his term of office has not expired in the past three years. There is no case that he is suspected of a crime and filed for investigation by the judicial organ or filed for inspection by the CSRC for violations of laws and regulations. Mr. Jintao himself does not hold shares of the company, has no relationship with other directors, supervisors and senior managers of the company, and meets the job qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
Yang Min, female, born in 1978, is a graduate student. He used to be the vice president and chief financial officer of HNA Investment Holding Co., Ltd. and the chief financial officer of Sanya Phoenix International Airport Co., Ltd. now he is the deputy general manager of HNA Group Finance Co., Ltd.
Ms. Yang Min is not a person subject to execution for dishonesty. There is no case that she should not be nominated as a senior manager. There is no case that she has been punished by the CSRC and other relevant departments, disciplined by the stock exchange, banned from the market or publicly determined to be unfit for the expiration of her term of office in the past three years. There is no case that she is suspected of a crime and filed for investigation by the judicial organ or filed for inspection by the CSRC for violation of laws and regulations. Ms. Yang Min herself does not hold shares of the company and has no relationship with other directors, supervisors and senior managers of the company. She meets the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
