Securities code: Wuhan Nusun Landscape Co.Ltd(300536) securities abbreviation: Wuhan Nusun Landscape Co.Ltd(300536) Announcement No.: 2022027 Wuhan Nusun Landscape Co.Ltd(300536)
Announcement on the resolution of the fifth 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 the board of directors
Wuhan Nusun Landscape Co.Ltd(300536) (hereinafter referred to as “the company”) the fifth meeting of the Fourth Board of directors was held by means of communication voting in the company’s conference room on May 20, 2022. The notice of the meeting was sent to all directors by e-mail on May 17, 2022. All Directors confirmed that they had known the necessary information related to the matters discussed. The meeting was presided over by Mr. Wu Shixiong, chairman of the board of directors. There were 7 directors who should attend the meeting, 7 directors who actually attended the meeting, and some senior managers of the company attended the meeting as nonvoting delegates. The convening and holding of this meeting comply with the company law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other laws, administrative regulations, departmental rules, normative documents and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
After careful deliberation, the following proposals were adopted at the meeting:
1. The proposal on Amending the articles of association and related systems was deliberated and adopted
In accordance with the latest provisions of relevant laws, administrative regulations, departmental rules and normative documents such as the company law, the securities law, the guidelines for the articles of association of listed companies (revised in 2022), and in combination with the actual situation and future development needs of the company, in order to further improve the standardized operation level, improve the corporate governance structure and improve the corporate governance level, the board of directors agreed to the revision of the articles of association and relevant systems. See the relevant announcement on cninfo.com for details. Voting results: the proposal was unanimously considered and adopted by 7 votes in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. The proposal on the additional election of independent directors of the Fourth Board of directors of the company was deliberated and adopted
In order to further improve the corporate governance structure and improve the level of corporate governance, the company plans to increase the Fourth Board of directors from 7 directors to 8 directors in accordance with the company law, the Listing Rules of gem shares of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws, regulations and the articles of association, Including 4 independent directors. Accordingly, after the qualification examination of the nomination committee, the board of directors of the company plans to recommend Mr. Liu Jiecheng as the candidate for independent director of the Fourth Board of directors (see the appendix for resume) and obtain the consent of the nominee. The term of office starts from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022 to the date of expiration of the Fourth Board of directors. See the relevant announcement on cninfo.com for details.
Independent directors have expressed their independent opinions on this proposal.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: the proposal was unanimously considered and adopted by 7 votes in favor, 0 against and 0 abstention.
3. The proposal on providing guarantee for wholly-owned subsidiaries to apply for bank credit was deliberated and adopted
In order to support the daily operation and development of the wholly-owned subsidiary Wuhan Xinlian Microelectronics Co., Ltd. (hereinafter referred to as “Xinlian micro”) and alleviate its working capital pressure, the company plans to agree to provide guarantee for Xinlian micro’s application for bank credit of 30 million yuan. The specific guarantee amount will be determined according to the contract finally negotiated and signed between Xinlian micro and the bank, and the final actual guarantee amount will not exceed (including this amount) the total guarantee amount of 30 million yuan granted this time. See the relevant announcement on cninfo.com for details.
Independent directors have expressed their independent opinions on this proposal.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: the proposal was unanimously considered and adopted by 7 votes in favor, 0 against and 0 abstention.
4. The proposal on convening the second extraordinary general meeting of shareholders of the company in 2022 was deliberated and adopted
The company plans to hold the second extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting at 14:30 p.m. on Monday, June 6, 2022 in the Office (7) – Office (9) conference room on the 27th floor of building S11, Greenland Hankou Center (phase II), 66 Jiankang street, Jiang’an District, Wuhan. The specific content is the relevant announcement on the gem designated information disclosure website cninfo.
Voting results: the proposal was unanimously considered and adopted by 7 votes in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 5th meeting of the 4th board of directors.
2. Independent opinions of independent directors on matters related to the fifth meeting of the Fourth Board of directors.
3. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Wuhan Nusun Landscape Co.Ltd(300536) board of directors may 20, 2022 Annex:
Resume of Mr. Liu Jiecheng
Mr. Liu Jiecheng, born in September 1970, Chinese nationality, without permanent residency abroad, graduated from Wuhan University of technology with a master’s degree. He is now an associate professor of the school of art and design of Wuhan University of technology. From August 2018 to November 2021, he served as an independent director of the third board of directors of the company.
As of the date of this announcement, Mr. Liu Jiecheng has not directly or indirectly held shares of the company. In addition to the above relationship, he has no relationship with the actual controller of the company, other directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company, and is qualified to serve as directors and senior managers of listed companies; There are no circumstances under which a person may not serve as a director of a listed company as stipulated in Article 146 of the company law, article 3.2.3 of the guidelines for self regulation and supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, other normative documents and the articles of Association; It has not been subject to administrative punishment by the CSRC in the last three years, has not been publicly condemned or criticized by the stock exchange in the last three years, has not been filed for investigation by the judicial organ for suspected crimes or filed for investigation by the CSRC for suspected violations of laws and regulations; Does not belong to the dishonest person to be executed; There is also no case that the CSRC has determined that it is prohibited from entering the market and the prohibition has not been lifted.
