Securities code: Chengdu Galaxy Magnets Co.Ltd(300127) securities abbreviation: Chengdu Galaxy Magnets Co.Ltd(300127) Announcement No.: 2022020 Chengdu Galaxy Magnets Co.Ltd(300127)
Announcement on the resolutions of the 15th meeting of the 6th 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 falsehood
Records, misleading statements or material omissions.
Chengdu Galaxy Magnets Co.Ltd(300127) (hereinafter referred to as "the company") the 15th meeting of the sixth board of directors (hereinafter referred to as "the meeting") was held at 10:00 on April 26, 2022 in conference room 2 of the company by combining on-site and communication. The board of directors sent the notice of this meeting to all directors by mail on April 19, 2022. The meeting was attended by 9 directors and 9 in person (among them, independent director Liu Zhiqiang attended the meeting by means of communication). The supervisors and senior executives of the company attended the meeting as nonvoting delegates, which was in line with the relevant provisions of the company law and the articles of association.
The meeting was presided over by Mr. Dai Yan, chairman of the board of directors. After deliberation and voting by the directors present, the following resolutions were reached at the meeting:
1. The company's report for the first quarter of 2022 was reviewed and approved
Voting results: 9 in favor, 0 abstention and 0 against; The number of consent votes accounted for 100% of the total votes.
2. Deliberated and adopted the proposal on the election of non independent directors by the board of directors
The term of office of the sixth board of directors of the company is about to expire, and the company will conduct a general election of the board of directors in accordance with relevant laws and regulations. According to the qualification examination results and suggestions of the nomination committee of the sixth board of directors on the candidates for non independent directors of the seventh board of directors, the directors of the company jointly agree to nominate the candidates for non independent directors of the seventh board of directors as follows:
Nominate Mr. Dai Yan, Mr. Tang Buyun, Mr. Wu Zhijian, Ms. Zhang Yan, Mr. He Jinzhou and Mr. Zhu Kuiwen as candidates for non independent directors of the seventh board of directors of the company; The term of office of the current board of directors is three years and takes effect from the date of adoption by the general meeting of shareholders. The resumes of each candidate are shown in the "annex".
Voting results:
(1) All directors present at the meeting agreed to nominate Mr. Dai Yan as a candidate for non independent director of the seventh board of directors of the company by 9 votes in favor, 0 votes against and 0 abstentions; The term of office is three years from the date of adoption by the general meeting of shareholders.
(2) All directors present at the meeting agreed to nominate Mr. Tang Buyun as a candidate for non independent director of the seventh board of directors of the company by 9 votes in favor, 0 votes against and 0 abstentions; The term of office is three years from the date of adoption by the general meeting of shareholders.
(3) All directors present at the meeting agreed to nominate Mr. Wu Zhijian as a candidate for non independent director of the seventh board of directors of the company by 9 votes in favor, 0 votes against and 0 abstentions; The term of office is three years from the date of adoption by the general meeting of shareholders.
(4) All directors present at the meeting agreed to nominate Ms. Zhang Yan as a candidate for non independent director of the seventh board of directors of the company by 9 votes in favor, 0 votes against and 0 abstentions; The term of office is three years from the date of adoption by the general meeting of shareholders.
(5) All directors present at the meeting agreed to nominate Mr. He Jinzhou as a candidate for non independent director of the seventh board of directors of the company by 9 votes in favor, 0 votes against and 0 abstentions; The term of office is three years from the date of adoption by the general meeting of shareholders.
(6) All directors present at the meeting agreed to nominate Mr. Zhu Kuiwen as a candidate for non independent director of the seventh board of directors of the company by 9 votes in favor, 0 against and 0 abstention; The term of office is three years from the date of adoption by the general meeting of shareholders.
The independent directors of the company expressed independent opinions on this proposal and agreed to the nomination of non independent director candidates of the seventh board of directors by the board of directors. For details, see the relevant announcement published by the company on the same day.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting system shall be adopted for voting.
3. Deliberated and adopted the proposal on the election of independent directors by the board of directors
The term of office of the sixth board of directors of the company is about to expire, and the company will conduct a general election of the board of directors of the company in accordance with relevant laws and regulations. According to the qualification examination results and suggestions of the nomination committee of the sixth board of directors on the candidates for independent directors of the seventh board of directors, the board of directors of the company agrees that the candidates for independent directors of the seventh board of directors are nominated as follows:
Nominate Mr. Wang Renping, Mr. Fu Jiang and Mr. Luo min as candidates for independent directors of the seventh board of directors of the company. The term of office of the current board of directors is three years and takes effect from the date of adoption by the general meeting of shareholders. The resumes of each candidate are shown in the "annex".
Voting results:
(1) All directors present at the meeting agreed to nominate Mr. Wang Renping as the candidate for independent director of the seventh board of directors of the company by 9 votes in favor, 0 votes against and 0 abstentions; The term of office is three years from the date of adoption by the general meeting of shareholders.
(2) All directors present at the meeting agreed to nominate Mr. Fu Jiang as the candidate for independent director of the seventh board of directors of the company by 9 votes in favor, 0 votes against and 0 abstentions; The term of office is three years from the date of adoption by the general meeting of shareholders.
(3) All directors present at the meeting agreed to nominate Mr. Luo min as the candidate for independent director of the seventh board of directors of the company by 9 votes in favor, 0 votes against and 0 abstentions; The term of office is three years from the date of adoption by the general meeting of shareholders.
The independent directors of the company have expressed independent opinions on this proposal and agreed to the nomination of independent director candidates of the seventh board of directors by the board of directors. For details, see the relevant announcements announced by the company on the same day.
The candidates for independent directors mentioned in this proposal shall be submitted to Shenzhen stock exchange for examination and approval. After there is no objection, they shall be submitted to the general meeting of shareholders for deliberation, and the cumulative voting system shall be adopted for voting.
4. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The directors attending the meeting agreed that after the board meeting, the board of directors of the company, as the convener, would convene the first extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on May 31, 2022 to consider the matters to be submitted to the general meeting of shareholders for consideration. See the notice of the first extraordinary general meeting of shareholders in 2022 disclosed by the company on the gem information disclosure website cninfo.com designated by the CSRC on the same day.
Voting results: 9 in favor, 0 abstention and 0 against; The number of consent votes accounted for 100% of the total votes.
Chengdu Galaxy Magnets Co.Ltd(300127)
Board of directors
April 26, 2022
enclosure:
1、 Resume of non independent director candidates
(1) Mr. Dai Yan: born in October 1965, Chinese nationality, does not have the right of residence abroad. He graduated from Sichuan University in 1986 with a bachelor's degree in materials science and obtained a master's degree in Materials Engineering in 1991. He has been working in Chengdu Galaxy Magnets Co.Ltd(300127) since 1993 and has been engaged in the research, development and production management of bonded NdFeB rare earth magnets for a long time. He has won the model worker of Chengdu, the model worker of Sichuan Province, the outstanding expert with outstanding contributions in Chengdu, the outstanding expert with outstanding contributions in Sichuan Province and the first prize of scientific and technological progress in Sichuan Province.
Served successively as Chengdu Galaxy Magnets Co.Ltd(300127) vice chairman and general manager; He has successively served as the chairman of Chengdu Galaxy Magnets Co.Ltd(300127) since June 2007.
Mr. Dai Yan is the second largest shareholder of the company, directly holding 98615862 shares of the company, accounting for 30.52% of the total share capital of the company, and has no relationship with other shareholders holding more than 5% of the shares of the company, other directors, supervisors and senior managers of the company; Have not been punished by the CSRC and other relevant departments or the stock exchange, and have not been placed on file for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and there is no clear conclusion; 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; There are no circumstances stipulated in the company law and the articles of association that the company is not allowed to serve as a director of the company, and there are no circumstances stipulated in article 3.2.3 of the self regulatory guidelines of Shenzhen Stock Exchange No. 2 - Guidelines for the standardized operation of listed companies.
(2) Mr. Tang Buyun: born in June 1953, Chinese nationality, does not have the right of residence abroad. He graduated from Sichuan business school in 1975 and from the Department of politics and education of Sichuan Normal University in 1982, with a bachelor's degree in law. He has successively served as the chairman of Chengdu Galaxy Magnets Co.Ltd(300127) and the vice chairman of Chengdu Galaxy Magnets Co.Ltd(300127) since June 2007.
Mr. Tang Buyun is the actual controller of Chengdu Galaxy industry (Group) Co., Ltd., the largest shareholder of the company. He indirectly holds 65672934 shares of the company, accounting for 20.32% of the total share capital of the company. He is married to Ms. Zhang Yan, the candidate for director (see Ms. Zhang Yan's resume for details). Mr. Tang Buyun has no relationship with other shareholders holding more than 5% of the company's shares, other directors, supervisors and senior managers except Ms. Zhang Yan; Have not been punished by the CSRC and other relevant departments or the stock exchange, and have not been placed on file for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and there is no clear conclusion; 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; There are no circumstances stipulated in the company law and the articles of association that the company is not allowed to serve as a director of the company, and there are no circumstances stipulated in article 3.2.3 of the self regulatory guidelines of Shenzhen Stock Exchange No. 2 - Guidelines for the standardized operation of listed companies.
(3) Mr. Wu Zhijian: born in October 1964, Chinese nationality, does not have the right of residence abroad. Graduated from Sichuan University in 1986, majoring in materials science, with a bachelor's degree. He has been working in Chengdu Galaxy Magnets Co.Ltd(300127) since 1993, and has been engaged in the mass production management and quality management of bonded NdFeB rare earth magnets for a long time. He has won the first prize of Chengdu Science and Technology Progress Award and the first prize of Sichuan Science and technology progress award. Served successively as Chengdu Galaxy Magnets Co.Ltd(300127) director and executive deputy general manager; He has successively served as the director and general manager of Chengdu Galaxy Magnets Co.Ltd(300127) since June 2007.
Mr. Wu Zhijian directly holds 10522318 shares of the company, accounting for 3.26% of the total share capital of the company, and has no relationship with other shareholders holding more than 5% shares, other directors, supervisors and senior managers of the company; Have not been punished by the CSRC and other relevant departments or the stock exchange, and have not been placed on file for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and there is no clear conclusion; 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; There are no circumstances stipulated in the company law and the articles of association that the company is not allowed to serve as a director of the company, and there are no circumstances stipulated in article 3.2.3 of the self regulatory guidelines of Shenzhen Stock Exchange No. 2 - Guidelines for the standardized operation of listed companies.
(4) Ms. Zhang Yan: born in February 1954, Chinese nationality, does not have the right of residence abroad. He graduated from Sichuan business school in 1975 and Sichuan TV University in 1985 with a bachelor's degree. He has successively served as the manager of Sichuan food industry economic and trade company, the manager of Chengdu Chenghua transportation materials company, the director and chief financial officer of Chengdu Galaxy Magnets Co.Ltd(300127) company, and now serves as the director of the company.
Ms. Zhang Yan and Tang Buyun, the actual controller of Chengdu Galaxy industry (Group) Co., Ltd., the largest shareholder of the company, are husband and wife; Ms. Zhang Yan holds 20% of the shares of Chengdu Yinhe industry (Group) Co., Ltd., that is, she indirectly holds 19900889 shares of the company and directly holds 12057318 shares of the company. In total, she holds 31958207 shares of the company, accounting for 9.89% of the total share capital of the company.
Ms. Zhang Yan has no relationship with other shareholders holding more than 5% of the company's shares, other directors, supervisors and senior managers except Mr. Tang Buyun; Have not been punished by the CSRC and other relevant departments or the stock exchange, and have not been placed on file for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and there is no clear conclusion; 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; There is no situation that the company law and the articles of association stipulate that the company is not allowed to serve as a director of the company, there is no situation that the company law and the articles of association stipulate that the company is not allowed to serve as a director of the company, and there is no situation specified in article 3.2.3 of Shenzhen Stock Exchange self regulatory guidelines No. 2 - Guidelines for the standardized operation of listed companies.
(5) Mr. He Jinzhou: born in November 1965, Chinese nationality, does not have the right of residence abroad. He graduated from Huazhong University of technology in 1988 and obtained a master's degree in materials science from Sichuan University in 1991. He has been working in Chengdu Galaxy Magnets Co.Ltd(300127) since 1993 and has been engaged in the research and development of batch production process and equipment of bonded NdFeB rare earth magnets for a long time. He has won the first prize of Chengdu Science and Technology Progress Award and the first prize of Sichuan Science and technology progress award. Successively served as Chengdu Galaxy Magnets Co.Ltd(300127) director and deputy general manager.
Mr. He Jinzhou directly holds 1911464 shares of the company, accounting for 0.59% of the total share capital of the company, and has no relationship with other shareholders holding more than 5% of the shares of the company, other directors, supervisors and senior managers of the company; Have not been punished by the CSRC and other relevant departments or the stock exchange, and have not been placed on file for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and there is no clear conclusion; 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; There are no circumstances stipulated in the company law and the articles of association that the company is not allowed to serve as a director of the company, and there are no circumstances stipulated in article 3.2.3 of the self regulatory guidelines of Shenzhen Stock Exchange No. 2 - Guidelines for the standardized operation of listed companies.
(6) Mr. Zhu Kuiwen: born in August 1966, Chinese nationality, does not have the right of residence abroad. Graduated from the computer department of Sichuan University in 1991, with a postgraduate degree, a master's degree and a registration meeting
