Securities code: Shenzhen Wenke Landscape Co.Ltd(002775) securities abbreviation: Shenzhen Wenke Landscape Co.Ltd(002775)
Announcement No.: 2022046 bond Code: 128127 bond abbreviation: Liberal Arts convertible bond
Shenzhen Wenke Landscape Co.Ltd(002775)
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
Shenzhen Wenke Landscape Co.Ltd(002775) (hereinafter referred to as “the company”) held the 2021 annual general meeting on May 20, 2022, at which the members of the Fifth Board of directors of the company were elected. The Fifth Board of directors of the company was composed of six non independent directors pan Zhaoying, Lu Guocheng, Yang Haolong, Hu Gang, Li Congwen and Wu Zhongqi, and three independent directors Wang Yongjun, Li xianduo and Wei Qifang. With the unanimous consent of all directors, the first meeting of the Fifth Board of directors of the company was held in the conference room of the company on May 20, 2022 by means of on-site and communication voting. Among them, Mr. Hu Gang, a non independent director, Mr. Wang Yongjun, Mr. Li xianduo and Mr. Wei Qifang, independent directors of the company, attended by means of communication. The meeting was presided over by Mr. Pan Zhaoying, a director elected on site. The meeting was held in accordance with the company law of the people’s Republic of China, relevant laws and regulations and Shenzhen Wenke Landscape Co.Ltd(002775) articles of association.
2、 Deliberations of the board meeting
(I) the proposal on electing the chairman and vice chairman of the 5th board of directors of the company was deliberated and adopted
1. Elect Mr. Pan Zhaoying as the chairman of the 5th board of directors of the company. The term of office starts from the date of adoption of this meeting to the expiration of the term of office of this board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
2. Elect Mr. Wu Zhongqi as the vice chairman of the 5th board of directors of the company. The term of office starts from the date of adoption of this meeting to the expiration of the term of office of this board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
(II) the proposal on the election of members of the special committees of the 5th board of directors of the company was deliberated and adopted
It is agreed that the 5th board of directors of the company shall establish four special committees: Strategy Committee, remuneration and assessment committee, audit committee and Nomination Committee. The term of office of members of each special committee shall be from the date of adoption of this meeting to the expiration of the term of office of this board of directors. The election of members of each special committee is as follows:
1. Elect Mr. Pan Zhaoying, the director, Mr. Li xianduo, the independent director and Mr. Wang Yongjun, the independent director, as members of the strategy committee of the 5th board of directors of the company. Convener: Mr. Pan Zhaoying.
Voting results: 9 in favor, 0 against and 0 abstention.
2. Elect independent director Li xianduo, independent director Wei Qifang and director Yang Haolong as members of the remuneration and assessment committee of the Fifth Board of directors of the company. Convener: Mr. Li xianduo.
Voting results: 9 in favor, 0 against and 0 abstention.
3. Elect independent director Wei Qifang, independent director Wang Yongjun and director Hu Gang as members of the audit committee of the Fifth Board of directors of the company. Convener: Mr. Wei Qifang.
Voting results: 9 in favor, 0 against and 0 abstention.
4. Elect independent director Mr. Wang Yongjun, independent director Mr. Li xianduo and director Mr. Li Congwen as members of the nomination committee of the Fifth Board of directors of the company. Convener: Mr. Wang Yongjun.
Voting results: 9 in favor, 0 against and 0 abstention.
(III) the proposal on the appointment of new senior managers of the company was deliberated and adopted
1. Mr. Li Congwen is appointed as the general manager of Shenzhen Wenke Landscape Co.Ltd(002775) according to the nomination of Mr. Pan Zhaoying, chairman of the board of directors. The term of office starts from the date of adoption of this meeting to the expiration of the term of office of this board of directors, and Mr. Li Congwen is determined as the legal representative of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
2. Mr. Wu Zhongqi is appointed as Shenzhen Wenke Landscape Co.Ltd(002775) executive deputy general manager according to the nomination of Mr. Li Congwen, the general manager. The term of office starts from the date of adoption of this meeting to the expiration of the term of office of this board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
3. According to the nomination of Mr. Li Congwen, the general manager, Mr. Nie Yong is appointed as the chief financial officer of Shenzhen Wenke Landscape Co.Ltd(002775) for a term of office from the date of adoption of this meeting to the expiration of the term of office of this board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
4. According to the nomination of the chairman Mr. Pan Zhaoying, Ms. Cheng Yujiao is appointed as the Secretary of Shenzhen Wenke Landscape Co.Ltd(002775) board of directors. The term of office starts from the date of adoption of this meeting to the expiration of the term of office of this board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
Contact information of the Secretary of the board of directors of the company:
Tel: 075533052661
Fax: 075583148398
Email: [email protected].
Contact address: 36 / F, building a, Shenzhen International Innovation Center (Futian science and Technology Plaza), No. 1006, Shennan Avenue, Futian District, Shenzhen
The number of directors concurrently serving as senior managers of the company does not exceed half of the total number of directors of the company. The independent directors of the company expressed their independent opinions on the appointment of senior managers.
Mr. Gao Yuhui, the director and general manager of the Fourth Board of directors of the company, will no longer serve as the director and general manager of the company after the change of office. As of the date of this announcement, Mr. Gao Yuhui holds 7.28 million shares of the company and will continue to strictly abide by the relevant provisions on share locking and reduction of directors and senior managers of listed companies.
Mr. Nie Yong, a director of the Fourth Board of directors and chief financial officer of the company, will no longer serve as a director of the company and will still serve as chief financial officer of the company. As of the date of this announcement, Mr. Nie Yong holds 416000 shares of the company and will continue to strictly abide by the relevant provisions on share locking and reduction of directors and senior managers of listed companies.
Mr. Chen Xiaowei, a director of the Fourth Board of directors of the company, will no longer serve as a director of the company and still serve in the company. As of the date of this announcement, Mr. Chen Xiaowei holds 369700 shares of the company and will continue to strictly abide by the relevant provisions on share locking and reduction of directors and senior managers of listed companies.
Mr. Zhu Shenghua, a director of the Fourth Board of directors of the company, will no longer serve as a director of the company and will still serve in the holding subsidiary after the completion of this term change. As of the date of this announcement, Mr. Zhu Shenghua did not hold shares of the company.
(IV) the proposal on the appointment of securities affairs representatives of the company was deliberated and adopted
Upon the nomination of Mr. Pan Zhaoying, the chairman of the board of directors, Mr. Qin mubang was appointed as the representative of the company’s securities affairs. The term of office starts from the date of adoption of this meeting to the expiration of the term of office of this board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
Contact information of the company’s securities affairs representative:
Tel: 075533052661
Fax: 075583148398
Email: [email protected].
Contact address: 36 / F, building a, Shenzhen International Innovation Center (Futian science and Technology Plaza), No. 1006, Shennan Avenue, Futian District, Shenzhen
3、 Documents for future reference
(I) resolution of the first meeting of the 5th board of directors
(II) independent opinions of independent directors on matters related to the first meeting of the Fifth Board of directors
It is hereby announced.
Shenzhen Wenke Landscape Co.Ltd(002775) board of directors may 21, 2002
Attachment: resume of relevant personnel
Pan Zhaoying: born in 1967, Chinese nationality, Bachelor of industrial enterprise management, School of management, Sun Yat sen University. From 1989 to 1991, he served as an employee of the enterprise management office of Guangzhou Administration of civil aviation of China; From 1991 to 2001, he served as deputy manager and manager of Foshan International Trust and investment company; From 2001 to 2004, he served as the manager of the investment department of Foshan Xinyuan Asset Management Co., Ltd; From 2005 to 2009, he served as the general manager assistant of Foshan fushide Technology Venture Capital Co., Ltd; From 2009 to 2011, he served as a member of the Party committee and director of Foshan railway investment and Construction Group Co., Ltd; From 2011 to 2017, he served as a member of the Party committee, director and deputy general manager of Foshan road and Bridge Construction Co., Ltd; Since 2017, he has served as a member of the Party committee, director and executive deputy general manager of Foshan construction, development and Investment Co., Ltd.
Mr. Pan Zhaoying is a member of the Party committee, director and executive deputy general manager of Foshan Construction Development Investment Co., Ltd., the controlling shareholder of the company. Mr. Pan Zhaoying has no relationship with other directors, supervisors and senior managers of the company. Mr. Pan Zhaoying does not hold shares in the company. Mr. Pan Zhaoying has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange. There is no case where he is filed for investigation by the judicial organ for suspected crime or checked by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion. After searching the directory of dishonest Executees on the website of the Supreme People’s court, Mr. Pan Zhaoying is not a “dishonest executee” and meets the requirements of the company law and other relevant laws, regulations and regulations.
Li Congwen: born in 1969, Chinese nationality, graduated from Wuhan University majoring in accounting, doctor of management and senior accountant. From 1993 to 1995, he served as the accountant in charge of Shenzhen segda sound Co., Ltd; From 1995 to 1996, he served as the financial manager of Shenzhen xinhongguang Petrochemical Co., Ltd; He founded the company in December 1996 and successively served as the general manager and chairman of the company. He is currently the chairman of the company, the director of Shenzhen arts Holding Co., Ltd., the shareholder of the company, the honorary president of Shenzhen arts public welfare foundation, the vice president of Guangdong Landscape Architecture Association and the vice president of Shenzhen Accounting Association.
Mr. Li Congwen directly holds 84.344 million shares of the company, accounting for 16.45% of the total share capital of the company. Li Congwen and Zhao Wenfeng directly and indirectly hold 103854 million shares of the company, accounting for 20.25% of the total share capital of the company. Mr. Li Congwen has no relationship with other directors, supervisors and senior managers of the company. Mr. Li Congwen has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange. There is no case that he has been placed on file for investigation by the judicial organ for suspected crime or checked by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion. After searching the catalogue of dishonest Executees on the website of the Supreme People’s court, Mr. Li Congwen is not a “dishonest executee” and meets the requirements of the company law and other relevant laws, regulations and regulations.
Wu Zhongqi: born in 1980, Chinese nationality, master of economics, Nanjing University of Aeronautics and Astronautics. From 2007 to 2009, worked in Shanxi Securities Co.Ltd(002500) Co., Ltd. and Shanxi Securities Co.Ltd(002500) investment banking department; From 2009 to 2015, he worked in the investment banking department of Sino German Securities Co., Ltd. Since November 2015, he has successively served as deputy general manager, Secretary of the board of directors, vice chairman and executive deputy general manager of the company, director of Wuhan liberal arts ecological environment Co., Ltd., executive director and general manager of Shenzhen liberal arts ecological Investment Co., Ltd. and director of Guangdong Huabo Ecological Industry Co., Ltd.
Mr. Wu Zhongqi has no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company. Mr. Wu Zhongqi holds 1248000 shares of the company, accounting for 0.24% of the total share capital of the company. Mr. Wu Zhongqi has not been punished by the China Securities Regulatory Commission and other relevant departments or disciplined by the stock exchange. There is no case that he has been placed on file for investigation by the judicial organ for suspected crimes or checked by the China Securities Regulatory Commission for suspected violations of laws and regulations, and there is no clear conclusion. After searching the directory of dishonest Executees on the website of the Supreme People’s court, Mr. Wu Zhongqi is not a “dishonest executee” and meets the requirements of the company law and other relevant laws, regulations and regulations.
Nie Yong: born in 1982, Chinese nationality, Bachelor of management, Central South University of economics and law. Since December 2004, he has successively served as the Accounting Director, deputy manager and manager of audit and supervision department of the company’s finance department. He is currently the chief financial officer of the company, the director of Shenzhen Zeguang Investment Co., Ltd., the shareholder of the company, and the executive director and general manager of Shenzhen Ruihua Industrial Co., Ltd.
Mr. Nie Yong has no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company. Mr. Nie Yong directly holds 416000 shares of the company’s equity incentive restricted shares and indirectly holds 416000 shares of the company through Shenzhen Zeguang Investment Co., Ltd., accounting for 0.16% of the total share capital of the company. Mr. Nie Yong has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange. There is no case filed and investigated by the judicial organ for suspected crime or by the CSRC for suspected violation of laws and regulations, There is no clear conclusion. After searching the directory of dishonest Executees on the website of the Supreme People’s court, Mr. Nie Yong is not a “dishonest executee” and meets the requirements of the company law and other relevant laws, regulations and regulations.
Cheng Yujiao: born in 1987, Chinese nationality, Bachelor of management, Central South University of economics and law. From April 2015 to July 2020, he served as the securities affairs representative of the company; From July 2020 to now, he has served as the Secretary of the board of directors of the company and the executive director of Shenzhen Yixian Consulting Service Co., Ltd. Ms. Cheng Yujiao obtained the qualification certificate of secretary of the board of directors of Shenzhen Stock Exchange in November 2015.
Ms. Cheng Yujiao has no relationship with the controlling shareholder and actual controller of the company, and has no position in the company’s shareholders, actual controllers and other units. Ms. Cheng Yujiao does not hold shares of the company. Ms. Cheng Yujiao has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange. There is no case that she has 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. After searching the directory of dishonest Executees on the website of the Supreme People’s court, Ms. Cheng Yujiao is not a “dishonest executee” and complies with the company law and other relevant laws and regulations
