Securities code: 600179 securities abbreviation: Antong Holdings Co.Ltd(600179) Announcement No.: 2022-005 Antong Holdings Co.Ltd(600179)
Announcement on the resolution of the second extraordinary meeting of the seventh board of directors in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Convening of board meeting
(I) Antong Holdings Co.Ltd(600179) (hereinafter referred to as “the company”) the notice of the second extraordinary meeting of the seventh board of directors in 2022 was sent to all directors by e-mail and wechat on January 11, 2022. The convening of this meeting and the contents of proposal I and proposal II were proposed by Fujian zhaohang logistics management partnership (limited partnership), which holds more than 10% of the company’s shares, on January 7, 2022.
(II) the meeting of the board of directors was held at 10:00 a.m. on January 12, 2022 in the conference room on the 5th floor, No. 156, Tonggang West Street, Donghai street, Fengze District, Quanzhou City, Fujian Province.
(III) 6 persons should attend the meeting of the board of directors and 6 actually attended.
(IV) due to the vacancy of the chairman of the company and the absence of a vice chairman, more than half of all directors elected Mr. Zhao Mingyang to convene and preside over the meeting. The supervisors of the company failed to attend the meeting as nonvoting delegates due to work reasons, and all senior managers of the company attended the meeting as nonvoting delegates.
(V) the convening of the board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
(I) the proposal on adding Wang Wei as a non independent director of the company was deliberated and adopted with 6 affirmative votes, 0 negative votes and 0 abstention.
In accordance with the company law, the articles of association and other relevant provisions, in order to improve the corporate governance structure, after the qualification examination of the members of the nomination committee of the company, the board of directors agreed to nominate Mr. Wang Wei as the candidate for non independent director of the company. The term of office starts from the date of election by the general meeting of shareholders and ends from the term of office of the seventh board of directors (see Annex for Mr. Wang Wei’s resume).
The independent directors of the company expressed independent opinions on the above matters. See the company’s website at Shanghai stock exchange for details（ http://www.sse.com.cn./ ）Independent opinions of independent directors on matters related to the second extraordinary meeting of the seventh board of directors in 2022 disclosed.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation and approval.
(II) the proposal on adding Liu Qingliang as an independent director of the company was deliberated and adopted with 6 affirmative votes, 0 negative votes and 0 abstention.
In accordance with the company law, the articles of association and other relevant provisions, in order to improve the corporate governance structure, after the qualification examination of the members of the nomination committee of the company, the board of directors agreed to nominate Mr. Liu Qingliang as the candidate for independent director of the company. The term of office starts from the date of election by the general meeting of shareholders and ends from the term of office of the seventh board of directors (see Annex for Mr. Liu Qingliang’s resume).
The independent directors of the company expressed independent opinions on the above matters. See the company’s website at Shanghai stock exchange for details（ http://www.sse.com.cn./ ）Independent opinions of independent directors on matters related to the second extraordinary meeting of the seventh board of directors in 2022 disclosed.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation and approval.
(III) the proposal on Amending the articles of association was deliberated and adopted with 6 affirmative votes, 0 negative votes and 0 abstention.
For details of the announcement on Amending the articles of association, please refer to Shanghai Securities News, China Securities News and the website of Shanghai Stock Exchange（ http://www.sse.com.cn./ ）。 See the website of Shanghai stock exchange for details of the revised articles of association（ http://www.sse.com.cn./ ）。
This proposal must be submitted to the general meeting of shareholders of the company for deliberation and approval.
(IV) the proposal on convening the company’s first extraordinary general meeting in 2022 was deliberated and adopted by 6 votes in favor, 0 against and 0 abstention.
It is agreed that the first extraordinary general meeting of the company in 2022 will be held at 14:00 on January 28, 2022 in the conference room on the 5th floor, No. 156, Tonggang West Street, Donghai street, Fengze District, Quanzhou City, Fujian Province. The relevant meeting notice and this resolution will be announced on the website of Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）And China Securities Journal and Shanghai Securities Journal.
3、 Documents for future reference
(1) Resolution of the second extraordinary meeting of the seventh board of directors in 2022
(2) Independent opinions of independent directors on matters related to the second extraordinary meeting of the seventh board of directors in 2022
It is hereby announced.
Antong Holdings Co.Ltd(600179) board of directors January 13, 2022 Annex:
Resume of non independent director candidates
Mr. Wang Wei, male, born in August 1969, Chinese nationality, without permanent overseas residency, member of the Communist Party of China, bachelor degree. From May 2016 to August 2017, served as the general manager of Shenzhen starfish Port Development Co., Ltd; From August 2017 to February 2018, he served as general manager of Shantou merchants port group company and general manager of Shenzhen starfish Port Development Co., Ltd; From February 2018 to September 2019, served as the general manager of Shenzhen starfish Port Development Co., Ltd; From September 2019 to December 2019, he served as chairman of Shantou merchants Port Group Co., Ltd. and general manager of Shenzhen starfish Port Development Co., Ltd; From December 2019 to now, he has served as the chairman of Shantou China Merchants Port Group Co., Ltd.
At present, Mr. Wang Wei does not hold shares of the company and has an association with the controlling shareholder of the company. He is the chairman of the Management Committee of Fujian zhaohang logistics management partnership (limited partnership), the controlling shareholder of the company; There is no affiliated relationship with other shareholders holding more than 5% of the shares of the company and other current directors, supervisors and senior managers of the company; There are no circumstances prohibited by the company law and the articles of association, nor have they been punished by the CSRC and other relevant departments or the Shanghai Stock Exchange.
Resume of independent director candidates
Mr. Liu Qingliang, male, born in January 1960, Chinese nationality, without permanent overseas residency, member of the Communist Party of China, graduate degree and senior economist title. From July 2013 to January 2020, he successively served as general manager of audit department, director of risk management department, director of legal compliance department, director of audit department and director of audit center of China Merchants Group; He is currently the vice president of the communications branch of the China Audit Association, a member of the expert committee and a representative of the Nanshan District People’s Congress of Shenzhen.
At present, Mr. Liu Qingliang does not hold shares of the company and has no relationship with the controlling shareholder of the company; There is no affiliated relationship with other shareholders holding more than 5% of the shares of the company and other current directors, supervisors and senior managers of the company; There are no circumstances prohibited by the company law and the articles of association, nor have they been punished by the CSRC and other relevant departments or the Shanghai Stock Exchange.
