Stock Code: 002050 stock abbreviation: Zhejiang Sanhua Intelligent Controls Co.Ltd(002050) Announcement No.: 2022-005 bond Code: 127036 bond abbreviation: Sanhua convertible bond
Zhejiang Sanhua Intelligent Controls Co.Ltd(002050)
Announcement on the general election of the board of directors
The board of directors does not guarantee that the information disclosed by the company is true, complete or misleading.
Zhejiang Sanhua Intelligent Controls Co.Ltd(002050) (hereinafter referred to as “the company”) the sixth board of directors has expired. In accordance with the provisions of the company law, the articles of association, the rules of procedure of the board of directors and other relevant laws, regulations and normative documents, the board of directors of the company will conduct a general election. The company held the 23rd extraordinary meeting of the 6th board of directors on January 10, 2022, and deliberated and adopted the proposal on the election of non independent directors by the board of directors and the proposal on the election of independent directors by the board of directors. According to the articles of association, the 7th board of directors of the company has 9 directors, including 6 non independent directors and 3 independent directors.
After deliberation at the 23rd extraordinary meeting of the 6th board of directors, the board of directors of the company agreed to nominate Mr. Zhang Yabo, Mr. Ren Jintu, Mr. Wang Dayong, Mr. Ni Xiaoming, Mr. Chen Yuzhong and Mr. Zhang Shaobo as candidates for non independent directors of the 7th board of directors; It is agreed to nominate Mr. Barnes, Mr. Shi Jianhui and Ms. pan Yalan as candidates for independent directors of the seventh board of directors (among them, Ms. pan Yalan is an independent director candidate with professional accounting qualification, and all three independent director candidates have obtained the qualification certificate of independent directors recognized by the CSRC). See the appendix for the resume of director candidates.
The nomination committee of the board of directors of the company reviewed the qualifications of the above candidates and considered that the above candidates for directors of the seventh board of directors met the qualifications of directors specified in relevant laws and regulations. The current independent directors of the company have expressed their independent opinions on the candidates for directors of the seventh board of directors.
In accordance with relevant regulations, the qualification and independence of independent director candidates must be filed and reviewed by Shenzhen Stock Exchange. Only after there is no objection can they be submitted to the general meeting of shareholders of the company together with the other six non independent director candidates. The directors of the seventh board of directors of the company are elected by cumulative voting system. The term of office of the directors is three years from the date of deliberation and approval by the general meeting of shareholders of the company.
Among the candidates for directors of the seventh board of directors of the company, the total number of directors concurrently serving as senior managers of the company and employees’ representatives does not exceed half of the total number of directors of the company.
The company has posted the details of independent director candidates on the website of Shenzhen Stock Exchange (www.szse. CN.) in accordance with the requirements of the filing measures for independent directors of Shenzhen Stock Exchange Publicity. During the publicity period, if any unit or individual has any objection to the qualification and independence of independent director candidates, they can feed back their opinions to Shenzhen Stock Exchange on the qualification of independent director candidates and the situation that may affect their independence through the channels provided by Shenzhen Stock Exchange.
The sixth board of directors of Mr. Li has expired, and Mr. Li will no longer serve as a director of the company or any other position of the company since the date when the new director is elected at the first extraordinary general meeting of the company in 2022.
During his tenure as a director of the company, Mr. Jianli worked diligently and played a positive role in the operation and development of the company. The board of directors of the company sincerely thanks Mr. Jianli and other directors of the sixth board of directors for their contributions to the development of the company during their tenure of office!
It is hereby announced.
Zhejiang Sanhua Intelligent Controls Co.Ltd(002050) board of directors
January 11, 2022
enclosure:
Zhejiang Sanhua Intelligent Controls Co.Ltd(002050)
Resume of candidates for the 7th board of directors
Resume of candidates for non independent directors: Mr. Zhang Yabo:
Born in 1974, master of business administration, China Europe International Business School. Graduated from Shanghai Jiaotong University in July 1996. Vice president of Sanhua Holding Group Co., Ltd. from May 2007 to September 2009; From May 2007 to now, he has successively served as director and vice chairman of the board of directors of Sanhua Holding Group Co., Ltd; He served as the general manager of the company from September 2009 to December 2012, the director of the company in October 2009, and the chairman and CEO of the company since December 2012.
As one of the actual controllers of the company, Mr. Zhang Yabo has a related relationship with the controlling shareholder of the company and holds 1.45% of the shares of the company; After inquiry on the website of the Supreme People’s court, Mr. Zhang Yabo does not belong to the “dishonest executee”. Mr. Zhang Yabo is not under 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 CSRC for suspected violations of laws and regulations; (7) It was publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market. Mr. Ren jintau:
Born in 1962, college degree, senior accountant. From 1980 to 1994, he successively served as deputy factory director, financial director and deputy general manager of Xinchang refrigeration parts factory and Zhejiang Sanhua Group Co., Ltd; Director and general manager of the company from 2001 to 2006; From 2005 to 2015, he served as vice president of Sanhua Holding Group Co., Ltd. and general manager of Shanghai Jingyi Real Estate Co., Ltd; He is currently a director of Sanhua Holding Group Co., Ltd. Does not hold shares of the company, has an association with the controlling shareholder of the company, and has no association with the actual controller; After inquiry on the website of the Supreme People’s court, Mr. Ren Jintu does not belong to the “dishonest executee”. Mr. Ren jintau is not under 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 CSRC for suspected violations of laws and regulations; (7) It was publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market. Mr. Wang Dayong:
Born in 1969, master of Business Administration (EMBA), senior economist and engineer.
He once served as the chief of planning section, general manager secretary, manufacturing department director, refrigeration valve division director, general manager assistant, president assistant, vice president and director of Sanhua group. He was a supervisor of the company from December 2001 to April 2006 and a director of the company from April 2006 to may 2011; He has been the president of the company since December 2012, and now he is also a director of Sanhua Holding Group Co., Ltd; He has been a director of the company since December 2012.
Holds 256750 shares of the company, has an association with the controlling shareholder of the company, and has no association with the actual controller; After inquiry on the website of the Supreme People’s court, Mr. Wang Dayong does not belong to the “dishonest executee”. Mr. Wang Dayong is not under 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 CSRC for suspected violations of laws and regulations; (7) It was publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market. Mr. Ni Xiaoming:
Born in 1968, master degree, economist. From January 2009 to July 2009, he served as the deputy general manager of the company’s sales; from August 2009, he served as the deputy general manager of Sanhua Danfoss microchannel Co., Ltd.; from May 2010 to now, he has served as the general manager of Hangzhou Sanhua microchannel heat exchanger Co., Ltd.; now he is also the president assistant and director of Sanhua Holding Group Co., Ltd; He has been a director of the company since May 2011.
Holds 256750 shares of the company, has an association with the controlling shareholder of the company, and has no association with the actual controller; After inquiry on the website of the Supreme People’s court, Mr. Ni Xiaoming is not a “dishonest executee”. Mr. Ni Xiaoming is not under 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 CSRC for suspected violations of laws and regulations; (7) It was publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market. Mr. Chen Yuzhong:
Born in 1966, master, engineer. Chief engineer of the company from December 2001 to may 2011; Deputy general manager of the company from May 2011 to December 2012; Chief engineer of the company since December 2012; General manager of Zhejiang Sanhua Refrigeration Group Co., Ltd. in August 2015; Now he is also a director of Sanhua Holding Group Co., Ltd; He has been a director of the company since November 2011.
Holds 256750 shares of the company, has an association with the controlling shareholder of the company, and has no association with the actual controller; After inquiry on the website of the Supreme People’s court, Mr. Chen Yuzhong does not belong to the “dishonest executee”. Mr. Chen Yuzhong is not under 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 CSRC for suspected violations of laws and regulations; (7) It was publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market. Mr. Zhang Shaobo:
Born in 1979, master, graduated from China Europe School of business administration. General manager of Sanhua real estate group and Zhejiang Sanhua Real Estate Co., Ltd. since November 2012; General manager of Hangzhou Sanhua International Building Co., Ltd. since July 2013; From May 2017 to now, chairman and general manager of Zhejiang Sanhua Zhicheng Real Estate Development Co., Ltd; Now he is also the president assistant and director of Sanhua Holding Group Co., Ltd; He has been a director of the company since May 2015.
As one of the actual controllers of the company, Mr. Zhang Shaobo has an association with the controlling shareholder of the company and does not hold shares of the company. After querying the website of the Supreme People’s court, Mr. Zhang Shaobo is not a “dishonest executee”. Mr. Zhang Shaobo is not under 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 CSRC for suspected violations of laws and regulations; (7) It was publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market. Resume of independent director candidate: Mr. Barnes
Born in December 1968, he has a postgraduate degree, a doctor’s degree and a senior accountant. He has successively served as director of China Securities Regulatory Commission and full-time member of stock issuance Audit Committee; Head of Finance Department of China Financial Futures Exchange, expert of investor education center, and vice chairman of Beijing Houji capital management company. He is currently the assistant to the chairman of Beijing Houji capital management company; Concurrently serve as China Aerospace Times Electronics Co.Ltd(600879) independent director and Fujian Yanjing Huiquan Brewery Co.Ltd(600573) independent director. Mr. Bowens has obtained the qualification certificate of independent director recognized by Shenzhen Stock Exchange. He has been an independent director of the company since August 2021.
Does not hold shares of the company and has no relationship with shareholders and actual controllers holding more than 5% of the shares of the company; There is no relationship with other directors, supervisors and senior managers of the company; According to the inquiry on the website of the Supreme People’s court, Mr. Barnes is not a “dishonest executee”. Mr. Barnes is not under 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 CSRC for suspected violations of laws and regulations; (7) It was publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market. Mr. Shi Jianhui:
Born in 1972, he has a master’s degree and an EMBA from Changjiang business school and Shanghai Institute of advanced finance. He once served as the chairman / CEO of minshi Group Co., Ltd. and is now the CEO of Xiaozhi investment management partnership in Meishan free trade port area, Ningbo, Zhejiang; Mr. Shi Jianhui has obtained the qualification certificate of independent director recognized by Shenzhen Stock Exchange. He has been an independent director of the company since May 2020.
Not holding the company’s shares, and holding more than 5% of the company’s shares
