Securities code: 002050 securities abbreviation: Zhejiang Sanhua Intelligent Controls Co.Ltd(002050) Announcement No.: 2022-003 bond Code: 127036 bond abbreviation: Sanhua convertible bond
Zhejiang Sanhua Intelligent Controls Co.Ltd(002050)
Announcement on resolutions of the 23rd extraordinary meeting of the 6th 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 23rd extraordinary meeting of the sixth board of directors was notified to all directors in writing or e-mail on January 5, 2022, and held by communication on Monday, January 10, 2022. 9 directors (including independent directors) should attend the meeting and 9 actually attended. The number of attendees, convening procedures and discussion contents of this meeting comply with the provisions of the company law and the articles of association. The following proposals were considered and adopted at this meeting:
1、 The proposal on the general election of non independent directors by the board of directors of the company was deliberated and adopted one by one.
The term of office of the sixth board of directors of the company has expired, and a general election shall be held in accordance with the company law, the articles of association and other relevant provisions and requirements. There are 6 non independent directors on the 7th board of directors of the company, with a term of office of three years. Recommended by the board of directors and reviewed by the nomination committee of the board of directors, 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 seventh board of directors.
(1) The meeting agreed to nominate Mr. Zhang Yabo as a candidate for non independent director of the seventh board of directors by 9 affirmative votes, 0 negative votes and 0 abstention votes;
(2) By 9 affirmative votes, 0 negative votes and 0 abstention, the meeting agreed to nominate Mr. Ren Jintu as a candidate for non independent director of the seventh board of directors;
(3) The meeting agreed to nominate Mr. Wang Dayong as a candidate for non independent director of the seventh board of directors by 9 affirmative votes, 0 negative votes and 0 abstention votes;
(4) The meeting agreed to nominate Mr. Ni Xiaoming as a candidate for non independent director of the seventh board of directors by 9 affirmative votes, 0 negative votes and 0 abstention votes;
(5) The meeting agreed to nominate Mr. Chen Yuzhong as a candidate for non independent director of the seventh board of directors by 9 affirmative votes, 0 negative votes and 0 abstention votes;
(6) The meeting agreed to nominate Mr. Zhang Shaobo as a candidate for non independent director of the seventh board of directors by 9 affirmative votes, 0 negative votes and 0 abstention.
Among the directors proposed to be employed by the 7th 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 one half of the total number of directors of the company.
The proposal must be submitted to the general meeting of shareholders for deliberation and approval.
The independent directors expressed independent opinions on this matter. For details of the announcement on the general election of the board of directors, see the company’s announcement on cninfo.com on January 11, 2022（ http://www.cn.info.com.cn. ）And the announcement published in China Securities Journal and securities times (Announcement No.: 2022-005).
2、 The proposal on the general election of independent directors by the board of directors of the company was deliberated and adopted one by one.
The term of office of the sixth board of directors of the company has expired, and a general election shall be held in accordance with the company law, the articles of association and other relevant provisions and requirements. The 7th board of directors of the company consists of 3 independent directors with a term of three years. Recommended by the board of directors and reviewed by the nomination committee of the board of directors, the company agreed to nominate Mr. Barnes, Mr. Shi Jianhui and Ms. pan Yalan as candidates for independent directors of the seventh board of directors.
(1) The meeting agreed to nominate Mr. Barnes as the candidate for independent director of the seventh board of directors by 9 affirmative votes, 0 negative votes and 0 abstention votes;
(2) The meeting agreed to nominate Mr. Shi Jianhui as the candidate for independent director of the seventh board of directors by 9 affirmative votes, 0 negative votes and 0 abstention votes;
(3) The meeting agreed to nominate Ms. pan Yalan as the candidate for independent director of the seventh board of directors by 9 affirmative votes, 0 negative votes and 0 abstention.
Among the directors proposed to be employed by the 7th 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 one half of the total number of directors of the company.
After the qualification and independence of the candidates for independent directors are filed and reviewed by Shenzhen Stock Exchange and there is no objection, they will be submitted to the general meeting of shareholders of the company together with the candidates for non independent directors of the company for deliberation. According to relevant regulations, in order to ensure the normal operation of the board of directors, the existing directors of the current board of directors will continue to perform their duties until the date of the new board of directors.
The independent directors expressed independent opinions on this matter. For details of the announcement on the general election of the board of directors, see the company’s announcement on cninfo.com on January 11, 2022（ http://www.cn.info.com.cn. ）And the announcement published in China Securities Journal and securities times (Announcement No.: 2022-005).
3、 The meeting deliberated and adopted the proposal on the remuneration and allowances of the seventh board of directors of the company by 9 affirmative votes, 0 negative votes and 0 abstention votes.
The board of directors of the company agreed to determine the remuneration and allowances of the seventh directors as follows: the allowance standard for independent directors is 108000 yuan / year (including tax). Non independent directors who concurrently hold other positions in shareholder units and the company or subsidiaries receive remuneration according to the remuneration system of their positions in the company, and the company will not pay them separately. Independent directors expressed independent opinions on the matter.
The proposal must be submitted to the general meeting of shareholders for deliberation and approval.
4、 The meeting deliberated and adopted the proposal on the notice of convening the first extraordinary general meeting of shareholders in 2022 by 9 affirmative votes, 0 negative votes and 0 abstention votes.
It is agreed to hold the company’s first extraordinary general meeting in 2022 on January 26, 2022. For the full text of the notice, see the company’s website on January 11, 2022（ http://www.cn.info.com.cn. ）And the announcement published in China Securities Journal and securities times (Announcement No.: 2022-007).
It is hereby announced.
Zhejiang Sanhua Intelligent Controls Co.Ltd(002050) board of directors
January 11, 2022
