Securities code: 002186 stock abbreviation: China Quanjude(Group) Co.Ltd(002186) Announcement No.: 2022-01 China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd
Announcement of resolutions of the 19th (Interim) meeting of the 8th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
The notice of the 19th (Interim) meeting of the 8th session of the board of directors of China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd. (hereinafter referred to as “the company” or ” China Quanjude(Group) Co.Ltd(002186) “) was sent to all directors by e-mail on January 7, 2022. The meeting was held at 3:00 p.m. on January 11, 2022 in a combination of on-site and video meetings. Nine directors should have attended the meeting, and nine directors actually attended the meeting. Members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
The board of directors is presided over by Mr. Bai fan, chairman. After deliberation and voting by all directors, the following resolutions are formed.
(I) deliberated and passed the proposal on the general election of the eighth board of directors of the company;
1. General election of non independent directors
(1) Elect Mr. Bai fan as a non independent director of the ninth board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention
(2) Elect Mr. Lu Changcai as a non independent director of the ninth board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention
(3) Ms. Guo Fang was elected as a non independent director of the ninth board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention
(4) Elect Mr. Zhou Yanlong as a non independent director of the ninth board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention
2. General election of independent directors
(1) Elect Mr. Pu Jun as an independent director of the ninth board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention
(2) Elect Mr. Li Jianwei as an independent director of the ninth board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention
(3) Elect Mr. LV Shousheng as an independent director of the ninth board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention
The term of office of the eighth board of directors of the company is about to expire. According to the company law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association and other relevant laws and regulations, the board of directors of the company needs to be elected. Upon review by the nomination committee of the board of directors, the board of directors of the company nominated Mr. Bai fan, Mr. Lu Changcai, Ms. Guo Fang and Mr. Zhou Yanlong as candidates for non independent directors of the ninth board of directors of the company; Nominate Mr. Pu Jun, Mr. Li Jianwei and Mr. LV Shousheng as candidates for independent directors of the ninth board of directors of the company. The term of office of the ninth board of directors is three years, calculated from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. See Annex 1 for the resume of director candidates of the ninth board of directors.
Among the candidates for directors of the ninth 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.
Each candidate for independent director has obtained the qualification certificate of independent director recognized by Shenzhen Stock Exchange. According to relevant regulations, the proposal for the election of independent directors can be submitted to the general meeting of shareholders for deliberation only after Shenzhen Stock Exchange has no objection to the filing of independent director candidates. 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 guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 8 – filing of independent directors 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. In order to ensure the normal operation of the company’s board of directors, before the new board of directors takes office, the original directors will still earnestly perform their duties in accordance with relevant laws and regulations and the articles of association.
The independent directors of the company expressed their independent opinions on the candidates for directors of the ninth board of directors. The full text of the statement of independent director nominees, the statement of independent director candidates and the independent opinions of independent directors were published on cninfo.com on January 12, 2022 http://www.cn.info.com.cn. 。
The proposal shall be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation and voting by cumulative voting system (the election of independent directors and non independent directors shall be conducted separately).
(II) deliberated and passed the proposal on Amending the articles of association of China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd; Voting results: 9 in favor, 0 against and 0 abstention
In order to improve the level of corporate governance, optimize the decision-making mechanism of the board of directors and meet the needs of the company’s strategic development, the board of directors of the company plans to adjust the structure of the board of directors and adjust the number of members of the board of directors from 9 to 7. In order to carry out the work of governing the enterprise according to law and implement the responsibilities of building the rule of law, the company plans to clarify the procedures for the generation of general legal counsel and the guarantee for the performance of duties in the articles of association. Meanwhile, in accordance with the securities law of the people’s Republic of China, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, it is proposed to amend some provisions of the articles of association. See the amendment to the articles of Association (Annex 2) for details.
This proposal must be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The full text of the articles of association of China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd. was published on cninfo.com on January 12, 2022 for investors to consult, and the website is www.cn info. com. cn.。
(III) deliberated and passed the proposal on increasing the estimated amount of daily connected transactions in 2021;
Voting results: 6 in favor, 0 against and 0 abstention
The independent directors expressed their prior approval opinions and independent opinions on the above connected transactions, and the connected directors Mr. Bai fan, Mr. Lu Changcai and Ms. Guo Fang avoided voting on this proposal.
The announcement of China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd. on increasing the estimated amount of daily connected transactions in 2021 (2022-03) was published in China Securities Journal, securities times and cninfo.com on January 12, 2022, and its website is www.cn info. com. cn.。
Prior approval opinions of independent directors and independent opinions of independent directors were published on cninfo.com on January 12, 2022 for investors to consult.
(IV) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted.
Voting results: 9 in favor, 0 against and 0 abstention
It is agreed to hold the first extraordinary general meeting of shareholders in 2022 in the conference room of the company on the afternoon of January 27, 2022 to review the relevant proposals submitted by the board of directors and the board of supervisors.
The notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No. 2022-04) was published in China Securities Journal, securities times and cninfo.com on January 12, 2022 http://www.cn.info.com.cn. 。
It is hereby announced.
Board of directors of China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd. January 11, 2002
Annex 1:
Resume of candidates for the 9th board of directors
Bai fan, Chinese nationality, male, Han nationality, born in 1969, has no right of residence abroad. Master of business administration, senior accountant, CPC member. He once served as assistant director, chief accountant and deputy director of Beijing printing and dyeing factory; Finance minister, deputy chief accountant and financial director of Beiren Printing Machinery Co., Ltd; Chief accountant of Beijing Jingcheng electromechanical Holding Co., Ltd; Member of the Standing Committee of the Party committee, chief financial officer and deputy general manager of Beijing Capital Tourism Group Co., Ltd; Deputy Secretary of the Party committee, director and general manager of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) commercial (Group) Co., Ltd. He is currently the Deputy Secretary of the Party committee, director and general manager of Beijing Capital Tourism Group Co., Ltd. and the chairman of the company since May 2020. There is no relationship with other directors, supervisors and senior managers of the company; There is an association relationship with shareholders and actual controllers holding more than 5% of the shares of the company. Mr. Bai fan does not hold shares in the company; Not punished by the CSRC and other relevant departments or the stock exchange; It is not a “dishonest executee” if there are no circumstances stipulated in the company law and the articles of association that he shall not serve as a director of the company.
Lu Changcai, Chinese nationality, male, born in 1973, has no right of residence abroad. Graduate degree, master of business administration, senior financial planner, CPC member. He once served as the investment director of Shougang Corporation, United Securities, century securities and ShouLv group, and now serves as the deputy general manager of ShouLv group. He has been a director of the company since September 2017. There is no relationship with other directors, supervisors and senior managers of the company; There is an association relationship with shareholders and actual controllers holding more than 5% of the shares of the company. Mr. Lu Changcai does not hold shares in the company; Not punished by the CSRC and other relevant departments or the stock exchange; There is no such circumstance as not being allowed to serve as a director of the company as stipulated in the company law and the articles of association, and there is no circumstance as a “dishonest executee”.
Guo Fang, Chinese nationality, female, born in 1981, has no right of residence abroad. Master of management, on-the-job graduate degree, CPC member. He used to be the project manager of the enterprise management department and equity management department of Beijing Capital Tourism Group Co., Ltd., the Secretary and deputy general manager of the board of directors of China Kanghui Tourism Group Co., Ltd., the chairman of Beijing Kanghui, the director of the strategic development department and the director of the general manager’s office of urban and rural commercial group, and the chairman of Xinhua tourism, He is currently the general manager of the strategic development and investment center of Beijing Capital Tourism Group Co., Ltd. and has been a director of the company since July 2020. There is no relationship with other directors, supervisors and senior managers of the company; There is an association relationship with shareholders and actual controllers holding more than 5% of the shares of the company. Ms. Guo Fang does not hold shares in the company; Not punished by the CSRC and other relevant departments or the stock exchange; It is not a “dishonest executee” if there are no circumstances stipulated in the company law and the articles of association that he shall not serve as a director of the company.
Zhou Yanlong, Chinese nationality, male, born in 1970, has no right of residence abroad. Bachelor of management, on-the-job graduate degree, CPC member. He once worked in the Foreign Economic Department of Beijing Tourism Administration Bureau, the staff, general manager assistant and deputy general manager of the enterprise management department of Beijing Capital Tourism Group Co., Ltd., the member of the Party committee and deputy general manager of Beijing Capital Tourism Co., Ltd., the Secretary, director and general manager of the Party committee of Beijing DongLaiShun Group Co., Ltd., and has been the director and general manager of the company since December 2019. There is no relationship with other directors, supervisors and senior managers of the company; There is no relationship with shareholders and actual controllers holding more than 5% of the company’s shares. Mr. Zhou Yanlong does not hold shares of the company; Not punished by the CSRC and other relevant departments or the stock exchange; It is not a “dishonest executee” if there are no circumstances stipulated in the company law and the articles of association that he shall not serve as a director of the company.
Pu Jun, Chinese nationality, male, born in 1976, has no right of residence abroad. Doctor of economics, CPC member. In July 2010, he obtained the qualification certificate of independent director (Certificate No.: 04195). Since 2005, he has been a lecturer of the University of foreign economic relations and trade and deputy director of the international business Chinese teaching and resource development base of the University of foreign economic relations and trade; Currently, he is a professor of the school of international business of the University of international business and economics, a researcher of the Beijing enterprise international operation base of the University of international business and economics, a researcher of the China enterprise international operation research center, an executive director of the China business accounting society, a director of the financial cost branch of the China Accounting Association, and an independent director of Beijing Hualubaina Film&Tv Co.Ltd(300291) Hengkang Medical Co., Ltd, He has been an independent director of the company since January 2019. There is no relationship with other directors, supervisors and senior managers of the company; There is no relationship with the company, shareholders holding more than 5% of the company’s shares and actual controllers. Mr. Pu Jun does not hold shares in the company; Not punished by the CSRC and other relevant departments or the stock exchange; There is no such circumstance as not being allowed to serve as a director of the company as stipulated in the company law and the articles of association, and there is no circumstance as a “dishonest executee”.
Li Jianwei, Chinese nationality, male, born in 1974, has no right of residence abroad. Doctor of law, CPC member. In July 2015, he obtained the qualification certificate of independent director (Certificate No.: 370049). Since 1999, as a founder, he has successively participated in the establishment of Beijing Wanguo Education Technology Co., Ltd., Beijing Fangyuan Zhonghe Education Technology Co., Ltd., Beijing Mingshi Mingde Culture Communication Co., Ltd., and served as a director and chairman. He is now a professor and doctoral supervisor of the school of civil and commercial economics and law of China University of political science and law, a post doctoral cooperation supervisor, and the director of the Institute of commercial law. He is also an independent director of Hanwang Technology Co.Ltd(002362) , Lingsi yuntu Marketing Consulting Co., Ltd., China Landscape Cement Co., Ltd. (listed on the Hong Kong Stock Exchange) and Jinxin Reproductive Medical Investment Management Co., Ltd. (listed on the Hong Kong Stock Exchange), He has been an independent director of the company since January 2019. There is no relationship with other directors, supervisors and senior managers of the company; There is no relationship with the company, shareholders holding more than 5% of the company’s shares and actual controllers. Li jianweixian
