Securities code: 002961 securities abbreviation: Ruida Futures Co.Ltd(002961) Announcement No.: 2022-004
Bond Code: 128116 bond abbreviation: Ruida convertible bond
Announcement of resolutions of the first meeting of the Fourth Board of directors
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、 Convening of board meeting
The first meeting of the Fourth Board of directors of Ruida Futures Co.Ltd(002961) (hereinafter referred to as "the company") was held on January 13, 2022 in the conference room on the 27th floor of the company, No. 18 Taoyuan Road, Siming District, Xiamen by means of on-site and communication. With the unanimous consent of all directors, the time limit for advance notice of this meeting is exempted. There are 8 directors who should attend the meeting and 8 directors who actually attended the meeting, including directors Chen Shoude, Mr. Yu Xuexue and Mr. Zhang Yan. The meeting was convened and presided over by Mr. Lin Zhibin, chairman of the board of directors. The convening and convening of the meeting comply with the provisions of laws, administrative regulations, departmental rules and the articles of association.
2、 Deliberations of the board meeting
After deliberation, the following resolutions were adopted by written voting at this meeting:
(I) deliberated and passed the proposal on electing the chairman of the Fourth Board of directors of the company
After deliberation and voting by all directors, Mr. Lin Zhibin was elected as the chairman of the Fourth Board of directors of the company. The term of office starts from the date of deliberation and approval of the current board of directors to the date of expiration of the Fourth Board of directors. (see the attachment for the resume of Mr. Lin Zhibin)
The independent directors of the company expressed their independent opinions on this matter. For details, see the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcements on.
Voting results: 8 affirmative votes, 0 negative votes, 0 abstention votes, passed by vote.
(II) deliberated and passed the proposal on electing the vice chairman of the Fourth Board of directors of the company
After deliberation and voting by all directors, Mr. Zhang Yan is elected as the vice chairman of the Fourth Board of directors of the company. His term of office starts from the date of deliberation and approval of the current board of directors to the date of expiration of the Fourth Board of directors. (see the appendix for Mr. Zhang Yan's resume) the independent directors of the company expressed their independent opinions on this matter. For details, see the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcements on.
Voting results: 8 affirmative votes, 0 negative votes, 0 abstention votes, passed by vote.
(III) deliberated and passed the proposal on the election of members and chairmen of special committees of the Fourth Board of directors of the company
In order to improve the corporate governance structure and promote the scientific and efficient decision-making of the company's board of directors, the Fourth Board of directors of the company has established a strategy committee, an audit committee, a nomination committee, a remuneration and examination committee and a risk management committee in accordance with the relevant provisions of the standards for the governance of listed companies and the articles of association. The specific election and composition are as follows:
1. Election of members and chairman of the Strategy Committee;
After full discussion and careful election, Mr. Lin Zhibin, Mr. Ge Chang and Mr. Yu Xuexue served as members of the strategy committee of the Fourth Board of directors of the company, and Mr. Lin Zhibin served as the chairman.
2. To elect members and chairman of the Audit Committee;
After full discussion and careful election, Mr. Chen Shoude, Mr. Lin Hongbin and Mr. Yu Xuexue serve as members of the audit committee of the Fourth Board of directors of the company, and Mr. Chen Shoude is the chairman.
3. To elect members and chairman of the Nomination Committee;
After full discussion and careful election, Mr. Chen Yonghui, Mr. Chen Shoude and Mr. Lin Hongbin served as members of the nomination committee of the Fourth Board of directors of the company, and Mr. Chen Yonghui was the chairman.
4. To elect members and chairman of the remuneration and assessment committee;
After full discussion and careful election, Mr. Yu Xuexue, Mr. Lin Zhibin and Mr. Chen Yonghui served as members of the remuneration and assessment committee of the Fourth Board of directors of the company, and Mr. Yu Xuexue was the chairman.
5. Elect members and chairman of the risk management committee;
After full discussion and careful election, Mr. Lin Zhibin, Mr. Ge Chang and Mr. Chen Shoude served as members of the risk management committee of the Fourth Board of directors of the company, and Mr. Lin Zhibin served as the chairman.
The term of office of the above members is from the date of deliberation and approval of the current board of directors to the date of expiration of the Fourth Board of directors. The resumes of the members of the above-mentioned special committees are shown in the annex.
Voting results: 8 affirmative votes, 0 negative votes, 0 abstention votes, passed by vote.
(IV) deliberated and passed the proposal on the appointment of the general manager of the company
According to the nomination of Mr. Lin Zhibin, chairman of the 4th board of directors, and approved by the nomination committee of the 4th board of directors, the 4th board of directors of the company agreed to appoint Mr. Ge Chang as the general manager of the company, with a term of office from the date of deliberation and approval of the current board of directors to the date of expiration of the 4th board of directors. (see the attachment for the resume of Mr. Ge Chang)
The independent directors of the company expressed their independent opinions on this matter. For details, see the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcements on.
Voting results: 8 affirmative votes, 0 negative votes, 0 abstention votes, passed by vote.
(V) deliberated and passed the proposal on the appointment of the company's deputy general manager
According to the nomination of Mr. Ge Chang, the general manager, and the approval of the nomination committee of the 4th board of directors, the 4th board of directors of the company agreed to appoint Mr. Huang Weiguang, Ms. Lin Juan, Mr. Huang Hua, Mr. Liu Shipeng and Mr. Xu Zhimou as the deputy general manager of the company, with a term of office from the date of deliberation and approval of the current board of directors to the date of expiration of the 4th board of directors. The resumes of the above executives are shown in the annex.
The independent directors of the company expressed their independent opinions on this matter. For details, see the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcements on.
Voting results: 8 affirmative votes, 0 negative votes, 0 abstention votes, passed by vote.
(VI) deliberated and passed the proposal on the appointment of the company's chief financial officer
According to the nomination of Mr. Ge Chang, the general manager, and the approval of the nomination committee of the 4th board of directors, the 4th board of directors of the company agreed to appoint Ms. Zeng Yonghong as the chief financial officer of the company, with a term of office from the date of deliberation and approval of the current board of directors to the date of expiration of the 4th board of directors. (see the attachment for the resume of Ms. Zeng Yonghong)
The independent directors of the company expressed their independent opinions on this matter. For details, see the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcements on.
Voting results: 8 affirmative votes, 0 negative votes, 0 abstention votes, passed by vote.
(VII) deliberated and passed the proposal on appointing the Secretary of the board of directors of the company
According to the nomination of Mr. Lin Zhibin, chairman of the 4th board of directors, and approved by the nomination committee of the 4th board of directors, the 4th board of directors of the company agreed to appoint Ms. Lin Juan as the Secretary of the board of directors of the company, with a term of office from the date of deliberation and approval of the current board of directors to the date of expiration of the 4th board of directors.
(see the attachment for the resume of Ms. Lin Juan)
The independent directors of the company expressed their independent opinions on this matter. For details, see the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcements on.
Voting results: 8 affirmative votes, 0 negative votes, 0 abstention votes, passed by vote.
(VIII) deliberated and passed the proposal on appointing the company's chief risk officer
According to the nomination of Mr. Lin Zhibin, chairman of the 4th board of directors and approved by the nomination committee of the 4th board of directors, the 4th board of directors of the company agreed to appoint Mr. Yang Mingdong as the chief risk officer of the company, with a term of office from the date of deliberation and approval of the current board of directors to the date of expiration of the 4th board of directors. (see attachment for resume of Mr. Yang Mingdong)
The independent directors of the company expressed their independent opinions on this matter. For details, see the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcements on.
Voting results: 8 affirmative votes, 0 negative votes, 0 abstention votes, passed by vote.
(IX) deliberated and passed the proposal on appointing the head of the company's internal audit department
The 4th board of directors of the company agreed to appoint Ms. Fei Yang as the head of the internal audit department of the company to be responsible for the internal audit of the company. Her term of office starts from the date of deliberation and approval of the current board of directors to the date of expiration of the term of office of the 4th board of directors. (see attachment for resume of Ms. Fei Yang)
Voting results: 8 affirmative votes, 0 negative votes, 0 abstention votes, passed by vote.
(x) deliberated and passed the proposal on the appointment of securities affairs representative of the company
The 4th board of directors of the company agreed to appoint Ms. Gan Yajuan as the securities affairs representative of the company to assist the Secretary of the board of directors in performing his duties. The term of office starts from the date of deliberation and approval of the current board of directors to the date of expiration of the 4th board of directors. (see the attachment for the resume of Ms. Gan Yajuan)
Voting results: 8 affirmative votes, 0 negative votes, 0 abstention votes, passed by vote.
3、 Documents for future reference
1. Resolution of the first meeting of the Fourth Board of directors;
2. Independent opinions of independent directors on matters related to the first meeting of the Fourth Board of directors of the company.
It is hereby announced.
Ruida Futures Co.Ltd(002961) board of directors
January 13, 2022
Attachment: resume of relevant personnel
1、 Chairman
Lin Zhibin, male, born in November 1969, Chinese nationality, without overseas permanent residency, is an EMBA student of Xiamen University. From October 1991 to January 1993, worked in Shenzhen PepsiCo commodity futures investment consulting company; From February 1993 to August 1994, worked as the manager of Shantou Nanfang futures brokerage Co., Ltd; From March 1995 to July 1998, he worked in Shaanxi Baoji Tongyuan material Trade Co., Ltd. as deputy general manager; From July 1998 to July 1999, he worked in Sichuan Xingxin futures brokerage Co., Ltd. as the general manager; From August 1999 to November 2012, he worked in Ruida Futures Co.Ltd(002961) brokerage Co., Ltd. and successively served as deputy general manager, general manager and chairman of the company; Since November 2012, he has served as the chairman of the company, as well as the chairman of the subsidiary Ruida xinkong Capital Management Co., Ltd., the director of Ruida International Financial Holding Co., Ltd., the director of Ruida international asset management (Hong Kong) Co., Ltd. and the director of Ruida International Finance Co., Ltd; He is also a member of the Fourth Board of directors of Shanghai Futures Exchange.
Mr. Lin Zhibin, the directors Mr. Lin Hongbin and Ms. Lin Lifang are acting in concert with each other, the actual controller of the company and the brother relationship with the director Mr. Lin Hongbin. In addition, he 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.
As of the disclosure date of this announcement, Mr. Lin Zhibin did not directly hold the shares of the company, but indirectly held 112801728 shares of the company through Xiamen Jianuo Industrial Co., Ltd., accounting for 25.35% of the total share capital of the company. Mr. Lin Zhibin is not under the circumstances specified in Article 146 of the company law; Not prohibited from entering the securities market by the CSRC; Not publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; Within the last three years, it has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; Not being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations; After the company's inquiry on the website of the Supreme People's court, it does not belong to the "dishonest executee".
2、 Vice Chairman
Zhang Yan, male, born in May 1972, Chinese nationality, without overseas permanent residency, EMBA of Changjiang business school, master of business administration, former chairman of huarongda Futures Co., Ltd., principle of Zhengzhou Commodity Exchange, principle of Dalian Commodity Exchange, former part-time vice chairman of Zhengzhou Federation of industry and commerce. From July 1991 to September 1995, he worked in Henan Agricultural Machinery Corporation as department manager; From September 1995 to January 2003, he worked in Henan grain trading company as department manager and deputy general manager; From February 2003 to August 2021, he worked in Huarong Rongda Futures Co., Ltd. as chairman and legal representative.
Mr. Zhang Yan and other directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares
As of the date of disclosure of this announcement, Mr. Zhang Yan did not hold shares of the company. Mr. Zhang Yan is not under the circumstances specified in Article 146 of the company law; Not prohibited from entering the securities market by the CSRC; Not publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; Within the last three years, it has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; Not being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations; After the company's inquiry on the website of the Supreme People's court, it does not belong to the "dishonest executee".
3、 Members of special committees
1. Member of strategy committee
(1) For the resume of Mr. Lin Zhibin, see I. chairman.
(2) Ge Chang, male, born in June 1968, Chinese nationality, without permanent residency abroad, graduated from Zhengzhou Industrial College in July 1995 with a college degree. From July 1991 to January 1993, he worked as a technician in Jiangsu Wuxi Electric Appliance Factory; From February 1993 to June 1994, worked in Wuxi Haitian futures company; From November 1995 to November 1998, worked in the Shenzhen business department of Shantou Yifeng futures company and served as the manager of the marketing department; From December 1998 to November 2012, he worked in Ruida Futures Co.Ltd(002961) brokerage Co., Ltd. and successively served as director of marketing department, manager of business department, director of online business department, deputy general manager
