Securities abbreviation: Chongqing Changan Automobile Company Limited(000625) (Chang'an b) securities code: Chongqing Changan Automobile Company Limited(000625) (200625) Announcement No.: 202232 Chongqing Changan Automobile Company Limited(000625)
Announcement of resolutions of the 40th meeting of the 8th 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.
The company held the 40th meeting of the 8th board of directors on May 20, 2022, and the meeting notice and documents were sent to all directors of the company by mail or fax on May 18, 2022. 15 directors shall attend the meeting, and 15 directors actually participate in the meeting. This meeting complies with the company law, the articles of association and other relevant provisions, and the resolutions formed at the meeting are legal and effective. The meeting considered and adopted the following proposals by written vote:
Proposal 1 proposal on the change of independent directors
Voting results: 15 in favor, 0 against and 0 abstention.
The board of directors of the company received the written resignation report submitted by independent directors Mr. Liu Jipeng, Mr. Li Qingwen, Mr. Chen Quanshi and Mr. Tan Xiaosheng. Since they have served as independent directors for six consecutive years in Chongqing Changan Automobile Company Limited(000625) office, they applied to resign from the relevant positions of the independent director and each Special Committee of the eighth board of directors of the company, and will no longer hold any position of the company after resignation. According to regulatory regulations, the resignation of the above independent directors will result in the number of independent directors being less than one-third of the members of the board of directors, and there are no accounting professionals among the independent directors. Therefore, they will continue to perform their duties until the election of new independent directors is completed. Up to now, the above independent directors do not hold shares of the company.
The board of directors nominated Mr. Li Keqiang, Mr. Ding Wei, Mr. Tang Guliang and Mr. Zhang Ying as candidates for independent directors of the eighth board of directors of the company. The term of office is from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the term of office of the eighth board of directors. The resumes of independent director candidates are as follows:
Mr. Li Keqiang, born in January 1963, Han nationality, Sichuan, doctor of automotive engineering. He graduated from Tsinghua University and Chongqing University successively. He started working in April 1988 and is now a professor and doctoral advisor of the school of vehicles and transportation, Tsinghua University, director of the State Key Laboratory of automobile safety and energy saving (Tsinghua University), academician of the Chinese Academy of engineering, and Yutong Bus Co.Ltd(600066) , Navinfo Co.Ltd(002405) , China Automotive Engineering Research Institute Co.Ltd(601965) , Gohigh Data Networks Technology Co.Ltd(000851) independent director. He once served as the dean of the Department of automotive engineering of Tsinghua University. Up to now, Mr. Li Keqiang does not hold shares of the company.
Mr. Ding Wei, born in January 1960, Han nationality, Hong Kong nationality, Bachelor of finance. Graduated from the Department of finance of Renmin University of China. He started working in November 1987 and is now the founder and chairman of Borun Capital Investment Management Co., Ltd. Guotai Junan Securities Co.Ltd(601211) independent director and Hundsun Technologies Inc(600570) independent director. He has accumulated rich experience and network resources in the fields of macro economy, commercial banks, investment banks, private equity investment and so on. He once served as an economist and department head of the world bank and the International Monetary Fund (1987 - 19999), President of Deutsche Bank China (19992002), chairman of China International Capital Corporation Limited(601995) investment banking business management committee and head of investment banking department (2 Jiangsu Jiuding New Material Co.Ltd(002201) 1), member of Temasek global senior management committee, member of global investment decision-making committee, concurrently president of China (20112014), President and chairman of CICC capital (201 6 - 202 0), Independent non-executive director of Shenzhou car rental Co., Ltd. (20142021). Up to now, Mr. Ding Wei does not hold shares of the company.
Mr. Tang Guliang, born in August 1962, Han nationality, from Nanxian County, Hunan Province, doctor of finance. He graduated from Beijing Business School in accounting and the Institute of financial Sciences of the Ministry of Finance in finance. He started work in July 1987 and is now a professor of Finance Department of International Business School of University of international business and economics, and also an independent director of Jointown Pharmaceutical Group Co.Ltd(600998) , Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd. Appotronics Corporation Limited(688007) , and non listed companies, including China Construction investment leasing Co., Ltd. and Three Gorges Capital Holding Co., Ltd. Former Changjiang Securities Company Limited(000783) independent director. Up to now, Mr. Tang Guliang has not held any shares of the company.
Mr. Zhang Ying, born in December 1978, Han nationality, Chongqing, doctor of management. He graduated from Nanjing University, Cambridge University and the University of Chicago. He started working in July 2007 and is now a professor and vice president of Guanghua School of management, Peking University. He also serves as an independent director of Jinying Fund Management Co., Ltd. He once taught at the University of Texas and served as Dashang Co.Ltd(600694) independent director. Up to now, Mr. Zhang Ying has not held any shares of the company.
Mr. Li Keqiang, Mr. Ding Wei, Mr. Tang Guliang and Mr. Zhang Ying are not allowed to be nominated as independent directors; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for investigation by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; There is no relationship with shareholders holding more than 5% of the company's shares, actual controllers, other directors, supervisors and senior managers of the company; He is not the person who has broken his promise; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
The details of the statements of the nominees and candidates for independent directors are disclosed on cninfo.com.cn on the same day And the announcement on the declaration of independent director nominees and candidates of China Securities Journal, securities times, securities daily and Shanghai Securities News. The relevant materials of independent director candidates must be submitted to Shenzhen stock exchange for examination and approval, and can be submitted to the general meeting of shareholders for deliberation only after the examination and approval of the exchange has no objection.
The independent directors of the company have expressed independent opinions on this matter. For details, please refer to cninfo. Com (www.cninfo. Com. CN). This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Proposal 2 proposal on signing financial service agreement with Ordnance Equipment Group Finance Co., Ltd
There were no affirmative votes and 9 abstentions.
Related directors Mr. Zhu Huarong, Mr. Zhang Bo, Mr. Liu Gang, Mr. Ye Wenhua, Mr. Zhou Kaiquan and Mr. Zhang Deyong avoided voting on the proposal.
The independent directors approved the related party transactions before the board of directors and agreed to submit them to the board of directors for discussion. Independent opinions were expressed after the meeting. See http://www.cn.info.com.com for details.
See details disclosed on cninfo.com.cn on the same day And the announcement on related party transactions of Ordnance Equipment Group Finance Co., Ltd. providing financial services to the company (Announcement No.: 202233) of China Securities Journal, securities times, securities daily and Shanghai Securities News.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Proposal 3 proposal on signing financial service agreement with Chongqing Changan Automobile Company Limited(000625) Finance Co., Ltd
There were no affirmative votes and 9 abstentions.
Related directors Mr. Zhu Huarong, Mr. Zhang Bo, Mr. Liu Gang, Mr. Ye Wenhua, Mr. Zhou Kaiquan and Mr. Zhang Deyong avoided voting on the proposal.
The independent directors approved the related party transactions before the board of directors and agreed to submit them to the board of directors for discussion. Independent opinions were expressed after the meeting. See http://www.cn.info.com.com for details.
See details disclosed on cninfo.com.cn on the same day And the announcement on related party transactions of Chongqing Changan Automobile Company Limited(000625) Finance Co., Ltd. providing financial services for the company (Announcement No.: 202234) of China Securities Journal, securities times, securities daily and Shanghai Securities News.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Proposal 4 proposal on Amending the articles of Association
Voting results: 15 in favor, 0 against and 0 abstention.
The company revised the articles of association in accordance with the changes of laws and regulations such as the securities law, the guidelines for the articles of association of listed companies and the Listing Rules of Shenzhen Stock Exchange in recent two years, and in combination with the actual situation of the company. The specific amendments are as follows:
Serial number before revision after revision
Article 1 in order to safeguard the rights and interests of the company, shareholders and creditors, Article 1 is to uphold and strengthen the party's overall leadership, build legitimate rights and interests, standardize the organization and behavior of the company, and safeguard the company, shareholders and creditors in accordance with the company law of the people's Republic of China (hereinafter abbreviated as the "company law") based on the modern enterprise system with Chinese characteristics The securities law of the people's Republic of China is formulated in accordance with the company law of the people's Republic of China (hereinafter referred to as the Securities Law), the articles of association of the Communist Party of China and other relevant regulations, and the securities law of the people's Republic of China, the articles of association of the Communist Party of China and other relevant regulations.
Article 2 according to the provisions of the constitution of the Communist Party of China, Article 2 according to the constitution of the Communist Party of China and the regulations on the establishment of the organization of the Communist Party of China by the Communist Party of China, the Party committee plays the role of leading the work of grass-roots organizations of state-owned enterprises (Trial), establishes the organization of the Communist Party of China and carries out party activities in accordance with the direction, overall situation and implementation. To discuss and decide on major matters of the enterprise in accordance with the provisions. The company shall establish the working organization of the party, allocate sufficient personnel to establish the working organization of the party and allocate sufficient party affairs staff to ensure the working funds of the party organization.
Work personnel to ensure the working funds of Party organizations.
Article 8 the registered capital of the company is RMB. Article 8 the registered capital of the company is RMB 4802648511. 7632153402 yuan.
Article 13 "other senior managers" as mentioned in the articles of association Article 13 "other senior managers" as mentioned in the articles of association refer to the deputy general manager and the person in charge of finance of the company, and refer to the deputy general manager, the person in charge of finance, the general counsel 4, the Secretary of the board of directors, and other senior managers and the Secretary of the board of directors recognized by the board of directors. Management personnel.
Article 21 the total number of shares of the company is
4802648511 shares, including 7632153402 ordinary shares in RMB, including 3900662369 ordinary shares in RMB, 6369372804 foreign shares listed in China and 901986142 foreign shares listed in China. All the shares issued by the company are 1262780598. All the shares issued by the company are ordinary shares. Common stock.
Article 31 the company's directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares shall sell the company's shares held by the company's directors, supervisors and senior managers or other managers with equity nature and the shares and securities holding more than 5% of the company's shares within 6 months after buying,... However, the securities East, If the company sells its shares held by it within 5% months after the purchase of the company's shares, or more than 6 months after the sale due to the exclusive sale of the remaining shares purchased by the company, as well as the purchase of the shares by the securities regulatory authority of the State Council, the proceeds from this shall belong to the company. Except for other circumstances specified in this constitution, the sale of the shares is not subject to the company's board of directors, and the proceeds will be recovered. However, the six-month time limit.
If a securities company purchases the remaining after-sales shares due to exclusive sale and the directors, supervisors, senior managers and natural holders of more than 5% of the shares mentioned in the preceding paragraph naturally hold the shares, the sale of the shares is not subject to the time limit of six-month shares held by six shareholders or other shares with the nature of equity. Securities, including stocks or other equity securities held by their spouses, parents and children and held in other people's accounts.
Article 40 shareholders who hold more than 5% of the voting shares of the company shall pledge their shares. Shareholders who pledge their shares shall
