Securities code: Shandong Longda Meat Foodstuff Co.Ltd(002726) securities abbreviation: Longda food Announcement No.: 2022031 bond Code: 128119 bond abbreviation: Longda convertible bond
Shandong Longda Food Co., Ltd
Announcement on the general election of the board of directors and the board of supervisors
The company and all members of the board of directors and the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The Fourth Board of directors and board of supervisors of Shandong Longda Food Co., Ltd. (hereinafter referred to as "the company") will expire on June 26, 2022. In 2021, the company put forward the "one body and two wings" development strategy and defined the future development direction, so as to promote the rapid implementation of the company's strategy and the continuous optimization of business structure, and meet the needs of the company's production, operation and management and business development, In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and other laws and regulations and the articles of association of Shandong Longda Food Co., Ltd. (hereinafter referred to as the "articles of association"), the company held the 44th meeting of the Fourth Board of directors and the 33rd meeting of the Fourth Board of supervisors on April 1, 2022, Relevant proposals on the general election of the board of directors and the board of supervisors of the company have been deliberated and adopted, and the specific situation is hereby announced as follows:
1、 Election of candidates for the board of directors
The company held the 44th meeting of the 4th board of directors on April 1, 2022, deliberated and adopted the proposal on the election of non independent directors of the 5th board of directors and the proposal on the election of independent directors of the 5th board of directors. The board of directors agreed to nominate Mr. Yu Yu, Mr. Wang Haojie, Mr. Zhang Rui and Mr. Zhu Bo as candidates for non independent directors of the 5th board of directors of the company (see Annex I for resume), and Mr. Yu Maoxin, Ms. Yang Fan and Ms. Zhou Jing as candidates for independent directors of the 5th board of directors of the company (see Annex II for resume). The three independent director candidates nominated this time promised to participate in the latest independent director training and obtain the qualification certificate recognized by Shenzhen Stock Exchange. The qualifications and independence of the three candidates for independent directors shall be examined and approved by Shenzhen Stock Exchange before they can be submitted to the general meeting of shareholders of the company together with the other four candidates for non independent directors for deliberation, and the cumulative voting system shall be adopted for item by item voting. The term of office 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 and employees' representatives will not exceed half of the total number of directors. The number of independent directors shall not be less than one third of the total number of members of the board of directors.
The nomination committee of the 4th board of directors of the company has reviewed the qualifications of the candidates for directors of the 5th board of directors and confirmed that the above candidates for directors are qualified to serve as directors of listed companies and meet the requirements of the company law, the articles of association, the rules for independent directors of listed companies and other relevant provisions.
2、 Election of candidates for the board of supervisors
The company held the 33rd meeting of the 4th board of supervisors on April 1, 2022, and deliberated and adopted the proposal on the election of non employee representative supervisors of the 5th board of supervisors. The board of supervisors agreed to nominate Ms. Zhang Wei and Ms. Liu Jing as non employee representative supervisors of the Fifth Board of supervisors of the company (see Attachment III for resume).
After the above two candidates for non employee representative supervisors are deliberated and approved by the general meeting of shareholders, they will form the Fifth Board of supervisors of the company together with the employee representative supervisors elected by the general meeting of employees, and the term of office is three years from the date of deliberation and approval by the general meeting of shareholders.
3、 Other instructions
1. This early general election conforms to the actual situation of the company and does not violate the relevant provisions of the articles of association. 2. According to the relevant provisions of the current articles of association, the number of the board of directors of the company shall be 9. In combination with the actual situation of the company, the company plans to change the number of the board of directors from 9 to 7, and submit the proposal on Amending the articles of association to the general meeting of shareholders for deliberation. If the shareholders' meeting fails to pass the matters related to the change of the number of directors in the proposal on Amending the articles of association, the company will timely elect a new director candidate in accordance with relevant regulations.
3. Before the members of the new board of directors and board of supervisors take office, the current directors and supervisors will still perform relevant duties in accordance with the requirements of laws, administrative regulations and other normative documents and the provisions of the articles of association.
4、 Documents for future reference
1. Resolution of the 44th meeting of the 4th board of directors of Shandong Longda Food Co., Ltd;
2. Resolution of the 33rd meeting of the 4th board of supervisors of Shandong Longda Food Co., Ltd;
3. Independent opinions of independent directors of Shandong Longda Food Co., Ltd. on matters related to the 44th meeting of the Fourth Board of directors of the company.
It is hereby announced.
Shandong Longda Food Co., Ltd
Board of directors
April 1, 2022
Annex I:
Resume of non independent director candidates
(1) Mr Yu Yu
Yu Yu, male, born in 1981, Chinese nationality, without permanent residency abroad, with a master's degree. He has served as assistant to the president, director of the office of the board of directors and general manager of the operation management center of Yijun Holdings Co., Ltd. He is currently the chairman of the company.
As of the disclosure date, Mr. Yu Yu holds 2340000 shares of the company, has no relationship with the controlling shareholder, actual controller and shareholders holding more than 5% of the company's shares, has no relationship with other directors, supervisors and senior managers of the company, has not been punished by the CSRC and other relevant departments and the stock exchange, and has no company law The circumstances stipulated in the articles of association under which the company is not allowed to serve as a director of the company. After searching the catalogue of dishonest Executees on the website of the Supreme People's court, Mr. Yu Yu is not a "dishonest executee" and meets the requirements of the company law and other relevant laws, regulations and regulations.
(2) Mr. Wang Haojie
Wang Haojie, male, born in 1977, Chinese nationality, without permanent residency abroad, bachelor degree. He has successively served as vice president of Henan Shuanghui Investment & Development Co.Ltd(000895) group and general manager of business division, and now serves as executive vice president of the company.
As of the disclosure date, Mr. Wang Haojie did not hold the shares of the company, had no relationship with the controlling shareholder, actual controller and shareholders holding more than 5% of the shares of the company, had no relationship with other directors, supervisors and senior managers of the company, had not been punished by China Securities Regulatory Commission and other relevant departments and the stock exchange, and did not have the company law The circumstances stipulated in the articles of association under which the company is not allowed to serve as a director of the company. After searching the directory of dishonest Executees on the website of the Supreme People's court, Mr. Wang Haojie is not a "dishonest executee" and meets the requirements of the company law and other relevant laws, regulations and regulations.
(3) Mr. Zhang Rui
Zhang Rui, male, born in 1981, Chinese nationality, without permanent residency abroad, bachelor's degree. He has served as the legal director of Yijun Holding Co., Ltd. and is now the director and deputy general manager of the company.
As of the disclosure date, Mr. Zhang Rui holds 156000 shares of the company, has no relationship with the controlling shareholder, actual controller and shareholders holding more than 5% of the company's shares, has no relationship with other directors, supervisors and senior managers of the company, has not been punished by the CSRC and other relevant departments and the stock exchange, and has no company law The circumstances stipulated in the articles of association under which the company is not allowed to serve as a director of the company. After searching the directory of dishonest Executees on the website of the Supreme People's court, Mr. Zhang Rui is not a "dishonest executee" and meets the requirements of the company law and other relevant laws, regulations and regulations.
(4) Mr. Zhu Bo
Zhu Bo, male, born in 1982, Chinese nationality, without permanent residency abroad, bachelor degree. He has successively served as the manager of the development and construction application department of wanteng Industrial Group Co., Ltd. and is now the general manager of the outreach center of Chengdu Haohua Junyu Real Estate Co., Ltd.
As of the date of this disclosure, Mr. Zhu Bo has not held any shares of the company, has an association relationship with the controlling shareholder, actual controller and shareholders holding more than 5% of the shares of the company, has no association relationship with other directors, supervisors and senior managers of the company, has not been punished by the CSRC and other relevant departments and the stock exchange, and has no company law The circumstances stipulated in the articles of association under which the company is not allowed to serve as a director of the company. After searching the directory of dishonest Executees on the website of the Supreme People's court, Mr. Zhu Bo is not a "dishonest executee" and meets the requirements of the company law and other relevant laws, regulations and regulations.
Attachment II:
Resume of independent director candidates
(1) Mr. Yu Maoxin
Yu Maoxin, male, Chinese nationality, born in 1990, without permanent residency abroad, with a bachelor's degree. He has successively served as a lawyer of Sichuan Hongqi law firm and is now a partner of Sichuan Tudu law firm.
As of the disclosure date, Mr. Yu Maoxin did not hold the shares of the company, had no relationship with the controlling shareholder, actual controller and shareholders holding more than 5% of the shares of the company, had no relationship with other directors, supervisors and senior managers of the company, had not been punished by China Securities Regulatory Commission and other relevant departments and the stock exchange, and did not have the company law The circumstances stipulated in the articles of association under which the company is not allowed to serve as a director of the company. After searching the directory of dishonest Executees on the website of the Supreme People's court, Mr. Yu Maoxin is not a "dishonest executee" and meets the requirements of the company law and other relevant laws, regulations and regulations.
(2) Ms. Yang Fan
Yang Fan, female, Chinese nationality, born in 1967, without permanent residency abroad, bachelor's degree. He has successively served as a lawyer of Sichuan Wande law firm and is now a lawyer of Sichuan Tianrenhe law firm.
As of the disclosure date, Ms. Yang Fan has not held any shares of the company, has no relationship with the controlling shareholder, actual controller and shareholders holding more than 5% of the company's shares, has no relationship with other directors, supervisors and senior managers of the company, has not been punished by the CSRC and other relevant departments and the stock exchange, and has no company law The circumstances stipulated in the articles of association under which the company is not allowed to serve as a director of the company. After searching the directory of dishonest Executees on the website of the Supreme People's court, Ms. Yang Fan is not a "dishonest executee" and meets the requirements of the company law and other relevant laws, regulations and regulations.
(3) Ms. Zhou Jing
Zhou Jing, female, born in 1984, Chinese nationality, without permanent residency abroad, bachelor's degree. He has successively served as a partner of Sichuan Devon Certified Public Accountants (special general partnership) and is now the chief accountant of Sichuan Tianhe United Certified Public Accountants (general partnership).
As of the disclosure date, Ms. Zhou Jing did not hold the shares of the company, had no relationship with the controlling shareholder, actual controller and shareholders holding more than 5% of the shares of the company, had no relationship with other directors, supervisors and senior managers of the company, had not been punished by China Securities Regulatory Commission and other relevant departments and the stock exchange, and did not have the company law The circumstances stipulated in the articles of association under which the company is not allowed to serve as a director of the company. After searching the directory of dishonest Executees on the website of the Supreme People's court, Ms. Zhou Jing is not a "dishonest executee" and meets the requirements of the company law and other relevant laws, regulations and regulations.
Annex III:
Resume of non employee representative supervisors
(1) Ms. Zhang Wei
Zhang Wei, female, born in 1984, Chinese nationality, without permanent residency abroad, bachelor degree. The current director of the audit committee of Zhaorun Group Co., Ltd.
As of the date of this disclosure, Ms. Zhang Wei did not hold any shares of the company, had an association with the controlling shareholder, actual controller and shareholders holding more than 5% of the company's shares, had no association with other directors, supervisors and senior managers of the company, had not been punished by the CSRC and other relevant departments and the stock exchange, and did not have the company law Circumstances stipulated in the articles of association that the company is not allowed to serve as the supervisor of the company. After searching the directory of dishonest Executees on the website of the Supreme People's court, Ms. Zhang Wei is not a "dishonest executee" and meets the requirements of the company law and other relevant laws, regulations and regulations.
(2) Ms. Liu Jing
Liu Jing, female, born in 1988, Chinese nationality, without overseas residency, bachelor degree. He has successively served as the Secretary of the board of directors of Chengdu Yunsheng (Chengdu) Medical Technology Co., Ltd. and is now the assistant to the general manager of the company.
As of the disclosure date, Ms. Liu Jing did not hold shares in the company. It has no relationship with the controlling shareholders, actual controllers and shareholders holding more than 5% of the shares of the company, has no relationship with other directors, supervisors and senior managers of the company, has not been punished by the CSRC and other relevant departments and the stock exchange, and is not prohibited from serving as the supervisor of the company as stipulated in the company law and the articles of association. After searching the directory of dishonest Executees on the website of the Supreme People's court, Ms. Liu Jing is not a "dishonest executee" and meets the requirements of the company law and other relevant laws, regulations and regulations.
