Securities code: 002765 securities abbreviation: Landai Technology Group Corp.Ltd(002765) Announcement No.: 2022-003
Landai Technology Group Corp.Ltd(002765)
Announcement on resolutions of the 20th meeting of the 4th 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.
Landai Technology Group Corp.Ltd(002765) (hereinafter referred to as “the company”) the notice of the 20th meeting of the Fourth Board of directors was sent to all directors and supervisors of the company by hand and e-mail on January 15, 2022. The meeting was held in conference room 506, office building, No. 100 Jianshan Road, Biquan Street, Bishan District, Chongqing by on-site combined with communication voting on January 18, 2022. Six directors should attend the meeting and six actually attended the meeting, including three directors attending the on-site meeting and three directors participating in the meeting by means of communication voting. Independent directors Mr. Feng Wenjie, Mr. Zhang Geng and Mr. Chen Geng participated in the meeting by means of communication voting; The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was convened and presided over by Mr. Zhu Tangfu, chairman of the board of directors. The convening, convening and voting procedures of the meeting comply with relevant laws, regulations, departmental rules, normative documents, articles of association and other relevant provisions. After careful deliberation by all directors, the following proposals were adopted by open ballot at the meeting:
1、 The proposal on adding non independent directors of the Fourth Board of directors of the company was deliberated and adopted
After review by the nomination, remuneration and assessment committee of the board of directors and deliberation at this meeting, the board of directors of the company agreed to nominate Mr. Niu Xuexi, Mr. Wang Xin and Mr. Liao Wenjun as candidates for non independent directors of the Fourth Board of directors of the company. The term of office of the newly added non independent directors starts from the date of deliberation and approval at the first extraordinary general meeting of shareholders in 2022 to the date of expiration of the term of office of the Fourth Board of directors of the company.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 The proposal on the appointment of senior managers of the company was deliberated and adopted
According to the nomination of the general manager of the company and after deliberation at this meeting, the board of directors of the company agreed to appoint Mr. Niu Xuexi as the deputy general manager and chief financial officer of the company. The term of office starts from the date of deliberation and approval at this meeting of the board of directors to the date of expiration of the term of office of the Fourth Board of directors of the company.
Voting results: 6 in favor, 0 against and 0 abstention.
Announcement on resignation of directors and senior managers, addition of directors and appointment of senior managers (announcement)
No.: 2022-005) was posted on cninfo.com, the designated information disclosure media of the company on January 19, 2022（ http://www.cn.info.com.cn. ）And securities times, China Securities News, Shanghai Securities News and Securities Daily.
3、 The proposal on the prediction of the company’s daily connected transactions in 2022 was reviewed and adopted
In accordance with the Listing Rules of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association and the measures for the administration of connected transactions of the company, and in combination with the actual operation of the company, It is agreed that the amount of daily related party transactions between the company and its subsidiaries and the related party Chongqing Dairong Transmission Machinery Co., Ltd. in 2022 is expected to not exceed RMB 41.5588 million (including tax).
Chongqing Dairong Transmission Machinery Co., Ltd., a related party, is a joint-stock company of the company. Mr. Zhu Tangfu, chairman of the company, serves as the executive director of the company. Mr. Zhu Tangfu, a related director, and Mr. Zhu Junhan, a subsidiary director, abstained from voting when considering the proposal. The proposal was unanimously voted by four non related directors.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The announcement on the forecast of daily connected transactions in 2022 (Announcement No.: 2022-006) was published in the securities times, China Securities Journal, Shanghai Securities News, securities daily and cninfo.com on January 19, 2022（ http://www.cn.info.com.cn. ）。
4、 The proposal on the remuneration of senior managers of the company in 2022 was deliberated and adopted
In order to meet the needs of the company’s business development, fully mobilize the enthusiasm and creativity of the company’s senior managers and promote the sustainable and steady development of the company, according to the relevant provisions on the remuneration of the company’s senior managers in the remuneration management system for directors, supervisors and senior managers of the company and the proposal of the nomination, remuneration and assessment committee of the board of directors of the company, It is agreed that the remuneration scheme for senior management of the company in 2022 is as follows:
Unit: RMB 10000
Salary in 2022 (including tax)
Name and title
Base pay performance pay total
General manager Zhu Junhan 75.69 25.00 ~ 45.00 100.69 ~ 120.69
Tang Haichuan, deputy general manager 55.87 25.00 ~ 45.00 80.87 ~ 100.87
Niu Xuexi, deputy general manager and chief financial officer 41.67 15.00 ~ 30.00 56.67 ~ 71.67
Bian Weiqin, deputy general manager and Secretary of the board of directors 41.76 15.00 ~ 30.00 56.76 ~ 71.76
According to the salary management system for directors, supervisors and senior managers of the company, the basic salary of senior managers of the company in 2022 is determined according to the industry salary level and job responsibilities, combined with the company’s business objectives in 2022 and the salary standard in 2021, and is paid monthly; The board of directors of the company authorizes the nomination, remuneration and evaluation committee of the board of directors to conduct performance evaluation and evaluation according to the completion of the company’s business objectives in 2022 and the annual performance and work performance of senior managers.
In accordance with the relevant provisions of the remuneration management system for directors, supervisors and senior managers of the company and the authorization of the board of directors, the nomination, remuneration and assessment committee of the board of directors assessed and assessed that the performance remuneration of senior managers of the company in 2021 was RMB 900000, and the total remuneration of senior managers of the company in 2021 was RMB 2559600.
The remuneration of directors, supervisors and senior managers of the company in 2021 will be disclosed in detail in the company’s 2021 annual report in accordance with relevant regulatory provisions.
The affiliated directors of the company, Mr. Zhu Tangfu, Mr. Zhu Junhan and Mr. Tang Haichuan, abstained from voting during the deliberation of the proposal, which was unanimously voted by three non affiliated directors.
Voting results: 3 in favor, 0 against and 0 abstention.
The independent directors of the company gave prior approval to the above-mentioned daily connected transactions, and expressed clearly agreed independent opinions on the daily connected transactions, the addition of directors of the Fourth Board of directors, the appointment of senior managers and the remuneration of senior managers in the above-mentioned proposal. For details, please refer to cninfo.com on January 19, 2022（ http://www.cn.info.com.cn. ）Relevant announcements on the website.
5、 The proposal on convening the company’s first extraordinary general meeting in 2022 was reviewed and approved. The board of directors proposed to hold the company’s first extraordinary general meeting in 2022 in conference room 506 of the company’s office building on February 9, 2022 to review the relevant proposals submitted by the board of directors.
Voting results: 6 in favor, 0 against and 0 abstention.
The notice of the board of directors on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-007) was published in securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on January 19, 2022（ http://www.cn.info.com.cn. ）。
Documents for future reference
1. Resolution of the 20th meeting of the 4th board of directors of the company.
2. Independent opinions and prior approval opinions of independent directors of the company on relevant matters considered at the 20th meeting of the Fourth Board of directors;
3. Other documents required by Shenzhen Stock Exchange.
It is hereby announced!
Landai Technology Group Corp.Ltd(002765) board of directors January 18, 2022
