Securities code: Ji Yao Holding Group Co.Ltd(300108) securities abbreviation: Ji Yao Holding Group Co.Ltd(300108) Announcement No.: 2022057 Ji Yao Holding Group Co.Ltd(300108)
Announcement of resolutions of the 56th meeting of the 4th board of directors
The company and all members of its board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions in the announcement.
1、 Meetings of the board of directors
Ji Yao Holding Group Co.Ltd(300108) (hereinafter referred to as “the company”) held the 56th meeting of the 4th board of directors by means of communication in the conference room of the company at 9 a.m. on May 23, 2022. The notice of the meeting was delivered by mail and telephone on May 13, 2022. There are 7 directors who should attend this board meeting, and 5 actually attended. The board of directors was convened and presided over by Chairman Mr. Sun Jun.
The convening, convening and voting procedures of this board meeting comply with the company law of the people’s Republic of China and other relevant laws, administrative regulations, departmental rules, normative documents and the relevant provisions of Ji Yao Holding Group Co.Ltd(300108) articles of association.
2、 Deliberations of the board meeting
After voting by the directors present at the meeting, the resolution is as follows:
Deliberated and passed the proposal on Amending the articles of Association
The board of directors intends to amend the relevant contents of the articles of association accordingly. For the specific contents of the amendment to the articles of association and the revised articles of association, please refer to the company’s website (www.cn. Info. Com. CN.) Relevant announcements.
The proposal was adopted with 5 affirmative votes, 0 negative votes and 0 abstention.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
(I) deliberated and passed the proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the Fifth Board of directors
The term of office of the Fourth Board of directors of the company has expired. In order to successfully complete the general election of the board of directors, Mr. Lu Zhongkui, Mr. Sun Jun, Mr. Zhang Liang, Mr. Lu Zhengfa and Mr. Liu long are recommended as candidates for non independent directors of the Fifth Board of directors in accordance with the relevant provisions of the company law and the articles of association and the nomination of the Fourth Board of directors of the company. Mr. Lu Zhongkui and Mr. Lu Zhengfa are father son relationship. The resumes of the above candidates are detailed in the annex.
Mr. Lu Zhongkui, Mr. Sun Jun and Mr. Zhang Liang, the above nominated candidates for non independent directors, have been subject to administrative punishment by Jilin regulatory bureau of China Securities Regulatory Commission and public condemnation and criticism by Shenzhen Stock Exchange. See the candidate’s resume for details. The company believes that the above punishment does not affect his position as a director of the company, nor does it affect the standardized operation of the company.
In this proposal, a total of 5 candidates for non independent directors are nominated, and 3 non independent directors are elected by difference. The members of non independent directors will be deliberated by the general meeting of shareholders of the company and elected by cumulative voting system. The term of office of the directors of the Fifth Board of directors is three years, calculated from the date of adoption of the second extraordinary general meeting of shareholders in 2022.
In order to ensure the normal operation of the board of directors, the original directors shall still perform their duties in accordance with laws, administrative regulations, departmental rules and the articles of association before the new board of directors is elected.
The proposal on the general election of the company’s board of directors and the nomination of candidates for non independent directors of the Fifth Board of directors is subject to the adoption and entry into force of the proposal on Amending the articles of association. The board of directors discussed and voted on this issue.
The independent directors of the company have expressed independent opinions on the proposal. See the independent opinions of Ji Yao Holding Group Co.Ltd(300108) independent directors on relevant matters of the 56th session of the Fourth Board of directors for details.
The proposal was adopted with 5 affirmative votes, 0 negative votes and 0 abstention.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
(II) deliberated and passed the proposal on the general election of the board of directors and the nomination of independent director candidates for the Fifth Board of directors
The term of office of the Fourth Board of directors of the company has expired. In order to successfully complete the general election of the board of directors, Mr. Yu Jun and Mr. Li Jianhua are recommended as candidates for independent directors of the Fifth Board of directors of the company in accordance with the relevant provisions of the company law and the articles of association and the nomination of the board of directors of the company. See the attachment for the resumes of the above candidates. The board of directors of the company issued the statement of independent director nominees, and the two independent director candidates issued the statement of independent director candidates.
The term of office of the directors of the Fifth Board of directors is three years, calculated from the date of adoption of the second extraordinary general meeting of shareholders in 2022.
The proposal on the general election of the company’s board of directors and the nomination of independent director candidates for the Fifth Board of directors requires the adoption and entry into force of the proposal on Amending the articles of association. The board of directors discussed and voted on this issue.
The independent directors of the company have expressed independent opinions on the proposal. See the independent opinions of Ji Yao Holding Group Co.Ltd(300108) independent directors on relevant matters of the 56th session of the Fourth Board of directors for details.
The proposal was adopted with 5 affirmative votes, 0 negative votes and 0 abstention.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
(III) deliberated and passed the proposal on convening the second extraordinary general meeting of shareholders in 2022
In accordance with relevant laws, regulations and the articles of association, the board of directors agreed that the company would hold the second extraordinary general meeting of shareholders in 2022 at 14:00 p.m. on June 8, 2022 in the conference room on the fourth floor of Ji Yao Holding Group Co.Ltd(300108) No. 6, Huancheng North Road, Meihekou city.
For details, please refer to cninfo.com (www.cn. Info. Com. CN), the information disclosure website designated by the CSRC on the gem on the same day Notice of Ji Yao Holding Group Co.Ltd(300108) on convening the second extraordinary general meeting of shareholders in 2022.
The proposal was adopted with 5 affirmative votes, 0 negative votes and 0 abstention.
3、 Documents for future reference
1. Resolution of the 56th meeting of Ji Yao Holding Group Co.Ltd(300108) the 4th board of directors
It is hereby announced.
Ji Yao Holding Group Co.Ltd(300108) board of directors may 23, 2022
(I) resume of candidates for non independent directors:
Mr. Lu Zhongkui: Chinese nationality, without permanent right of residence abroad, born in June 1958, graduated from the Central Party school, bachelor degree, senior economist, member of the Communist Party of China, deputy to the third, fourth, fifth, sixth, seventh and Eighth People’s congresses of Tonghua City and deputy to the 12th Provincial People’s Congress. He has been rated as a model worker in Erdaojiang District, an excellent Communist Party member, a model worker in Tonghua City and an excellent young entrepreneur for many times, He once served as the factory director of sandaojiang village white ash factory in Erdaojiang District, Secretary of Party branch of sandaojiang village, director of Erdaojiang Township Industrial Office, factory director and Secretary of Party branch of Erdaojiang district coal washing factory, general manager of Jinma coal washing and Tonghua Golden-Horse Pharmaceutical Industey Co.Ltd(000766) director.
He is currently the chairman and general manager of Tonghua Shuanglong Chemical Co., Ltd. and Ji Yao Holding Group Co.Ltd(300108) director.
As of May 20, 2022, Lu Zhongkui held 115334302 shares of the company and was the father of Lu Zhengfa, the nominated director of the company. In addition to the above relationship, there is no relationship with other directors, supervisors and senior managers of the company. After the company’s inquiry on the China executive information disclosure network of the Supreme People’s court, Mr. Lu Zhongkui is not a “dishonest executee”. On November 27, 2019, Lu Zhongkui was publicly condemned by the Shenzhen Stock Exchange. Mr. Lu Zhongkui pledged 90132576 shares of the company’s shares in Northeast Securities Co.Ltd(000686) and Ms. Huang Kefeng, the person acting in concert with Lu Zhongkui, pledged 7 Shanghai Pudong Development Bank Co.Ltd(600000) shares of the company’s shares. Mr. Lu Zhongkui pledged 25004356 shares of the company’s shares in Haitong Securities Company Limited(600837) and Ms. Huang Kefeng, the person acting in concert with Lu Zhongkui, pledged 122736932 shares of the company’s shares in total. In addition to the above matters, Mr. Lu Zhongkui has not been punished by the CSRC and other relevant departments or the stock exchange, and there are no circumstances specified in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM. The above punishment does not affect his position as a director of the company, nor does it affect the standardized operation of the company.
Mr. Sun Jun: Chinese nationality, without permanent right of residence abroad, born in August 1965, graduated from the Party School of Jilin provincial Party committee, member of the Communist Party of China, with the title of senior economist. He once served as a representative of Meihekou Municipal People’s Congress, a member of the Standing Committee of Meihekou Municipal People’s Congress, a representative of Tonghua Municipal People’s Congress, a director of Tonghua Pharmaceutical Association, vice president of Meihekou industrial and Commercial Association, an excellent private science and technology industrialist in the three northeast provinces and a super class labor model in Meihekou city. He once served as a salesman, chief of supply and marketing section and deputy factory director of Meihekou Sanhong pharmaceutical factory; Director of Meihekou No.1 pharmaceutical factory; Chairman of Meihekou Pharmaceutical Corporation; Chairman and general manager of Meihekou Yatai Health Products Co., Ltd; General manager of Meihe branch of Liaoning Fushun medicinal materials company; 19982013 chairman and general manager of Jilin Jinbao Pharmaceutical Co., Ltd. From 2013 to April 2019, he served as the chairman of Jilin Jinbao Pharmaceutical Co., Ltd. and has been the chairman of Ji Yao Holding Group Co.Ltd(300108) since 2017. As of May 20, 2022, Sun Jun held 954010 shares of the company and had no relationship with other directors, supervisors and senior managers of the company. After the company’s inquiry on the China executive information disclosure network of the Supreme People’s court, Sun Jun was a “dishonest executee”. On November 25, 2019, Sun Jun was subjected to administrative punishment by Jilin regulatory bureau of China Securities Regulatory Commission. On November 27, 2019, Sun Jun was publicly condemned by Shenzhen Stock Exchange. Sun Jun was criticized by Shenzhen Stock Exchange on October 23, 2019, March 26, 2021 and October 20, 2021. In addition to the above matters, Mr. Sun Jun has not been punished by the CSRC and other relevant departments or the stock exchange, and there is no situation specified in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM. The above punishment does not affect his position as a director of the company, nor does it affect the standardized operation of the company.
Mr. Zhang Liang: Chinese nationality, without permanent overseas residency. Born in September 1977, he is a member of the Communist Party of China and has a college degree. Once worked in the Finance Department of Shuanglong group. Currently, he is the Ji Yao Holding Group Co.Ltd(300108) director and deputy general manager.
As of May 20, 2022, Zhang Liang holds 1125000 shares of the company and has no relationship with other directors, supervisors and senior managers of the company. After the company’s inquiry on the China executive information disclosure network of the Supreme People’s court, Mr. Zhang Liang is not a “dishonest executee”. On November 25, 2019, Zhang Liang was subjected to administrative punishment by Jilin regulatory bureau of China Securities Regulatory Commission. On November 27, 2019, Zhang Liang was publicly condemned by Shenzhen Stock Exchange. On October 23, 2019, Zhang Liang was criticized by Shenzhen Stock Exchange. In addition to the above matters, Mr. Zhang Liang has not been punished by the CSRC and other relevant departments or the stock exchange, and there is no situation specified in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM. The above punishment does not affect his position as a director of the company, nor does it affect the standardized operation of the company.
Mr. Lu Zhengfa: Chinese nationality, without permanent overseas residency. He was born in July 1990 with a master’s degree. He is a member of the eighth Tonghua CPPCC, a deputy to the ninth Tonghua people’s Congress and an outstanding new generation entrepreneur in Tonghua. From July 2011 to June 2016, he served as the manager of Tonghua Shuanglong Group Real Estate Development Co., Ltd. and since June 2016, he has served as the chairman of Tonghua Shuanglong Group Co., Ltd.
As of May 20, 2022, Lu Zhengfa did not hold shares of the company. Lu Zhengfa is the son of Lu Zhongkui, the director of the company, and Ms. Huang Kefeng, the person acting in concert. In addition to the above relationship, there is no relationship with other directors, supervisors and senior managers of the company. After the company’s inquiry on the China executive information disclosure network of the Supreme People’s court, Mr. Lu Zhengfa is not a “dishonest executee”. Mr. Lu Zhengfa has not been punished by the CSRC and other relevant departments or the stock exchange, and there are no circumstances specified in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
Mr. Liu long, Chinese nationality, without permanent overseas residency, was born on April 24, 1980, with college degree, graduated from Jilin Commercial College, and successively served as cashier and material accountant of Meihe Pharmaceutical Co., Ltd. of Jilin Wantong Pharmaceutical Group; Director of finance department and office of Jilin East Asia Bora Lilai Co., Ltd; Deputy general manager of Jilin Jinbao Pharmaceutical Co., Ltd. He is currently the deputy general manager of Ji Yao Holding Group Co.Ltd(300108) Co., Ltd. and the chief financial officer of Jilin Jinbao Pharmaceutical Co., Ltd.
As of May 20, 2022, Mr. Liu long holds 1000375 shares of the company and has no relationship with other directors, supervisors and senior managers of the company. After the company’s inquiry on the China executive information disclosure network of the Supreme People’s court, Mr. Liu long is not a “dishonest executee”. Mr. Liu long has not been punished by the CSRC and other relevant departments or the stock exchange, and there is no situation specified in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
(II) resume of independent director candidates
Mr. Li Jianhua, Chinese nationality, without permanent overseas residency, was born on September 21, 1961; Party member of the Communist Party of China, Han nationality, bachelor degree from radio and TV University, worked as a cadre in the people’s Procuratorate of Meihekou City, Jilin Province from January 1988 to September 2021, and retired in September 2021. He passed the national judicial examination in 2009 and obtained a certificate. He has many years of experience in criminal and civil work.
As of the disclosure date of this announcement, Mr. Li Jianhua did not hold the company’s shares. Mr. Li Jianhua and
