Securities code: 300477 securities abbreviation: Beijing Hezong Science&Technology Co.Ltd(300477) Announcement No.: 2022-005
Beijing Hezong Science&Technology Co.Ltd(300477)
Announcement on resolutions of the 62nd meeting of the 5th 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. 1、 Meetings held
The 62nd meeting of the 5th board of directors of Beijing Hezong Science&Technology Co.Ltd(300477) (hereinafter referred to as "the company" and " Beijing Hezong Science&Technology Co.Ltd(300477) ") was held in the company's conference room on January 11, 2022 in a combination of on-site and communication. The notice of the meeting was sent by mail on January 7, 2022. The company has nine directors, and nine directors actually attended and voted at the meeting. The meeting was presided over by Chairman Liu zegang, and members of the board of supervisors, the Secretary of the board of directors and other senior executives of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law and the articles of association. 2、 Voting at the meeting
The meeting adopted the following proposals:
1. The proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the sixth board of directors was deliberated and adopted
The Fifth Board of directors of the company is about to expire. According to the relevant provisions of the company law and the articles of association, the general election of the board of directors shall be conducted in accordance with relevant legal procedures.
Mr. Liu zegang, Mr. Wei Qiang, Mr. Han Guoliang, Mr. Li Zhijun, Mr. Zhang Xiaoyi and Mr. Zhang Shu are nominated as candidates for non independent directors of the sixth board of directors of the company, with a term of office of three years from the date when the proposal is considered by the general meeting of shareholders to the expiration of the term of office of the current board of directors.
Among the candidates nominated for the sixth board of directors, the number of senior managers of the company shall not exceed half of the total number of directors. The nomination committee of the board of directors of the company has passed the examination on the qualification of the above director candidates. The independent directors of the company have expressed independent opinions on this proposal and believe that the nomination procedures and qualification of non independent director candidates of the sixth board of directors of the company comply with the provisions of the company law, the articles of association, relevant laws, regulations and normative documents.
Mr. Zhang renzeng, Mr. He Yun and Ms. Gao Xing, non independent directors of the 5th board of directors of the company, will no longer serve as directors of the company after the expiration of their terms of office, but will still serve in other positions except directors of the company. The company sincerely thanks Mr. Zhang renzeng, Mr. He Yun and Ms. Gao Xing for their contributions to the development of the company during their tenure. In order to ensure the normal operation of the board of directors, the non independent directors of the Fifth Board of directors of the company will continue to faithfully and diligently perform their duties and responsibilities in accordance with laws, regulations, the articles of association and other relevant provisions before the new directors take office.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and non independent directors and independent directors shall be elected by cumulative voting respectively.
The number of consent votes is 9; No negative votes; No abstentions;
2. The proposal on the general election of the board of directors and the nomination of independent director candidates for the sixth board of directors was deliberated and adopted
The Fifth Board of directors of the company is about to expire. According to the relevant provisions of the company law and the articles of association, the general election of the board of directors shall be conducted in accordance with relevant legal procedures.
Nominate Mr. Liu Songyuan, Mr. Liu Guangchao and Mr. Zhang Ning as candidates for independent directors of the sixth board of directors of our company. The term of office of the above independent director candidates shall be three years from the date when the proposal is considered by the general meeting of shareholders until the expiration of the term of office of the current board of directors.
Among the above independent director candidates, Mr. Zhang Ning has not obtained the independent director qualification certificate, and he has promised to participate in the latest independent director training course of listed companies and obtain the independent director qualification certificate recognized by Shenzhen Stock Exchange; Both Mr. Liu Songyuan and Mr. Liu Guangchao have obtained the qualification certificate of independent director.
Mr. Liu Weidong, Mr. Zhang Weihua and Mr. Zhang Jinxin, independent directors of the 5th board of directors of the company, will no longer serve as independent directors and special committees under the board of directors after the expiration of their terms of office. The company sincerely thanks Mr. Liu Weidong, Mr. Zhang Weihua and Mr. Zhang Jinxin for their contributions to the development of the company during their tenure. In order to ensure the normal operation of the board of directors, the independent directors of the 5th board of directors of the company will continue to faithfully and diligently perform their duties and responsibilities in accordance with laws, regulations, the articles of association and other relevant provisions before the new directors take office.
The independent directors of the company have expressed their independent opinions on this proposal. The qualifications of the above candidates need to be submitted to Shenzhen stock exchange for filing, and then submitted to the general meeting of shareholders of the company for deliberation and approval one by one by using the cumulative voting system.
The number of consent votes is 9; No negative votes; The number of abstentions was 0.
3. The proposal on the remuneration scheme of the directors of the sixth board of directors of the company was deliberated and adopted
According to the industry, region and market salary level of the company, and in combination with the actual operation of the company, the salary plan of the directors of the sixth board of directors of the company is as follows:
Directors with other positions in the company under the 6th board of directors will not receive director's remuneration, which will be paid once a month during the period of independent directors. When the allowance is paid, the company will perform the tax withholding obligations on behalf of the directors.
The independent directors of the company have expressed their independent opinions on the proposal
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
The number of consent votes is 9; No negative votes; The number of abstentions was 0.
4. The proposal on the prediction of the company's new guarantee amount for the wholly-owned subsidiary Hunan Yacheng new materials Co., Ltd. was deliberated and adopted
In order to meet the production and operation needs of Hunan Yacheng and improve work efficiency, Ensure that Hunan Yacheng applies for comprehensive credit from business related parties (including but not limited to banks, financial institutions and other business partners) (including but not limited to handling RMB working capital loan, project loan, trade financing, bank acceptance bill, letter of credit, letter of guarantee, bill discount, factoring, export documentary bill, foreign exchange forward settlement and sales, derivatives and other related businesses) According to the relevant provisions of the securities law, the company law, the notice on regulating the external guarantee behavior of listed companies (zjf (2005) No. 120 document of China Securities Regulatory Commission and the stock listing rules of Shenzhen Stock Exchange, the company plans to provide Hunan Yacheng with a new guarantee of no more than 200 million yuan in the form of guarantee. The validity period of the guarantee is the same as the validity period of the guarantee amount of RMB 80 million in the proposal on the prediction of the guarantee amount provided by the company for the wholly-owned subsidiary Hunan Yacheng new materials Co., Ltd. in 2021 deliberated and approved by the third extraordinary general meeting of shareholders in 2021. After the guarantee expires, the company will fulfill the review procedures in advance to renew or extend the guarantee according to the operation and capital demand of Hunan Yacheng.
The proposal needs to be submitted to the general meeting of shareholders for deliberation, and the management of the company is authorized to handle the guarantee and sign relevant legal documents on behalf of the company within the limit approved by the general meeting of shareholders.
The number of consent votes is 9; No negative votes; The number of abstentions was 0.
5. The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
According to the provisions of the company law and the articles of association, the company plans to propose to convene the second extraordinary general meeting of shareholders in 2022 on January 27, 2022.
For details, please refer to the relevant announcement of the company published on the gem information disclosure website cninfo website designated by the CSRC on the same day as this announcement.
The number of consent votes is 9; No negative votes; The number of abstentions was 0.
It is hereby announced.
Beijing Hezong Science&Technology Co.Ltd(300477) board of directors
Attachment of January 11, 2022: resume of director candidates
Mr. Liu zegang, born in 1966, Chinese nationality, has no right of permanent residence abroad. In July 1989, he graduated from Nanjing Hehai University (formerly East China Institute of water conservancy) with a bachelor's degree. From July 1989 to September 1991, engaged in electrical construction technology of housing construction in the Second Bureau of Hydropower of the Ministry of energy (now China Power Construction Group Corporation). In April 1997, Liu zegang and Wei Qiang invested in the establishment of Beijing Hezong Science&Technology Co.Ltd(300477) . Liu zegang has been the chairman of the company and the general manager of the company from April 1997 to August 2016. At present, Liu zegang is also the vice president of Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) private science and technology Industrialists Association, Beijing Centergate Technologies (Holding) Co.Ltd(000931) high tech Enterprises Association and the deputy director of the 11th energy, resources and Environment Committee of the Central Committee of civil construction.
Mr. Wei Qiang, born in 1966, Chinese nationality, has no right of permanent residence abroad. In August 1991, he graduated from Changsha University of Technology (formerly Changsha Electric Power College) with a bachelor's degree. From October 1991 to May 1995, he worked in the office of Henan electric power company. In April 1997, Wei Qiang, Liu zegang and others funded the establishment of Beijing Hezong Science&Technology Co.Ltd(300477) . From April 1997 to now, he has successively served as the deputy general manager of the company and is now the director and general manager of the company.
Mr. Han Guoliang, born in 1965, Chinese nationality, has no right of permanent residence abroad. He graduated from Nanjing Institute of technology with a bachelor's degree in electrical technology in July 1987. From July 1987 to August 2001, he successively served as power consumption business personnel, maintenance specialist, line loss specialist and chief engineer of Jiangsu Nantong Power Supply Company; From September 2001 to now, he has served as the director and deputy general manager of the company.
Mr. Li Zhijun, born in 1968, Chinese nationality, has no right of permanent residence abroad. He graduated from the University of Northern Virginia with a master's degree in 2005. From 1997 to 2002, successively served as branch manager and deputy general manager of marketing company in Sany Heavy Industry Co.Ltd(600031) ; From 2002 to 2003, served as the general manager of Hong Kong xinliheng Hangzhou xinliya Co., Ltd; From 2004 to 2008, Shanghai Yacheng Machinery Co., Ltd. was established and served as the chairman; From 2007 to 2017, he established Hunan Yacheng new material development Co., Ltd. and served as the general manager; Since 2018, he has been the general manager of Hunan Yacheng new materials Co., Ltd., a wholly-owned subsidiary of the company.
Mr. Zhang Xiaoyi, born in 1975, Chinese nationality, without permanent residency abroad, intermediate accountant. In July 2000, he graduated from the accounting major of Beijing Institute of mechanical industry and participated in the practical CFO advanced seminar of Peking University from June 2013 to April 2014. He worked in Zhonghe certified public accountants from August 2000 to July 2001, worked in Tianyi certified public accountants from August 2001 to June 2003, successively served as the accountant and financial manager of the financial department of Beijing Lidehuafu Electric Technology Co., Ltd. from June 2003 to August 2007, and served as the chief financial officer of Beijing Zhuli Diantong Technology Co., Ltd. from September 2007 to September 2014, and from December 2014 to April 2015, Served as the chief financial officer of Beijing bihaizhou Corrosion Protection Industry Co., Ltd. Since May 2015, he has been the chief financial officer of the company.
Mr. Zhang Shu, born in 1984, Chinese nationality, has no right of permanent residence abroad. In 2012, he graduated from Tsinghua University in electrical engineering with a doctor's degree in engineering. From July 2012 to may 2017, he worked as an engineer in the planning department of power planning Anhui Transport Consulting & Design Institute Co.Ltd(603357) , Guotai Junan Securities Co.Ltd(601211) Research Institute, and investment director of the investment department of Beijing qianfang Group Co., Ltd. From June 2018 to now, he has successively served as the assistant to the president of the company, now serves as the deputy general manager and Secretary of the board of directors of the company, and is in charge of the securities department and Investment Department of the company.
Mr. Liu Songyuan, born in 1975, Chinese nationality, has no right of permanent residence abroad. Party member of the Communist Party of China, senior accountant, EMBA degree from Shanghai Institute of advanced finance, Shanghai Jiaotong University. He has successively served as the accountant of the Finance Department of China Energy Construction Group Beijing electric power construction company, the deputy general manager of the capital and Finance Department of SDIC Beijing sangili Energy Co., Ltd., the deputy general manager of the operation and Finance Department of SDIC Beijing Guoli energy investment company, the director, deputy general manager and chief accountant of Beijing sangili energy Xinmi Chaohua Coal Mine Co., Ltd Vice president of Chengyun International Co., Ltd. and CFO of Chengyun Technology (China) Co., Ltd. and general manager of Zhejiang Chengyun Investment Management Co., Ltd. He is currently the deputy general manager of Beijing Jiuhui Warner enterprise management group, executive director and general manager of Beijing Jiuhui Warner Financial Consulting Co., Ltd. Senior researcher of China enterprise reform and Development Research Association, member of China M & A Association and independent director of Yantai Longyuan Power Technology Co.Ltd(300105) (300105).
Mr. Liu Guangchao, born in 1973, Chinese nationality, has no right of permanent residence abroad. He is a member of the Communist Party of China, graduated from Peking University with a master's degree and a lawyer. From July 1997 to April 1999, he served as the assistant to the general manager of Beijing Machinery and equipment import and Export Corporation; From April 1999 to March 2001, he worked as a lawyer in Beijing Zhengjian Yongshen law firm; From March 2001 to March 2003, served as the executive vice president of Beijing Originwater Technology Co.Ltd(300070) liangye Environmental Art Co., Ltd; From March 2003 to now, he has served as senior partner and director of Beijing daokete law firm.
Mr. Zhang Ning, born in 1985, Chinese nationality, has no right of permanent residence abroad. Doctor degree from Tsinghua University, senior member of IEEE. He is now an associate professor and doctoral supervisor of the Department of electrical engineering of Tsinghua University, director of Smart Energy Laboratory of Sichuan energy Internet Research Institute of Tsinghua University and director of low-carbon urban energy system research institute.
