Securities code: 000537 securities abbreviation: Tianjin Guangyu Development Co.Ltd(000537) Announcement No.: 2022-005 Tianjin Guangyu Development Co.Ltd(000537)
About adjusting some directors, supervisors and senior managers
And the announcement of the person in charge of internal audit
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.
1、 Resignation of some directors, supervisors, senior managers and persons in charge of internal audit
Tianjin Guangyu Development Co.Ltd(000537) (hereinafter referred to as "the company") received the resignation report from Mr. Wang Ke, Mr. Li Jinghai, Mr. Zhou Xiankun, Mr. Wang Xiaocheng, Mr. ran Linghu, Mr. Li Zhenjiang, Ms. Yang Lin and Mr. Xu Shengya on January 11, 2022. Among them, Mr. Wang Ke, Mr. Li Jinghai and Mr. Zhou Xiankun proposed to resign as directors of the 10th board of directors and relevant special committees of the board of directors due to job changes; Mr. Wang Xiaocheng and Mr. ran Linghu proposed to resign from the staff director of the 10th board of directors and relevant special committees of the board of directors due to job changes.
Mr. Li Zhenjiang proposed to resign as a supervisor of the 10th board of supervisors due to job changes; Ms. Yang Lin proposed to resign as an employee supervisor of the 10th board of supervisors due to job changes.
Mr. Wang Xiaocheng proposed to resign as the general manager of the company due to job change, and Mr. ran Linghu proposed to resign as the deputy general manager of the company due to job change. Mr. Xu Shengya proposed to resign as the head of the company's internal audit due to job changes.
Except Mr. Wang Xiaocheng, the above personnel will not continue to serve in the company after resignation. After the recommendation of the controlling shareholder of the company and the discussion of the nomination committee of the board of directors, Mr. Wang Xiaocheng was nominated as a candidate for non independent director of the 10th board of directors of the company.
In accordance with the company law, the articles of association and other relevant provisions, the above resignation report shall take effect from the date of delivery to the board of directors. However, due to the resignation of the above personnel, the number of members of the board of directors and the board of supervisors of the company will be lower than the legal minimum, which will affect the normal operation and management of the company. In order to ensure the normal operation of the board of directors and the board of supervisors, the above resigned directors and supervisors of the company will continue to perform their duties until the new directors and supervisors are elected. Up to now, the above-mentioned persons who intend to resign do not hold the company's shares and promise that they and their close relatives shall not transfer the company's shares and their derivatives from the date of departure to six months after the expiration of the 10th board of directors and board of supervisors (i.e. June 30, 2024).
The company sincerely thanks Mr. Wang Ke, Mr. Li Jinghai, Mr. Zhou Xiankun, Mr. Wang Xiaocheng, Mr. ran Linghu, Mr. Li Zhenjiang, Ms. Yang Lin and Mr. Xu Shengya for their contributions to the development of the company during their tenure! 2、 Addition of directors, supervisors, senior managers and persons in charge of internal audit
In accordance with the company law, the articles of association and other relevant provisions, upon review by the nomination committee of the board of directors, the company held the 19th meeting of the 10th board of directors on January 11, 2022, and considered and adopted the proposal on adjusting some non independent directors and the proposal on adjusting some senior managers and heads of internal audit. The board of directors agrees to nominate Mr. Jiao Jianjun, Mr. Sun Peigang, Mr. Wang Xiaocheng and Mr. Fan Jie as candidates for non independent directors of the company until the expiration of the tenth board of directors; Agree to appoint Mr. Sun Peigang as the general manager, Mr. Wang Fuwen as the deputy general manager and Mr. Xia songqian as the assistant general manager of the company; It is agreed to appoint Mr. Chang Chaofan as the person in charge of the company's internal audit.
The company held the 8th meeting of the 10th board of supervisors on January 11, 2022, deliberated and adopted the proposal on adjusting some supervisors, and agreed to nominate Mr. Zhang Xin as the supervisor candidate of the 10th board of supervisors, whose term of office expires.
The proposal on adjusting some non independent directors and the proposal on adjusting some supervisors need to be submitted to the general meeting of shareholders of the company for deliberation. According to relevant regulations, the above candidates for non independent directors can become directors of the company only after being elected by cumulative voting at the general meeting of shareholders of the company.
3、 Independent opinion
(1) Opinions on adjustment of non independent directors
The independent directors of the company have expressed independent opinions on the adjustment of some non independent directors, and believe that Mr. Jian Jun, Mr. Sun Peigang, Mr. Wang Xiaocheng and Mr. Fan Jie are qualified as candidates for non independent directors, and their nomination procedures comply with the company law, the articles of association, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, It is agreed to nominate Mr. Jiao Jianjun, Mr. Sun Peigang, Mr. Wang Xiaocheng and Mr. Fan Jie as candidates for non independent directors of the company without damaging the interests of the company and other shareholders.
The above candidates for non independent directors can become directors of the company only after they are elected by cumulative voting at the general meeting of shareholders of the company. If Mr. Jiao Jianjun, Mr. Sun Peigang, Mr. Wang Xiaocheng and Mr. Fan Jie are elected as directors of the company, the total number of directors who concurrently serve as senior managers of the company and staff representatives in the board of directors of the company does not exceed half of the total number of directors of the company. In order to ensure the normal operation of the board of directors, the directors who intend to resign at the 10th board of directors of the company shall continue to perform their duties before the new directors take office.
Therefore, we agree to the resolution on the proposal on adjusting some non independent directors made at the 19th meeting of the 10th board of directors of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(2) Independent opinions on adjusting some senior managers and heads of internal audit
The independent directors of the company checked Mr. Wang Xiaocheng's resignation as the general manager of the company and believed that his resignation as the general manager of the company was a job adjustment and no longer qualified for continuing to serve. It was consistent with the reasons for his application for resignation and would not affect the normal production and operation of the company. At the same time, he expressed independent opinions on the appointment of senior managers and the personnel in charge of internal audit. He believed that Mr. Sun Peigang, Mr. Wang Fuwen, Mr. Xia songqian and Mr. Chang Chaofan were qualified for relevant positions, The nomination procedures comply with the provisions of the company law, the articles of association, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, and there is no damage to the interests of the company and other shareholders. It is agreed to appoint Mr. Sun Peigang as the general manager, Mr. Wang Fuwen as the deputy general manager and Mr. Xia songqian as the assistant to the general manager of the company, It is agreed to appoint Mr. Chang Chaofan as the person in charge of the company's internal audit.
Therefore, we agree with the resolution of the 19th meeting of the 10th board of directors of the company to consider and adopt the proposal on adjusting some senior managers and persons in charge of internal audit.
It is hereby announced.
Tianjin Guangyu Development Co.Ltd(000537) board of directors
January 12, 2022
