Securities code: Henan Huaying Agricultural Development Co.Ltd(002321) securities abbreviation: ST Huaying Announcement No.: 2022031 Henan Huaying Agricultural Development Co.Ltd(002321)
Suggestive announcement on the general election of the board of directors
The company and all directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions
Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as “the company”) the sixth board of directors has expired. In order to successfully complete the general election of the board of directors, The board of directors of the company shall, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies (hereinafter referred to as the rules for independent directors), the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the standardized operation of the main board), and other laws and regulations The normative documents and the relevant provisions of the articles of association, the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors announce the composition of the seventh board of directors, the recommendation of director candidates, the procedures of this general election, the qualification of director candidates and other matters as follows:
1、 Composition, term of office and election method of the seventh board of directors
According to the articles of association, the seventh board of directors will be composed of 9 directors, including 6 non independent directors and 3 independent directors. The term of office of the directors is three years, which is calculated from the date of the relevant general meeting of shareholders’ election.
This general election will adopt the cumulative voting system and implement the principle of separate election of independent directors and non independent directors. Cumulative voting system means that when the general meeting of shareholders elects non independent directors or independent directors, each share has the same voting rights as the number of non independent directors or independent directors to be elected. The voting rights owned by shareholders can be used centrally or separately.
2、 Recommendation of candidates for directors
1. Recommendation of candidates for non independent directors
The board of directors of the company and shareholders who individually or jointly hold more than 3% of the total number of voting shares issued by the company as of the date of this announcement have the right to recommend non independent director candidates for the seventh board of directors in writing to the sixth board of directors of the company.
The number of persons recommended by a single recommender shall not exceed the number of non independent directors to be elected this time.
2. Recommendation of candidates for independent directors
The board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the issued shares of the company as of the date of this announcement have the right to recommend candidates for the seventh independent director in writing to the sixth board of directors of the company.
The number recommended by a single recommender shall not exceed the number of independent directors to be elected this time.
See Annex I and Annex II for the description of relevant documents to be provided by the recommender and the recommendation of director candidates.
3、 Procedures for this general election
1. The recommender shall recommend director candidates and submit relevant documents to the board of directors of the company in the manner required by this announcement before 17:00 on April 20, 2022; The board of directors of the company will search for directors in the company and the talent market at the same time. After the expiration of the recommendation time, the company will no longer accept the recommendation of director candidates from all parties.
2. After the expiration of the above recommendation time, the nomination committee of the board of directors of the company will conduct qualification examination on the recommended directors, and the qualified directors will be submitted to the board of directors of the company. 3. The board of directors of the company will hold a meeting to determine the list of candidates for directors and submit it to the general meeting of shareholders of the company for deliberation in the form of proposal.
4. The candidates for directors shall make a written commitment before the company issues the notice and announcement of the general meeting of shareholders on the election of directors, agree to accept the nomination, promise that the candidate information publicly disclosed is true, accurate, complete and meets the conditions for holding the post, and ensure to earnestly perform the duties of directors after being elected; Candidates for independent directors shall also make relevant statements according to law.
5. The company will submit the relevant materials of independent director candidates (including but not limited to the declaration of independent director candidates, declaration of independent director nominees, resume of independent directors and qualification certificate of independent directors (if any)) to Shenzhen stock exchange no later than the announcement of the notice of the general meeting of shareholders on the election of independent directors, and submit them to the general meeting of shareholders for election after examination and approval.
6. Before the members of the new board of directors take office, the directors of the sixth board of directors continue to perform their duties in accordance with the provisions of relevant laws and regulations.
4、 Qualification of director candidates
1. Qualifications of non independent directors
According to the provisions of the company law, the standardized operation of the main board and the articles of association, the directors of the company are natural persons. Under any of the following circumstances, they cannot be nominated as candidates for directors:
(1) Having no or limited capacity for civil conduct;
(2) Being sentenced to criminal punishment for corruption, bribery, embezzlement of property, misappropriation of property or undermining the order of the socialist market economy, and the expiration of the execution period is less than 5 years, or being deprived of political rights due to a crime, and the expiration of the execution period is less than 5 years;
(3) Where he is a director or factory director or manager of a company or enterprise in bankruptcy liquidation and is personally responsible for the bankruptcy of the company or enterprise, less than 3 years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise;
(4) Having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than 3 years have elapsed since the date of revocation of the business license of the company or enterprise;
(5) A large amount of personal debt is not paid off when due;
(6) The market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have not expired;
(7) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, and the term has not expired;
(8) Other circumstances stipulated by laws, administrative regulations or departmental rules.
2. Qualifications of independent directors
According to the rules for independent directors, the standardized operation of the main board and the working system of independent directors of the company, in addition to the above director qualifications, the candidates for independent directors of the company must also meet the following conditions:
(1) Be qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions;
(2) Have the independence required by the independent director rules;
(3) Have the basic knowledge of the operation of listed companies, and be familiar with relevant laws, administrative regulations, rules and rules;
(4) At least five years of working experience in law, economics or other necessary to perform the duties of independent directors;
(5) Other conditions stipulated in the main board standard operation and the articles of association.
The following persons shall not serve as independent directors:
(1) Persons who work in listed companies or their affiliated enterprises and their immediate family members and major social relations;
(2) Directly or indirectly holds more than 1% of the issued shares of the listed company or is a natural person shareholder among the top ten shareholders of the listed company and his immediate family members;
(3) Persons who work in shareholder units that directly or indirectly hold more than 5% of the issued shares of the listed company or in the top five shareholder units of the listed company and their immediate relatives;
(4) Persons who hold posts in the controlling shareholders, actual controllers and their affiliated enterprises of listed companies and their immediate family members;
(5) Personnel who provide financial, legal, consulting and other services for the listed company and its controlling shareholders, actual controllers or their respective subsidiaries, including but not limited to all personnel of the project team of the intermediary providing services, reviewers at all levels, personnel signing the report, partners and main principals;
(6) Personnel working in units with significant business dealings with listed companies and their controlling shareholders, actual controllers or their respective subsidiaries, or personnel working in units with controlling shareholders with significant business dealings;
(7) Personnel who have been in one of the situations listed in the preceding six items in the last 12 months; (8) Other personnel who are not independent as determined by Shenzhen Stock Exchange.
5、 Contact information
Contact: he Zhifeng, Liu Shenglong
Tel: 03715569 75185569 7517
Contact location: 11th floor, West building, Shengrun White House, Jinshui District, Zhengzhou City, Henan Province
It is hereby announced
Henan Huaying Agricultural Development Co.Ltd(002321) board of directors April 16, 2002 Annex I:
Henan Huaying Agricultural Development Co.Ltd(002321)
Relevant documents and requirements to be provided by the recommender
1. When recommending a director candidate, the recommender must provide the following documents to the board of directors of the company: (1) recommendation letter of director candidate (original);
(2) Photocopy of the identity certificate of the recommended director candidate (original for future reference);
(3) Copies of the educational background and degree certificates of the recommended director candidates (original for future reference); (4) If an independent director candidate is recommended, the statement of independent director nominees, the statement of independent director candidates, the resume of independent directors (the above are the originals) and the copies of the qualification training certificate of independent directors (the originals are for reference);
(5) Other documents that can prove that the conditions specified in this announcement are met.
2. If the recommender is a shareholder of the company, the recommender shall also provide the following documents: (1) if it is an individual shareholder, it is necessary to provide a copy of its identity certificate (original for future reference); (2) If it is a corporate shareholder, it is necessary to provide a copy of its business license and affix its official seal (the original for future reference);
(3) Copy of stock account card (if any, the original for future reference);
(4) Shareholding Certificate (original) on the date of this announcement.
3. The way in which the recommender recommends director candidates to the board of directors of the company is as follows:
(1) This recommendation is limited to personal delivery or mail.
(2) If it is delivered in person, the relevant documents must be delivered to the designated contact person of the company before 17:00 on April 20, 2022. The prescription is valid.
4. The nominees and nominees are obliged to cooperate with the company in investigating the authenticity of nomination documents and submit further documents and materials as required by the company. Annex II:
Henan Huaying Agricultural Development Co.Ltd(002321)
Recommendation form for director candidates of the 7th board of directors
Contact number of recommender
Number of shares held in securities account
ID number / social uniform credit code
Recommended candidate for director □ non independent director □ independent director (Please tick √)
Human type
Director candidate information
Name Gender
ID number nationality
Contact phone email
Whether the qualifications meet the requirements
Comply with the article specified in the announcement □ yes □ no (Please tick √ in □)
piece
curriculum vitae
[Note: including educational background, professional title, detailed work experience, all part-time jobs, etc., which can be attached separately]
Other instructions
[Note: including but not limited to the description of whether there is an association with the company or its controlling shareholder, actual controller and shareholders holding more than 5% of the company’s shares; the number of shares held by the company; whether they have been punished by the China Securities Regulatory Commission and other relevant departments and the stock exchange, and other circumstances, which can be attached separately]
Recommender (signature / seal):
specific date
