Securities code: Zhejiang Youpon Integrated Ceiling Co.Ltd(002718) securities abbreviation: Zhejiang Youpon Integrated Ceiling Co.Ltd(002718) Announcement No.: 2022034 Zhejiang Youpon Integrated Ceiling Co.Ltd(002718)
Announcement of resolutions of the first meeting of the 5th 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、 Meetings of the board of directors
Zhejiang Youpon Integrated Ceiling Co.Ltd(002718) (hereinafter referred to as "the company") the first meeting of the Fifth Board of directors was held on May 20, 2022 in the company's conference room by means of on-site combined with communication voting. There were 7 directors and 7 actual directors. Supervisors and senior managers attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Shi Shenxiang, chairman of the board. The convening and voting of the meeting were in accordance with the provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
(I) the proposal on Exempting the notice period of this board meeting was deliberated and adopted
Since all directors have been fully aware of the convening time and deliberation matters of the first meeting of the Fifth Board of directors of the company, in order to complete the deliberation of relevant proposals of the meeting as soon as possible, the meeting organization of the board of directors is exempted from the obligation of notice of the board of directors according to the time specified in the articles of association.
Voting results: 7 in favor, 0 against and 0 abstention.
(II) the proposal on the election of the chairman of the 5th board of directors was deliberated and adopted
In accordance with the company law, the articles of association and other relevant laws and regulations, the members of the Fifth Board of directors unanimously elected Mr. Shen Xiang as the chairman of the Fifth Board of directors of the company, with a term of office of three years, which is consistent with the term of office of the fifth board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
(III) the proposal on the election of the vice chairman of the Fifth Board of directors was deliberated and adopted
In accordance with the company law, the articles of association and other relevant laws and regulations, the members of the 5th board of directors unanimously elected Mr. Wang Wuliang as the vice chairman of the 5th board of directors, with a term of office of three years, which is consistent with that of the 5th board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
(IV) the proposal on the election of special committees of the 5th board of directors was deliberated and adopted
In view of the general election of the board of directors of the company, in order to ensure the normal work of the four special committees of the board of directors, in accordance with the articles of association and the working rules of the special committees of the board of directors, all Directors voted and agreed to elect the members of the special committees of the Fifth Board of directors for a term of three years from the date of deliberation and approval of the board of directors to the expiration of the current board of directors. The board of directors of the company consists of audit committee, strategy committee, salary and assessment committee and Nomination Committee, which are composed of the following: 1. Audit Committee:
Chairman: Bao zongke members: Luo lianqin, Ma Hui
2. Strategy Committee:
Chairman: Shi Shenxiang members: Wu Weijiang, Shi Zhangqiang
3. Remuneration and assessment committee:
Committee members Luo Zongqiang and Bao Zongzhang
4. Nomination Committee:
Chairman: Ma Hui members: Luo lianqin, Bao zongke
Voting results: 7 in favor, 0 against and 0 abstention.
(V) the proposal on the appointment of senior managers was deliberated and adopted
1. Appoint Mr. Han Yun (see the attachment for resume) as the general manager of the company
Voting results: 7 in favor, 0 against and 0 abstention.
2. Appoint Mr. Wu Weijiang (see the attachment for resume) as the deputy general manager and Secretary of the board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention.
3. Appoint Mr. Luo Xuping (see the attachment for resume) as the deputy general manager of the company
Voting results: 7 in favor, 0 against and 0 abstention.
4. Appoint Mr. Qin Sihong (see the attachment for resume) as the deputy general manager of the company
Voting results: 7 in favor, 0 against and 0 abstention.
5. Appoint Mr. Yu Haifeng (see the attachment for resume) as the financial director of the company
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company expressed independent opinions on this matter. See http://www.cn.info.com.cn.cn for details Independent opinions of independent directors on matters related to the first meeting of the Fifth Board of directors disclosed.
(VI) the proposal on the appointment of securities affairs representatives was deliberated and adopted
Agree to appoint Ms. Shen Jie (see the appendix for her resume) as the representative of the company's securities affairs for a term of three years, which is consistent with the term of office of the directors of the Fifth Board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
(VII) the proposal on appointing the head of the internal audit department was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
It is agreed to appoint Mr. Song Liangliang (see the appendix for resume) as the head of the internal audit department of the company for a term of three years, which is consistent with the term of office of the directors of the Fifth Board of directors.
(VIII) deliberated and passed the proposal on the external transfer of some assets of raised investment projects
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the securities times and cninfo (www.cn. Info. Com. CN.) Announcement on external transfer of some assets of raised investment projects disclosed.
The independent directors of the company expressed independent opinions on this matter. See http://www.cn.info.com.cn.cn for details Independent opinions of independent directors on matters related to the first meeting of the Fifth Board of directors disclosed.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(IX) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the securities times and cninfo (www.cn. Info. Com. CN.) Notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed.
3、 Documents for future reference
1. Resolutions of the first meeting of the 5th board of directors;
2. Independent opinions of independent directors on matters related to the first meeting of the Fifth Board of directors;
It is hereby announced.
Zhejiang Youpon Integrated Ceiling Co.Ltd(002718)
Board of directors
May 21, 2002
enclosure:
Resumes of relevant personnel
Mr. Han Yun, born in December 1985, master's degree, China.
He used to be the general manager of Midea Group Co.Ltd(000333) regional branch / sales company, the director of domestic marketing of Midea Group Co.Ltd(000333) kitchen power division and the head of Midea Group Co.Ltd(000333) China regional retail. He is now the general manager of the company.
As of the announcement date, Mr. Han Yun directly holds 624942 shares of the company, accounting for 0.48% of the total share capital of the company, and has no relationship with shareholders holding more than 5% of the company's shares, actual controllers and other directors, supervisors and senior managers of the company. Mr. Han Yun is not allowed to serve as a director, supervisor or senior manager in accordance with the provisions of the company law and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board; (2) It is determined by the CSRC as a market prohibited person and has not been lifted; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; (4) Subject to administrative punishment by the CSRC; (5) Being publicly condemned by the stock exchange or criticized in more than three circulars; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by China Securities Regulatory Commission for suspected violations of laws and regulations.
According to the inquiry on the website of the Supreme People's court, Mr. Han Yun is not a "dishonest executee".
Mr. Wu Weijiang: born in January 1977, Chinese nationality, bachelor degree, once served as the manager of the regional marketing center of Qingdao Haier refrigerator company, the chief of the franchise section of Guangdong vantage group, the assistant to the general manager of Guangdong Opple Lighting Co.Ltd(603515) marketing, the marketing director and planning director of Jiaxing AIA Electric Appliance Co., Ltd., and the planning director of Zhejiang AIA integrated ceiling Co., Ltd. He is currently a director, deputy general manager and Secretary of the board of directors of the company.
As of the announcement date, Mr. Wu Weijiang directly holds 1762839 shares of the company, accounting for 1.34% of the total share capital of the company, and has no relationship with shareholders holding more than 5% of the shares, actual controllers and other directors, supervisors and senior managers of the company. Mr. Wu Weijiang is not under the following circumstances: (1) the company law and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board stipulate that he shall not serve as a director, supervisor and senior manager; (2) It is determined by the CSRC as a market prohibited person and has not been lifted; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; (4) Subject to administrative punishment by the CSRC; (5) Being publicly condemned by the stock exchange or criticized in more than three circulars; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by China Securities Regulatory Commission for suspected violations of laws and regulations.
After inquiry on the website of the Supreme People's court, Mr. Wu Weijiang does not belong to the "dishonest executee".
Mr. Luo Xuping: born in January 1969, Chinese nationality, high school education, once served as the legal representative of Jiaxing AIA Electric Appliance Co., Ltd., the executive director and general manager of Jiaxing AIA kitchen Co., Ltd., and the general manager of the engineering division of the company. Now he is the deputy general manager of the company.
As of the announcement date, Mr. Luo Xuping directly holds 622856 shares of the company, accounting for 0.47% of the total share capital of the company. He is the younger brother of the controlling shareholder and actual controller of the company, Luo lianqin, and the younger brother of the spouse of the controlling shareholder and actual controller of the company, Mr. Shen Xiang. He has no relationship with other directors, supervisors and senior managers of the company. Mr. Luo Xuping is not under the following circumstances: (1) the company law and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board stipulate that he shall not serve as a director, supervisor and senior manager; (2) It is determined by the CSRC as a market prohibited person and has not been lifted; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; (4) Subject to administrative punishment by the CSRC; (5) Being publicly condemned by the stock exchange or criticized in more than three circulars; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by China Securities Regulatory Commission for suspected violations of laws and regulations.
According to the inquiry on the website of the Supreme People's court, Mr. Luo Xuping is not a "dishonest person subjected to execution".
Mr. Qin Sihong: born in October 1970, Chinese nationality, bachelor degree, once served as the executive deputy general manager and assistant general manager of Yangye Electric Appliance Co., Ltd. Now he is the deputy general manager of the company.
As of the announcement date, Mr. Qin Sihong directly holds 32550 shares of the company, accounting for 0.02% of the total share capital of the company, and has no relationship with shareholders holding more than 5% of the shares, actual controllers and other directors, supervisors and senior managers of the company. Mr. Qin Sihong is not under the following circumstances: (1) the company law and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board stipulate that he shall not serve as a director, supervisor and senior manager; (2) It is determined by the CSRC as a market prohibited person and has not been lifted; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; (4) Subject to administrative punishment by the CSRC; (5) Being publicly condemned by the stock exchange or criticized in more than three circulars; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by China Securities Regulatory Commission for suspected violations of laws and regulations.
After inquiry on the website of the Supreme People's court, Mr. Qin Sihong does not belong to the "dishonest executee".
Mr. Yu Haifeng, born in February 1979, is a Chinese national with a bachelor's degree. He used to be the accountant and financial director of Yantai Branch of Zhejiang Ronglian Ceramic Industry Co., Ltd., the director of the Audit Department of Zhejiang Ronglian Ceramic Industry Co., Ltd., the auditor of Haiyan Dongxin tax agent firm, the financial director of Jiaxing Youbang Electric Appliance Co., Ltd. and the financial manager of Zhejiang Youbang integrated ceiling Co., Ltd. Currently, he is the financial director of the company.
As of the announcement date, Mr. Yu Haifeng directly holds 50000 shares of the company, accounting for 0.04% of the total share capital of the company, and has no relationship with shareholders holding more than 5% of the shares of the company, actual controllers and other directors, supervisors and senior managers of the company. No. 1 - the situation that a listed company on the main board is not allowed to serve as a director, supervisor or senior manager in accordance with the provisions of "standardized operation of listed companies on the main board"; (2) It is determined by the CSRC as a market prohibited person and has not been lifted; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; (4) Subject to administrative punishment by the CSRC; (5) Being publicly condemned by the stock exchange or criticized in more than three circulars; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by China Securities Regulatory Commission for suspected violations of laws and regulations.
According to the inquiry on the website of the Supreme People's court, Mr. Yu Haifeng does not belong to the "dishonest executee".
Ms. Shen Jie: born in September 1991, Chinese nationality, bachelor degree, once served as the representative of Brother Enterprises Holding Co.Ltd(002562) securities affairs, has been working in the securities legal department of the company since January 2021, and obtained the qualification certificate of secretary of the board of directors of Shenzhen Stock Exchange in November 2015.
Mr. Song Liangliang, born in October 1985, is a Chinese national with a bachelor's degree. He once served as an accountant and Zhejiang Youpon Integrated Ceiling Co.Ltd(002718) General Manager Secretary of Zhengzhou Meisheng Real Estate Development Co., Ltd. and is now the head of the internal audit department of the company.
