Securities code: Shandong Chenming Paper Holdings Limited(000488) 200488 securities abbreviation: Shandong Chenming Paper Holdings Limited(000488) Chenming B Announcement No.: 2022033 Shandong Chenming Paper Holdings Limited(000488)
Announcement of resolutions of the 24th extraordinary meeting of the ninth 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.
Shandong Chenming Paper Holdings Limited(000488) (hereinafter referred to as “the company”) the notice of the 24th interim meeting of the ninth board of directors was sent to all directors in writing and email on May 16, 2022, and the meeting was held by communication on May 23, 2022. There are 9 directors who should attend the meeting, and 9 actually attended the meeting. The convening of this board meeting complies with relevant national laws, regulations and the provisions of the articles of association.
The directors attending the meeting carefully considered various proposals of the meeting and formed the following resolutions:
1、 The proposal on the election of candidates for non independent directors of the 10th board of directors was deliberated and adopted
In view of the expiration of the term of office of the ninth board of directors, the nomination committee of the board of directors nominated 7 candidates for non independent directors of the tenth board of directors for a term of three years, including 5 executive directors and 2 non-executive directors.
The board of directors of the company agrees to nominate Mr. Chen Hongguo, Mr. Hu Changqing, Mr. Li Xingchun, Mr. Li Feng and Mr. Li Weixian as candidates for executive directors of the 10th board of directors of the company; Nominate Mr. Han Tingde and Mr. Li chuanxuan as candidates for non-executive directors of the 10th board of directors of the company (see Annex I for resume). Meanwhile, the chairman of the company is authorized to sign the director service contract with the 10th non independent director on behalf of the company.
The total number of directors concurrently serving as senior managers of the company in the 10th board of directors of the company does not exceed half of the total number of directors of the company.
The proposal needs to be submitted to the company’s first extraordinary general meeting in 2022 for deliberation. The cumulative voting system is adopted for the election of candidates for non independent directors.
Voting results of this proposal: 9 affirmative votes, 0 negative votes and 0 abstention votes.
2、 The proposal on the election of candidates for independent non-executive directors of the 10th board of directors was considered and adopted
The board of directors of the company agreed to nominate Mr. Li Zhihui, Mr. Sun Jianfei, Mr. Yang Biao and Ms. Yin meiqun as candidates for independent non-executive directors of the 10th board of directors of the company (see Annex II for resume) for a term of three years. Meanwhile, the chairman of the company is authorized to sign the director service contract with the 10th independent non-executive director on behalf of the company.
The proposal needs to be submitted to the company’s first extraordinary general meeting in 2022 for deliberation. The cumulative voting system is adopted for the election of candidates for independent non-executive directors. The company shall submit the above information of candidates for independent non-executive directors to Shenzhen Stock Exchange. The qualification and independence shall be filed and reviewed by Shenzhen Stock Exchange, and the general meeting of shareholders can vote only after there is no objection.
Voting results of this proposal: 9 affirmative votes, 0 negative votes and 0 abstention votes.
3、 The proposal on allowances for non-executive directors and independent non-executive directors of the 10th board of directors was considered and adopted
In order to ensure the efficient development of corporate governance and protect the labor rights and interests of non-executive directors and independent non-executive directors of the company, with reference to the remuneration of directors of other listed companies of the same size, combined with the actual operation of the company and the work contents of non-executive directors and independent non-executive directors, the board of directors of the company agreed to propose the allowance for non-executive directors and independent non-executive directors of the 10th board of directors as 200000 yuan (tax included) / person / year, Issued on a monthly basis.
The proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results of this proposal: 9 affirmative votes, 0 negative votes and 0 abstention votes.
4、 The proposal on Amending the articles of association was deliberated and adopted
The specific amendments to the articles of association are shown in the table below:
Before and after revision
Article 180 the company has a board of directors, which consists of 9 Article 180 the company has a board of directors, which consists of directors, 1 Chairman, 1-2 vice chairmen and 11 directors, 1 Chairman and 1 vice chairman. 1-2 persons.
The proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results of this proposal: 9 affirmative votes, 0 negative votes and 0 abstention votes.
5、 The proposal on Amending the articles of Association (draft, applicable after B-share conversion and listing) and the articles of Association (draft, applicable after B-share conversion and listing) were deliberated and adopted. The specific amendments are shown in the table below:
Before and after revision
Article 180 the company has a board of directors, which consists of 9 Article 180 the company has a board of directors, which consists of directors, 1 Chairman, 1-2 vice chairmen and 11 directors, 1 Chairman and 1 vice chairman. 1-2 persons.
The proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results of this proposal: 9 affirmative votes, 0 negative votes and 0 abstention votes.
6、 The proposal on Amending the rules of procedure of the board of directors was deliberated and adopted
The specific amendments to the rules of procedure of the board of directors are shown in the table below:
Before and after revision
Article 4 the board of Directors consists of 9 directors and has directors. Article 4 the board of Directors consists of 11 directors and has 1 Chairman and 1-2 vice chairmen. The director is a natural person and the vice chairman is 1-2. The directors are natural persons and public persons. All directors of the company are loyal to the company in accordance with laws, administrative regulations, departmental rules, departmental rules, the articles of association and other relevant provisions, and the company has the duty of loyalty and diligence. Duty and diligence.
The proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results of this proposal: 9 affirmative votes, 0 negative votes and 0 abstention votes.
7、 Deliberated the proposal on purchasing the liability insurance of directors, supervisors and senior managers
In order to further improve the company’s risk management system, reduce the company’s operational risks, promote the company’s directors, supervisors and senior managers to more fully exercise their powers and perform their duties within their scope of responsibility, and safeguard the rights and interests of the company and investors, the company plans to purchase liability insurance for all directors, supervisors and senior managers, with a compensation limit of no more than 50 million yuan and a premium expenditure of no more than 400000 yuan / year, The details shall be subject to the insurance contract finally signed.
Voting results of this proposal: 0 affirmative votes, 0 negative votes and 0 abstention votes. All directors have avoided voting on this proposal, which is directly submitted to the company’s first extraordinary general meeting in 2022 for deliberation.
For details, please refer to the disclosure on the same day on cninfo website (www.cn. Info. Com. CN.) And relevant announcements on the website of the stock exchange of Hong Kong (www.hkex. Com.. HK).
8、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The board of directors of the company decided to hold the first extraordinary general meeting of shareholders in 2022 at 14:30 on June 15, 2022 in the conference room of the company’s R & D center, No. 2199 Nongsheng East Street, Shouguang City, Shandong Province.
Voting results of this proposal: 9 affirmative votes, 0 negative votes and 0 abstention votes.
For details, please refer to the disclosure on the same day on cninfo website (www.cn. Info. Com. CN.) And relevant announcements on the website of the stock exchange of Hong Kong (www.hkex. Com.. HK).
It is hereby announced.
Shandong Chenming Paper Holdings Limited(000488) board of directors may 23, 2002
Annex I: resume of non independent directors and resume of executive director candidates:
Mr. Chen Hongguo, 57, is a member of the Communist Party of China, with a bachelor’s degree and a senior economist. The top ten outstanding young post experts of the national light industry system, the winner of Shandong Fumin Xinglu labor medal, Shandong excellent entrepreneur, the winner of the National May Day Labor Medal, the national excellent entrepreneurial entrepreneur, the winner of the American Ruisi “CEO of the year award”, served as the vice president of the Council of China Light Industry Federation, joined the company in 1987, and successively served as workshop director, branch factory director, deputy general manager Chairman and general manager of Wuhan Chenming Hanyang Paper Co., Ltd. he is currently the controlling shareholder of the company, chairman and general manager of Chenming Holding Co., Ltd., chairman of the company and Secretary of the Party committee.
At present, Mr. Chen Hongguo holds 31080044 A shares of the company, and Mr. Chen Hongguo is the spouse of Ms. Li Xueqin, deputy general manager of the company; There is no case of being punished by the CSRC and other relevant departments or disciplined by the stock exchange; There is no case where the suspected crime is filed for investigation by the judicial organ or the suspected violation of laws and regulations is filed for inspection by the CSRC without a clear conclusion; There is no case of being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or being included in the list of dishonest Executees by the people’s court; There are no circumstances in which the company law and other relevant laws and regulations prohibit him from serving as a director, and he meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, the stock listing rules of Shenzhen Stock Exchange and other relevant regulations of the exchange, the articles of association and so on.
Mr. Hu Changqing, 56, is a member of the Communist Party of China and has a bachelor’s degree. He joined the company in 1988 and successively served as the director of the company’s technical transformation, the director of the branch factory and the deputy general manager. He is now the controlling shareholder of the company, the director and vice chairman of Chenming Holdings Co., Ltd. At present, Mr. Hu Changqing holds 5042857 A shares of the company; There is no relationship with the directors, supervisors and senior managers of the company; There is no case of being punished by the CSRC and other relevant departments or disciplined by the stock exchange; There is no case where the suspected crime is filed for investigation by the judicial organ or the suspected violation of laws and regulations is filed for inspection by the CSRC without a clear conclusion; There is no case of being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or being included in the list of dishonest Executees by the people’s court; There are no circumstances in which the company law and other relevant laws and regulations prohibit him from serving as a director, and he meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, the stock listing rules of Shenzhen Stock Exchange and other relevant regulations of the exchange, the articles of association and so on. Mr. Li Xingchun, 56, PhD in financial engineering, School of engineering management, Nanjing University and visiting professor of Shanghai Institute of finance, has successively worked in Ctrip, Fuyou Securities Co., Ltd. and Western Development Holding Co., Ltd., and has more than 30 years of working experience in industry, securities, trust and other fields. He is currently the chairman of Lide Technology Co., Ltd., the director of Western Lide Fund Management Co., Ltd. Huadian Power International Corporation Limited(600027) independent director, the chairman and vice chairman of Kunpeng Asset Management Co., Ltd.
At present, Mr. Li Xingchun holds 5000000 A shares of the company; There is no relationship with the directors, supervisors and senior managers of the company; There is no case of being punished by the CSRC and other relevant departments or disciplined by the stock exchange; There is no case where the suspected crime is filed for investigation by the judicial organ or the suspected violation of laws and regulations is filed for inspection by the CSRC without a clear conclusion; There is no case of being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or being included in the list of dishonest Executees by the people’s court; There are no circumstances in which the company law and other relevant laws and regulations prohibit him from serving as a director, and he meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, the stock listing rules of Shenzhen Stock Exchange and other relevant regulations of the exchange, the articles of association and so on. Mr. Li Feng, 48, is a member of the Communist Party of China and has a bachelor’s degree. He joined the company in 1992 and successively served as workshop director, general manager assistant, chairman, marketing director, deputy general manager and general manager of Wuhan Chenming Hanyang Paper Co., Ltd. he is now the controlling shareholder of the company, director of Chenming Holding Co., Ltd., executive director of the company and chairman of financial business department. At present, Mr. Li Feng holds 3906027 A shares of the company and is the younger brother of Ms. Li Xueqin, deputy general manager of the company; There is no case of being punished by the CSRC and other relevant departments or disciplined by the stock exchange; There is no case where the suspected crime is filed for investigation by the judicial organ or the suspected violation of laws and regulations is filed for inspection by the CSRC without a clear conclusion; There is no case of being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or being included in the list of dishonest Executees by the people’s court; There are no circumstances in which the company law and other relevant laws and regulations prohibit him from serving as a director, and he meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, the stock listing rules of Shenzhen Stock Exchange and other relevant regulations of the exchange, the articles of association and so on.
Mr. Li Weixian, 40, has a graduate degree. He joined the company in 2002 and successively served as the deputy manager of the company’s sales company Shenzhen coated paper company, the manager of Shandong Shandong Chenming Paper Holdings Limited(000488) Sales Co., Ltd., the vice chairman of the household paper company, the deputy director of marketing, the director of marketing, the general manager of the group and the chairman of the financial business department
