Securities code: 002601 securities abbreviation: Lb Group Co.Ltd(002601) Announcement No.: 2022-005 Lb Group Co.Ltd(002601)
Announcement on resolutions of the 31st meeting of the 7th 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 board meeting
The 31st meeting of the seventh board of directors of Lb Group Co.Ltd(002601) (hereinafter referred to as “the company”) was held on Monday, January 17, 2022 by means of a combination of communication voting and on-site voting. The notice and proposal of the meeting of the board of directors have been sent to all directors in writing or e-mail on January 14, 2022 in accordance with the articles of association. 12 directors should attend the meeting, and 12 actually attended the meeting. Mr. Xu Gang, chairman of the board of directors, presided over the meeting. The convening and voting of the meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and the voting of the meeting is legal and valid.
2、 Deliberations of the board meeting
The following proposals were considered and adopted at the board meeting:
1. The proposal on appointing the president of the company was deliberated and adopted.
Due to the adjustment of work arrangement, Mr. Xu Gang applied for resignation as president. According to the provisions of the company law, the articles of association and relevant laws and regulations, Mr. Xu Gang, chairman of the board of directors, nominated and reported to the Nomination Committee for review, and appointed Mr. He Benliu (see the appendix for resume) as the president of the company. The term of office starts from the date of deliberation and approval by the board of directors to the end of the term of office of the current board of directors.
The independent directors of the company have expressed independent opinions on this proposal. For details, see http://www.cn.info.com.cn.
The proposal was adopted with 12 affirmative votes, 0 negative votes and 0 abstention.
2. The proposal on the appointment of senior managers of the company was deliberated and adopted.
Due to the adjustment of work arrangement, Mr. He Benliu applied for resignation from the post of executive vice president, and Mr. Yan Ming applied for resignation from the posts of compliance director and HR administration director. In accordance with the provisions of the company law, the articles of association and relevant laws and regulations, Mr. Wu Pengsen (see the attachment for resume) was appointed as the executive vice president and compliance director of the company and Mr. Zhang Haitao (see the attachment for resume) was appointed as the personnel and administrative director of the company after being nominated by the president and Mr. Benliu and reported to the Nomination Committee for review, The term of office starts from the date of deliberation and approval by the board of directors to the end of the term of office of the current board of directors.
The independent directors of the company have expressed independent opinions on this proposal. For details, see http://www.cn.info.com.cn.
The proposal was adopted with 12 affirmative votes, 0 negative votes and 0 abstention.
3. The proposal on formulating the salary management measures for the chairman of the board of directors, the chairman of the board of supervisors and senior managers was deliberated and adopted, and it was agreed to submit it to the first extraordinary general meeting of shareholders in 2022 for deliberation.
In order to improve the salary management system of the chairman, the chairman of the board of supervisors and senior managers and strengthen the incentive and restraint mechanism, the company has formulated the salary management measures for the chairman, the chairman of the board of supervisors and senior managers. For details, see http://www.cn.info.com.cn.
The independent directors of the company have expressed independent opinions on this proposal. For details, see http://www.cn.info.com.cn.
The proposal was adopted with 12 affirmative votes, 0 negative votes and 0 abstention.
4. The proposal on adjusting the allowances of independent directors, non independent directors and supervisors of the company was deliberated and passed, and it was agreed to submit it to the first extraordinary general meeting of shareholders in 2022 for deliberation.
According to the general allowance standards for independent directors, non independent directors and supervisors of listed companies and the actual situation of the company, the allowance standards for independent directors, non independent directors and supervisors of the company are adjusted as follows:
1. Independent director: the allowance is 120000 yuan per person per year (including tax), which is paid monthly.
2. Non independent directors and supervisors: those who concurrently hold administrative positions in the company shall receive the remuneration corresponding to their administrative positions; For those who do not concurrently hold administrative positions in the company, the allowance is RMB 36000 per person per year (including tax), which is paid monthly. This allowance scheme will be implemented from January 2022.
The independent directors of the company have expressed independent opinions on this proposal. For details, see http://www.cn.info.com.cn.
The proposal was adopted with 12 affirmative votes, 0 negative votes and 0 abstention.
5. The proposal on investment and construction of innovation project for upgrading and transformation of 10000 ton sponge titanium production line was reviewed and passed, and it was agreed to submit it to the first extraordinary general meeting of shareholders in 2022 for deliberation.
For details of this proposal, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) designated information disclosure media of the company Announcement on investment in the construction of an innovative project for the upgrading and transformation of 10000 tons of sponge titanium production line.
The proposal was adopted with 12 affirmative votes, 0 negative votes and 0 abstention.
6. The proposal on investment and construction of 150000t / a electronic grade lithium iron phosphate project was deliberated and passed, and it was agreed to submit it to the first extraordinary general meeting of shareholders in 2022 for deliberation.
For details of this proposal, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) designated information disclosure media of the company Announcement on investment and construction of 150000 T / a electronic grade lithium iron phosphate project.
The proposal was adopted with 12 affirmative votes, 0 negative votes and 0 abstention.
7. The proposal on investing in the construction of the post-treatment project with an annual output of 200000 tons of titanium dioxide powder was deliberated and passed, and it was agreed to submit it to the first extraordinary general meeting of shareholders in 2022 for deliberation.
For details of this proposal, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) designated information disclosure media of the company Announcement on investing in the construction of a post-treatment project with an annual output of 200000 tons of titanium dioxide powder.
The proposal was adopted with 12 affirmative votes, 0 negative votes and 0 abstention.
8. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted.
For details of this proposal, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) designated information disclosure media of the company Notice on convening the first extraordinary general meeting of shareholders in 2022.
The proposal was adopted with 12 affirmative votes, 0 negative votes and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 31st meeting of the 7th board of directors of the company;
2. Resolutions of the 31st meeting of the 7th board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the 31st meeting of the seventh board of directors.
It is hereby announced.
Lb Group Co.Ltd(002601) board of directors
January 17, 2022
Attachment: resume
He Benliu, male, born in 1968, Chinese nationality, without permanent residency abroad, graduate degree. He served as deputy general manager of the company from 2005 to January 2015, general manager of the company from January 2015 to December 2016, director of personnel administration of the company from December 2016 to April 2020, and executive vice president of the company from December 2016 to January 2022. He has been the chairman of Longbai Sichuan Titanium Industry Co., Ltd. since January 2018, the chairman of Sichuan longmang mining and Metallurgy Co., Ltd. since August 2018, the director of the company since April 2020, and now the president of the company. Mr. He Benliu holds 19458444 shares of the company, accounting for 0.82% of the total share capital of the company. Mr. He Benliu has no relationship with other directors, supervisors, senior managers and shareholders holding more than 5% of the company’s equity. Mr. He Benliu is not under any of the following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) Being prohibited from entering the securities market by the CSRC; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; (4) Administrative punishment by the CSRC in the last three years; (5) Publicly denounced by the stock exchange or criticized in more than three circulars in the past three years; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations. And Mr. Benliu are not dishonest Executees.
Wu Pengsen, male, born in 1980, Chinese nationality, without overseas permanent residency, graduate degree, senior engineer. From July 2002 to December 2003, he served as workshop director of Jiangxi Jing’an High Tech Co., Ltd; From March 2004 to May 2006, he served as the production director of Shanghai Zhengrong chemical plant; From June 2006 to December 2011, he served as assistant to the general manager of the company, manager of zirconium branch and manager of titanium No. 3 branch; From January 2012 to December 2016, served as the deputy general manager of technology of the company; General manager of Jiaozuo base from January 2017 to December 2018; Since December 2018, he has served as the general manager of Longbai Sichuan Titanium Industry Co., Ltd., a subsidiary of the company. He is now the vice president of Sichuan International Chamber of Commerce, the vice president of Sichuan Chemical Industry Association, the vice president of Sichuan technology innovation promotion association, and the executive vice president and compliance director of the company. Mr. Wu Pengsen holds 2000000 shares of the company, accounting for 0.08% of the total share capital of the company. Mr. Wu Pengsen has no relationship with other directors, supervisors, senior managers and shareholders holding more than 5% of the company’s equity. Mr. Wu Pengsen is not under any of the following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) Being prohibited from entering the securities market by the CSRC; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; (4) Administrative punishment by the CSRC in the last three years; (5) Publicly denounced by the stock exchange or criticized in more than three circulars in the past three years; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations. Mr. Wu Pengsen is not a dishonest person.
Zhang Haitao, male, born in 1976, Chinese nationality, without overseas permanent residency, CPC member, postgraduate degree, doctor of economics, economist, qualified for accounting and securities practice, and has passed the qualification test for the Secretary of the board of directors of Shenzhen Stock Exchange. From July 1998 to December 2001, manager of Investment Banking Department of Zhengzhou Business Department of Nanfang Securities; From December 2001 to September 2007, deputy chief of the budget section and Deputy Secretary of the Youth League Committee of Jiaozuo Finance Bureau (including: from June 2003 to December 2006, studying for a master’s degree in economics from Central South University of economics and law); From September 2007 to July 2010, he studied for a doctorate in economics from Central South University of economics and law; From July 2010 to January 2014, deputy director of budget preparation Bureau of Jiaozuo Finance Bureau; From January 2014 to August 2017, he was the chief of the credit and debt section of Jiaozuo Finance Bureau. He has been the Secretary of the board of directors of the company since October 2017 and is now the director of personnel administration of the company. Mr. Zhang Haitao holds 2000000 shares of the company, accounting for 0.08% of the total share capital of the company. Mr. Zhang Haitao has no relationship with other directors, supervisors, senior managers and shareholders holding more than 5% of the company’s equity. Mr. Zhang Haitao is not under any of the following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) Being prohibited from entering the securities market by the CSRC; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; (4) Administrative punishment by the CSRC in the last three years; (5) Publicly denounced by the stock exchange or criticized in more than three circulars in the past three years; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations. Mr. Zhang Haitao is not a dishonest person to be executed.
