Securities code: 002563 securities abbreviation: Zhejiang Semir Garment Co.Ltd(002563) Announcement No.: 2022-01 Zhejiang Semir Garment Co.Ltd(002563)
Announcement on resolutions of the 18th meeting of the 5th 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.
Zhejiang Semir Garment Co.Ltd(002563) (hereinafter referred to as "the company") held the 18th meeting of the 5th board of directors in the company on January 7, 2022. This meeting was held by means of communication voting. The notice of the meeting was sent and delivered to all directors in writing and e-mail on December 31, 2021. The meeting was presided over by Mr. Qiu Guanghe, chairman of the board of directors. There were 9 directors who should attend the meeting, 9 directors actually attended the meeting, and all directors attended and voted by means of communication. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law of the people's Republic of China and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
After careful deliberation, the attending directors unanimously adopted the following resolutions:
1、 The proposal on electing Mr. Su Wenbing as an independent director of the Fifth Board of directors was deliberated and adopted.
Voting results: 9 votes in favor; No negative votes; No abstentions.
It is agreed to elect Mr. Su Wenbing as the candidate for independent director of the Fifth Board of directors of the company, with a term of office from the deliberation and approval of the general meeting of shareholders to the expiration of the term of office of the current board of directors. If it is approved by the general meeting of shareholders, it is agreed to appoint Mr. Su Wenbing as a member of the remuneration and assessment committee, a member of the audit committee and a chairman, and the post allowance shall be paid according to the allowance standard of the current independent director. The independent directors of the company, Mr. Yu Yumiao and Mr. Zheng Peimin, will serve as independent directors for six consecutive years. According to relevant regulations, after the general meeting of shareholders deliberates and approves the appointment of Mr. Su Wenbing as independent directors of the company, the departure of Mr. Yu Yumiao and Mr. Zheng Peimin will take effect, and Mr. Yu Yumiao and Mr. Zheng Peimin will not hold any position in the company after their departure.
Mr. Yu Yumiao and Mr. Zheng Peimin were independent, impartial and diligent during their tenure as independent directors of the company. The board of directors of the company expressed heartfelt thanks to Mr. Yu Yumiao and Mr. Zheng Peimin for their important contributions.
The independent directors of the company expressed independent opinions on the qualifications of Mr. Su Wenbing, the candidate of the Fifth Board of directors.
This proposal needs to be deliberated by the general meeting of shareholders. According to regulations, independent director candidates can be submitted to the general meeting of shareholders for deliberation only after they have no objection after being reviewed by the exchange.
See the attachment for the resume of Mr. Su Wenbing.
2、 The proposal on electing Mr. Liu Haibo as an independent director of the Fifth Board of directors was deliberated and adopted.
Voting results: 9 votes in favor; No negative votes; No abstentions.
It is agreed to elect Mr. Liu Haibo as the candidate for independent director of the Fifth Board of directors of the company, with a term of office from the deliberation and approval of the general meeting of shareholders to the expiration of the term of office of the current board of directors. If it is elected by the general meeting of shareholders, it is agreed to appoint Mr. Liu Haibo as a member of the strategy committee, a member of the remuneration and assessment committee, a chairman and a member of the nomination committee, and the post allowance shall be paid according to the allowance standard of this independent director.
The independent directors of the company, Mr. Yu Yumiao and Mr. Zheng Peimin, will serve as independent directors for six consecutive years. According to relevant regulations, after the general meeting of shareholders deliberates and approves the appointment of Mr. Liu Haibo as independent directors of the company, the departure of Mr. Yu Yumiao and Mr. Zheng Peimin will take effect, and Mr. Yu Yumiao and Mr. Zheng Peimin will not hold any position in the company after their departure.
Mr. Yu Yumiao and Mr. Zheng Peimin were independent, impartial and diligent during their tenure as independent directors of the company. The board of directors of the company expressed heartfelt thanks to Mr. Yu Yumiao and Mr. Zheng Peimin for their important contributions.
The independent directors of the company expressed independent opinions on the qualifications of Mr. Liu Haibo, the candidate of the Fifth Board of directors.
This proposal needs to be deliberated by the general meeting of shareholders. According to regulations, independent director candidates can be submitted to the general meeting of shareholders for deliberation only after they have no objection after being reviewed by the exchange.
Mr. Liu Haibo's resume is attached.
3、 The proposal on appointing Mr. Zhang Hongliang as the deputy general manager of the company was deliberated and adopted.
Voting results: 9 votes in favor; No negative votes; No abstentions.
According to the development needs of the company, it is agreed to appoint Mr. Zhang Hongliang as Zhejiang Semir Garment Co.Ltd(002563) deputy general manager, and the term of office is from the date of adoption of the current board of directors to the expiration of the Fifth Board of directors.
Mr. Zhang Hongliang's resume is attached.
4、 The proposal on appointing Mr. Zhong Deda as the deputy general manager of the company was deliberated and adopted.
Voting results: 9 votes in favor; No negative votes; No abstentions.
According to the development needs of the company, it is agreed to appoint Mr. Zhong Deda as Zhejiang Semir Garment Co.Ltd(002563) deputy general manager. The term of office starts from the date of adoption of the current board of directors to the expiration of the Fifth Board of directors.
Mr. Zhong Deda's resume is attached.
5、 The first extraordinary general meeting of shareholders in 2022 was deliberated and adopted.
Voting results: 9 votes in favor; No negative votes; No abstentions.
See http / / www.cninfo.com for details（ http://www.cn.info.com.cn. ）Notice of Zhejiang Semir Garment Co.Ltd(002563) on convening the first extraordinary general meeting of shareholders in 2022 disclosed in the same period.
Zhejiang Semir Garment Co.Ltd(002563) attachment of the board of directors on January 11, 2002:
Resume of Mr. Su Wenbing
Su Wenbing, male, born in 1965, Chinese nationality, without permanent overseas residency, doctoral degree. He graduated from Anhui Wuwei normal school (1984), Anhui Institute of Education (1993), Shanxi Institute of Finance and Economics (1997), master of statistics, Nanjing University (2006), non practicing member of China Institute of Certified Public Accountants (1998), and has been teaching in the Department of accounting of Nanjing University since July 1997. He used to be the assistant dean of the school of management of Nanjing University and is now a professor in the Department of accounting of the school of business of Nanjing University. He has been engaged in teaching and Research on management accounting and capital market accounting behavior for a long time. He has published more than 60 papers in the Journal of business ethics, cost management, accounting research and other academic journals, Published contemporary accounting empirical research methods (Northeast University of Finance and Economics Press, 2001), development and Prospect of management accounting practice (China finance and Economics Press, 2013), research on the construction of China's management accounting talent evaluation system (China finance and Economics Press, 2019), etc.
He is currently an independent director of Jiangsu tiannai (688116. SH), Suzhou Suzhou Recodeal Interconnect System Co.Ltd(688800) (688800. SH), Dashu intelligence (430607) and other companies.
At present, Mr. Su Wenbing does not hold the company's shares, has no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the company's shares, and is not under any of the circumstances specified in Article 146 of the company law; There is no case that the CSRC has taken measures to prohibit entry into the securities market and the period has not expired; There is no situation that the stock exchange publicly determines that it is not suitable to serve as a director, supervisor and senior manager of a listed company, and the term has not expired; There is no administrative penalty imposed by the CSRC in the last three years; There is no public condemnation or criticism circulated by the stock exchange for more than three times in the past three years; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for investigation by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; There is no case that it is publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people's court.
Resume of Mr. Liu Haibo
Liu Haibo, male, born in 1975, Chinese nationality, without permanent overseas residency, master's degree. From April 2001 to September 2002, worked in Beijing Motorola (China) Electronics Co., Ltd., engaged in R & D; From October 2002 to April 2016, he worked in Shanghai Stock Exchange and engaged in supervision; From May 2016 to December 2018, he worked in Shanghai Xiaoduo Financial Services Co., Ltd., Shanghai Jinpu Investment Management Co., Ltd. and Shanghai Kangcheng Equity Investment Fund Management Co., Ltd; From January 2019 to November 2020, he worked in Guizhou Guotai Liquor Co., Ltd. as secretary of the board of directors. He is currently the executive director of Shanghai Rongzheng Hengsheng Enterprise Consulting Co., Ltd.
Mr. Liu Haibo does not hold the company's shares, has no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the company's shares, and is not under any of the circumstances specified in Article 146 of the company law; There is no case that the CSRC has taken measures to prohibit entry into the securities market and the period has not expired; There is no situation that the stock exchange publicly determines that it is not suitable to serve as a director, supervisor and senior manager of a listed company, and the term has not expired; There is no administrative penalty imposed by the CSRC in the last three years; There is no public condemnation or criticism circulated by the stock exchange for more than three times in the past three years; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for investigation by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; There is no case that it is publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people's court. Resume of Mr. Zhang Hongliang
Zhang Hongliang, male, born in 1982, Chinese nationality, member of the Communist Party of China, without overseas permanent residence, bachelor degree, Bachelor of engineering. He joined Senma in 2006 and is now the general manager of Zhejiang Senma e-commerce Co., Ltd. and the general manager of the company's new retail center.
At present, Mr. Zhang Hongliang does not hold the company's shares, has no affiliated relationship with other shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the company's shares, and does not fall under any of the circumstances specified in Article 146 of the company law; There is no case that the CSRC has taken measures to prohibit entry into the securities market and the period has not expired; There is no situation that the stock exchange publicly determines that it is not suitable to serve as a director, supervisor and senior manager of a listed company, and the term has not expired; There is no administrative penalty imposed by the CSRC in the last three years; There is no public condemnation or criticism circulated by the stock exchange for more than three times in the past three years; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for investigation by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; There is no case that it is publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people's court.
Resume of Mr. Zhong Deda
Zhong Deda, male, born in 1979, Chinese nationality, without overseas permanent residency, graduated from China Europe International Business School with EMBA. Vice president of children's clothing branch of Zhejiang Garment Association and executive vice president of Wenzhou garment association. He is now the general manager of barabara business department.
Mr. Zhong Deda currently holds 100 shares of the company and has no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the shares of the company, and there is no one of the circumstances specified in Article 146 of the company law; There is no case that the CSRC has taken measures to prohibit entry into the securities market and the period has not expired; There is no situation that the stock exchange publicly determines that it is not suitable to serve as a director, supervisor and senior manager of a listed company, and the term has not expired; There is no administrative penalty imposed by the CSRC in the last three years; There is no public condemnation or criticism circulated by the stock exchange for more than three times in the past three years; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for investigation by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; There is no case that it is publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people's court.
