Securities code: Shenzhen Changfang Group Co.Ltd(300301) securities abbreviation: Shenzhen Changfang Group Co.Ltd(300301) Announcement No.: 2022031 Shenzhen Changfang Group Co.Ltd(300301)
Announcement on the proposed purchase of directors, supervisors and senior managers' liability insurance
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.
Shenzhen Changfang Group Co.Ltd(300301) (hereinafter referred to as "the company") convened the 20th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors on April 29, 2022, deliberated and adopted the proposal on the proposed purchase of directors' and supervisors' high liability insurance. In order to further improve the company's risk management system, reduce the company's operational risk and promote the company's directors, supervisors and senior managers to fully exercise their rights and perform their duties within their scope of responsibility, To safeguard the rights and interests of the company and investors, the company plans to purchase liability insurance for the directors, supervisors and senior managers of the company (hereinafter referred to as "directors, supervisors and senior managers liability insurance") in accordance with the standards for the governance of listed companies and other relevant provisions of the China Securities Regulatory Commission. The specific circumstances are as follows:
1、 Specific scheme of Dong Jiangao liability insurance
1. Applicant: Shenzhen Shenzhen Changfang Group Co.Ltd(300301) Group Co., Ltd
2. Insured: directors, supervisors and senior managers of the company (the specific scope shall be subject to the scope determined through consultation with the insurance company)
3. Insurance liability limit: no more than RMB 50 million / year (the specific amount shall be subject to the amount determined through negotiation with the insurance company)
4. Total insurance premium: no more than 500000 yuan / year (specifically determined according to the quotation and negotiation of the insurance company)
5. Insurance period: 12 months (it can be renewed or re insured every year)
To improve decision-making efficiency, The board of directors requests the general meeting of shareholders to authorize the company's management to handle matters related to the purchase of directors' and supervisors' high liability insurance within the above authority (including but not limited to determining other relevant responsible persons; determining insurance companies; if the market changes, determining the liability limit, total insurance premium and other insurance terms according to the market conditions; selecting and appointing insurance brokerage companies or other intermediaries; signing relevant legal documents and dealing with other matters related to insurance and claim settlement, etc.), And handle matters related to renewal or re insurance before the expiration of the liability insurance contract of the directors, supervisors and senior managers in the future.
According to the articles of association and relevant laws and regulations, all directors and supervisors of the company avoided voting on this matter. The purchase of liability insurance for directors, supervisors and senior managers of the company will be directly submitted to the general meeting of shareholders for deliberation.
2、 Opinions of independent directors
The company plans to purchase directors, supervisors and senior managers' liability insurance this time, which is conducive to improving the company's risk control system, protecting the legitimate rights and interests of all directors, supervisors and senior managers of the company, and promoting all directors, supervisors and senior managers of the company to fully exercise their rights and perform their duties. The decision-making and deliberation procedures of this matter are legal and compliant, and there is no damage to the interests of the company and all shareholders. All independent directors unanimously agreed to submit the proposed purchase of director supervisor high liability insurance to the general meeting of shareholders of the company for deliberation.
3、 Opinions of the board of supervisors
The board of supervisors believes that the company's purchase of directors, supervisors and senior managers' liability insurance is conducive to improving the risk control system, protecting the rights and interests of the company's directors, supervisors and senior managers, and promoting the relevant responsible personnel to fully exercise their supervision rights and perform relevant duties. The deliberation procedures for the purchase of directors, supervisors and senior managers' liability insurance are legal and compliant, and there is no damage to the interests of the company and all shareholders.
4、 Documents for future reference
1. Resolutions of the 20th meeting of the 4th board of directors;
2. Resolutions of the 12th meeting of the 4th board of supervisors;
3. Independent directors' independent opinions on relevant matters considered at the 20th meeting of the Fourth Board of directors of the company. It is hereby announced.
Shenzhen Changfang Group Co.Ltd(300301) board of directors
April 29, 2022
