Securities code: 301219 securities abbreviation: Tengyuan cobalt industry Announcement No.: 2022015 Ganzhou Tengyuan cobalt industry new material Co., Ltd
Announcement on the general election of the 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.
The term of office of the second board of directors of Ganzhou Tengyuan cobalt new materials Co., Ltd. (hereinafter referred to as “the company”) is about to expire. According to the provisions of the company law and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, the company decides to conduct the general election of the board of directors in accordance with relevant legal procedures.
The company held the 25th meeting of the second board of directors on April 20, 2022, deliberated and approved the proposal on nominating candidates for non independent directors of the third board of directors and the proposal on nominating candidates for independent directors of the third board of directors of the company, and agreed to nominate Ms. Luo Jie, Mr. Xie Fubiao, Mr. Wu Yanghong, Ms. Zhang Jiliu, Ms. ouyangming Mr. Tong Gaocai is a non independent director candidate of the third board of directors of the company, and agrees to nominate Mr. Wang Taiyuan, Mr. Zhang Weiwei and Mr. Cheng Lin as independent director candidates of the third board of directors of the company (see Annex for resume).
The nomination committee of the board of directors of the company has examined the qualifications of the above candidates for directors and believes that the above candidates are qualified to serve as directors of listed companies and meet the requirements of the company law, other laws, administrative regulations, departmental rules, normative documents and the articles of association. The current independent directors have expressed their independent opinions on this matter. For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Independent opinions of independent directors on relevant proposals of the 25th meeting of the second board of directors disclosed.
Independent director candidates Mr. Wang Taiyuan and Mr. Cheng Lin have obtained the qualification certificate of independent director recognized by Shenzhen Stock Exchange. Mr. Zhang Weiwei, an independent director candidate, has not obtained the independent director qualification certificate. He has promised to participate in the latest independent director training and obtain the independent director qualification certificate recognized by Shenzhen Stock Exchange. The qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange, and the shareholders’ meeting can vote only after there is no objection.
According to the company law, the articles of association and other relevant provisions, the above director candidates need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and six non independent directors and three independent directors are elected by cumulative voting system to jointly form the third board of directors of the company, with a term of office of three years, calculated from the date of deliberation and approval of the general meeting of shareholders. The number of directors who concurrently serve as senior managers of the company in the board of directors shall not exceed half of the total number of directors of the company, meeting the requirements of relevant laws and regulations.
Ms. Xu Aidong, Mr. Zu Taiming, Mr. Zhang Yongkui and Mr. Xia Yu, the directors of the second board of directors of the company, will no longer serve as directors of the company after the election of the third board of directors takes effect. The board of directors of the company expressed heartfelt thanks for their contributions to the company during their tenure.
In order to ensure the normal operation of the board of directors, before the new board of directors takes office, the directors of the second board of directors of the company will still faithfully and diligently perform their duties and responsibilities in accordance with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of Association.
It is hereby announced.
Board of directors of Ganzhou Tengyuan cobalt new materials Co., Ltd
April 20, 2022
enclosure:
1. Resume of candidates for non independent directors of the third board of directors
Ms. Luo Jie, born in September 1968, Chinese nationality, without permanent residency abroad, senior economist, graduated from the general manager training course of China Europe International Business School. Former general manager of Jiangxi YINGSHANHONG Industrial Co., Ltd; From April 2014 to now, he has served as the executive director of Jiangxi xinmeite building materials Co., Ltd; From November 2011 to now, he has served as the chairman of Tengyuan nonferrous metals (Shanghai) Co., Ltd; From September 2016 to now, he has served as the executive director of Ganzhou motong Trading Co., Ltd; He once served as the director and chairman of Tengyuan Co., Ltd. and has been the chairman and general manager of the company since August 2016.
As of the date of disclosure of this announcement, Luo Jie directly holds 28244900 shares of the company and indirectly holds 140000 shares of the company. She is the largest shareholder and actual controller of the company. Xie Fubiao, the shareholder, director and deputy general manager with more than 5% voting shares of the company, and Wu Yanghong, the shareholder, director and deputy general manager, are persons acting in concert. Luo Jie complies with the relevant provisions of the company law and other laws and administrative regulations on director candidates, and has not been punished by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and other relevant departments or disciplined by the stock exchange; It has not been filed for investigation by judicial organs for suspected crimes or checked by CSRC for suspected violations of laws and regulations; There is no circumstance stipulated in the guidelines for self discipline and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on gem that they are not allowed to serve as directors of the company; It has not been 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.
Mr. Xie Fubiao, born in October 1970, Chinese nationality, without permanent residency abroad, is a senior engineer. He graduated from Central South University with a bachelor’s degree in nonferrous metallurgy in June 1990. He used to be the nonferrous engineer of Shenyang nonferrous metals design and Research Institute, the senior engineer of nonferrous metallurgy of Beijing mining and Metallurgy Research Institute, and the general manager of Jiangsu Xiongfeng Technology Co., Ltd. From November 2011 to now, he has served as a director of Shanghai Tengyuan; From may2016 to now, he has served as a director of Tengyuan cobalt copper resources Co., Ltd. (hereinafter referred to as “Congo Tengyuan”); From June 2009 to August 2016, he served as a director of Tengyuan Co., Ltd. and since August 2016, he has served as a director and deputy general manager of Tengyuan Co., Ltd. As of the date of disclosure of this announcement, Xie Fubiao directly held 130208 million shares of the company. Luo Jie, the shareholder, chairman and general manager with more than 5% of the voting shares of the company, and Wu Yanghong, the shareholder, director and deputy general manager, are persons acting in concert. Xie Fubiao complies with the relevant provisions of the company law and other laws and administrative regulations on director candidates, and has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; It has not been filed for investigation by judicial organs for suspected crimes or checked by CSRC for suspected violations of laws and regulations; There is no circumstance stipulated in the guidelines for self discipline and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on gem that they are not allowed to serve as directors of the company; It has not been 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.
Mr. Wu Yanghong, born in May 1968, Chinese nationality, without permanent residency abroad, senior engineer. He graduated from Central South University with a bachelor’s degree in nonferrous metallurgy in July 1990. He used to be the director of Metallurgy Office and technology center of Shenyang nonferrous metals research institute, and the deputy general manager of Jiangsu Xiongfeng Technology Co., Ltd. From November 2011 to now, general manager of Tengyuan nonferrous metals (Shanghai) Co., Ltd; From April 2014 to now, general manager of Jiangxi xinmeite building materials Co., Ltd; From September 2016 to now, general manager of Ganzhou motong Trading Co., Ltd; He was a director and general manager of Tengyuan Co., Ltd. and has been a director and deputy general manager of the company since August 2016.
As of the date of disclosure of this announcement, Wu Yanghong directly holds 6.4254 million shares of the company, and has the relationship with Luo Jie, the shareholder, chairman and general manager of the company with more than 5% of the voting shares, and Xie Fubiao, the shareholder, director and deputy general manager. Wu Yanghong complies with the relevant provisions of the company law and other laws and administrative regulations on director candidates, and has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; It has not been filed for investigation by judicial organs for suspected crimes or checked by CSRC for suspected violations of laws and regulations; There is no circumstance stipulated in the guidelines for self discipline and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on gem that they are not allowed to serve as directors of the company; It has not been 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.
Ms. Zhang Jiliu, born in May 1978, Chinese nationality, without permanent residency abroad, senior accountant, graduated from Jimei University with a bachelor’s degree in accounting in July 2001. He used to be the chief accountant, deputy chief accountant and chief accountant of Xiamen Honglu Tungsten Molybdenum Industry Co., Ltd., and the accounting supervisor and accounting manager of Xiamen Tungsten Co.Ltd(600549) financial management center; He is now the general manager of Xiamen Tungsten Co.Ltd(600549) audit department; He has been a director of the company since June 2020.
As of the date of disclosure of this announcement, Zhang Jiliu did not directly or indirectly hold shares of the company. Except Xiamen Tungsten Co.Ltd(600549) Co., Ltd., it has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers with more than 5% of the voting shares of the company. Zhang Jiliu complies with the relevant provisions of the company law and other laws and administrative regulations on director candidates, and has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; It has not been filed for investigation by judicial organs for suspected crimes or checked by CSRC for suspected violations of laws and regulations; There is no circumstance stipulated in the guidelines for self discipline and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on gem that they are not allowed to serve as directors of the company; It has not been 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.
Ms. ouyangming, born in November 1975, Chinese nationality, without permanent residency abroad, graduated from China Central Radio and Television University with a bachelor’s degree in accounting in 2007. Former accountant of Jiangxi Steel Wire Factory, manager and deputy director of Ganfeng Lithium Co.Ltd(002460) finance department; From June 2014 to now, he has served as Ganfeng Lithium Co.Ltd(002460) vice president and Secretary of the board of directors. He has been a director of the company since August 2020.
As of the date of disclosure of this announcement, ouyangming did not directly or indirectly hold shares of the company. Except Jiangxi Ganfeng Lithium Co.Ltd(002460) Co., Ltd., it has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers with more than 5% of the voting shares of the company. Ouyangming complies with the relevant provisions of the company law and other laws and administrative regulations on director candidates, and has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; It has not been filed for investigation by judicial organs for suspected crimes or checked by CSRC for suspected violations of laws and regulations; There is no circumstance stipulated in the guidelines for self discipline and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on gem that they are not allowed to serve as directors of the company; It has not been 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. Mr. Tong Gaocai, born in April 1966, Chinese nationality, without permanent residency abroad, senior engineer. In June 1990, he graduated from Central South University with a bachelor’s degree in nonferrous metal metallurgy. He used to be an engineer of Shenyang smelter, senior engineer of Shenyang nonferrous metals research institute, director of technical center and manager of production department of Jiangsu Xiongfeng Technology Co., Ltd., manager of SM company in Zambia and technical director of metal company in Congo; He used to be the deputy general manager of Tengyuan Co., Ltd. and has been the deputy general manager of the company since August 2016.
As of the disclosure date of this announcement, tonggaocai held 2316195 shares of the company. There is no relationship with shareholders with more than 5% voting shares, actual controllers, other directors, supervisors and senior managers of the company. Tong Gaocai complies with the relevant provisions of the company law and other laws and administrative regulations on director candidates, and has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; It has not been filed for investigation by judicial organs for suspected crimes or checked by CSRC for suspected violations of laws and regulations; There is no circumstance stipulated in the guidelines for self discipline and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on gem that they are not allowed to serve as directors of the company; It has not been 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.
2. Resume of independent director candidates of the third board of directors
Mr. Wang Taiyuan, born in August 1973, Chinese nationality, has long-term residency in Spain. In May 2009, he graduated from the University of Western Ontario in Canada and received a doctor of Philosophy (strategy and innovation); He once worked in Jilin entry exit inspection and Quarantine Bureau, Samsung Electronics, etc; From September 2009 to August 2018, he successively served as assistant professor and associate professor of entrepreneurship at ie business school in Spain; Since August 2018, he has been an associate professor of China Europe International Business School. From February 2019 to now, he has concurrently served as Servyou Software Group Co.Ltd(603171) independent director.
As of the date of disclosure of this announcement, Wang Taiyuan did not directly or indirectly hold shares of the company. It has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers with more than 5% of the voting shares of the company. Wang Taiyuan complies with the relevant provisions of the company law and other laws and administrative regulations on director candidates, and has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; It has not been filed for investigation by judicial organs for suspected crimes or checked by CSRC for suspected violations of laws and regulations; There is no circumstance stipulated in the guidelines for self discipline and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on gem that they are not allowed to serve as directors of the company; It has not been 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.
Mr. Zhang Weiwei, born in August 1961, Chinese nationality, without permanent residency abroad, is a professor level senior engineer. In July 1993, he graduated from the Department of material science and technology of St. Petersburg National University of technology, Russia, with a doctorate. He once served as assistant engineer and engineer of Beijing Nonferrous Metals Research Institute. He joined China Nonferrous Metals Import and Export Corporation in April 1995 and worked from January 2000 to August 2021
