Stock Code: 000828 stock abbreviation: Dongguan Development (Holdings) Co.Ltd(000828) Announcement No.: 2022-001 Dongguan Development (Holdings) Co.Ltd(000828)
Announcement of resolutions of the 47th meeting of the seventh board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete
There are no false records, misleading statements or major omissions.
The 47th meeting of the seventh board of directors of Dongguan Development (Holdings) Co.Ltd(000828) (hereinafter referred to as the company and the company) was held on January 18, 2022 in the company’s conference room of Guan Shenzhen Expressway Company Limited(600548) highway management center, Liaobu Town, Dongguan City by means of on-site communication. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting, of which Jiang Wei and Xu Weijun attended the meeting by means of communication voting. The meeting was presided over by Mr. Wang chongen, chairman of the company. The candidates for directors, supervisors and senior executives of the eighth board of directors of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law of the people’s Republic of China and the articles of association, and the resolutions were legal and valid. The meeting made the following resolutions: 1. The proposal on nominating candidates for non independent directors of the eighth board of directors was considered and adopted by 7 affirmative votes, 0 negative votes and 0 abstention votes.
Since the term of office of the seventh board of directors of the company has expired, it is agreed to conduct general election. Upon the recommendation of the controlling shareholder of the company and the careful verification of the nomination committee of the board of directors, it is agreed to nominate Mr. Wang chongen, Wang Qingming and Lin Yongsen as candidates for non independent directors of the eighth board of directors of the company, and submit them to the general meeting of shareholders for general election by cumulative voting system. The resumes of candidates for non independent directors are attached.
In order to ensure the normal operation of the board of directors, the directors of the seventh board of directors of the company will continue to perform their duties before the new board of directors is elected.
2、 The proposal on nominating candidates for independent directors of the eighth board of directors was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention votes.
Since the term of office of the seventh board of directors of the company has expired, it is agreed to conduct general election. Upon the recommendation of the board of directors and careful verification by the nomination committee of the board of directors, it is agreed to nominate Mr. Liu Heng, Li Xiyuan, Xin Yu and Wu XiangNeng as candidates for independent directors of the eighth board of directors of the company, and submit them to the general meeting of shareholders for general election by cumulative voting system. The resumes of each independent director candidate are attached. The above independent director candidates have agreed in writing to serve as independent director candidates for the eighth board of directors of the company, and have signed the statement of independent director candidates on their qualifications and independence. For details, see the relevant announcement disclosed by the company on cninfo.com on the same day.
The qualification and independence of the above independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange. After there is no objection, the relevant proposal for the election of independent directors can be submitted to the general meeting of shareholders of the company for deliberation and voting.
In order to ensure the normal operation of the board of directors, the directors of the seventh board of directors of the company will continue to perform their duties before the new board of directors is elected.
3、 The proposal on changing the business scope of the company was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention votes.
1. Agree that according to the company’s development strategy and the actual situation of existing business, Change the business scope to “investment, construction and operation of transportation infrastructure such as expressway and urban rail transit; planning, design, integration, investment, construction and operation of new energy vehicle charging and replacement facilities and service network; equity investment and consulting services (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)”.
2. The board of directors requests the general meeting of shareholders to authorize the board of directors of the company to go through the relevant industrial and commercial change registration procedures, and the final business scope after change shall be subject to the approval result of the market supervision and administration department. For the specific contents of this proposal, see the announcement on changing the business scope of the company (Announcement No.: 2022-005) disclosed by the company on cninfo.com on the same day.
4、 The proposal on Amending the articles of association was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention votes.
1、 It is agreed that Article 13 of Chapter II of the articles of association shall be revised as “with the approval of the company registration authority, the business scope of the company is: investment, construction and operation of transportation infrastructure such as expressway and urban rail transit; planning, design, integration, investment, construction and operation of new energy vehicle charging and replacement facilities and service network; equity investment and consulting services (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) “.
2. It is agreed to revise the contents of Chapter IV of the articles of association in accordance with the articles of association of the Communist Party of China, the regulations of the Communist Party of China on the work of grass-roots organizations of state-owned enterprises (for Trial Implementation), the company law of the people’s Republic of China and other relevant provisions and requirements.
3. The board of directors requests the general meeting of shareholders to authorize the board of directors of the company to handle relevant industrial and commercial change registration and filing, and the final revision shall be subject to the approval result of the market supervision and administration department. For the specific contents of this proposal, see the announcement on Amending the articles of Association (Announcement No.: 2022-006) and the full text of the articles of Association disclosed by the company on cninfo.com on the same day. 5、 The management system for information disclosure of debt financing instruments of non-financial enterprises in the Dongguan Development (Holdings) Co.Ltd(000828) inter bank bond market was reviewed and adopted with 7 affirmative votes, 0 negative votes and 0 abstention votes.
The specific contents of this system are detailed in the announcement disclosed by the company on cninfo.com on the same day.
6、 The interim management system for Dongguan Development (Holdings) Co.Ltd(000828) professional managers was reviewed and adopted with 7 affirmative votes, 0 negative votes and 0 abstention votes.
In order to thoroughly implement the spirit of the instructions on comprehensively deepening the reform of state-owned enterprises, gradually promote the tenure system and contractual management of senior managers, and establish a market-oriented high-level talent management mechanism for the high-quality development of the company, it is agreed to implement the Dongguan Development (Holdings) Co.Ltd(000828) interim system for professional manager management. The specific contents of this system are detailed in the announcement disclosed by the company on cninfo.com on the same day.
7、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention votes.
It is agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 in the company’s conference room of Dongguan Shenzhen Expressway Company Limited(600548) highway management center, Liaobu Town, Dongguan at 2:50 p.m. on Tuesday, February 8, 2022. The meeting will be held by combining on-site voting and online voting. The topics considered at the meeting were as follows:
1. Proposal on the election of non independent directors of the eighth board of directors by cumulative voting system 1.01 elect Mr. Wang chongen as the non independent director of the eighth board of directors of the company;
1.02 elect Mr. Wang Qingming as a non independent director of the eighth board of directors of the company;
1.03 elect Mr. Lin Yongsen as a non independent director of the eighth board of directors of the company.
2. Proposal on the election of independent directors of the eighth board of directors by cumulative voting system
2.01 elect Mr. Liu Heng as an independent director of the eighth board of directors of the company;
2.02 elect Mr. Li Xiyuan as an independent director of the eighth board of directors of the company;
2.03 elect Mr. Xin Yu as an independent director of the eighth board of directors of the company;
2.04 elect Mr. Wu XiangNeng as an independent director of the eighth board of directors of the company.
3. Proposal on election of supervisors of the 8th board of supervisors of the company
4. Proposal on changing the business scope of the company
5. Proposal on Amending the articles of Association
The notice on convening the first extraordinary general meeting of shareholders in 2022 is detailed in the relevant announcement (Announcement No.: 2022-004) disclosed by the company on cninfo.com on the same day.
It is hereby announced
Dongguan Development (Holdings) Co.Ltd(000828) board of directors
January 20, 2022
enclosure:
1、 Resume of non independent director candidates
Wang chongen: male, 41 years old, master of business administration, senior economist. He has successively served as the chief financial officer and general manager of Dongguan Dongguan Tong Co., Ltd., the executive director and chairman of Dongguan Bus Co., Ltd., and the general manager assistant of Dongguan Transportation Investment Group Co., Ltd. He is currently the Secretary of the Party committee and chairman of the company, concurrently the Secretary and chairman of the Party branch of Dongguan rail line 1 construction and Development Co., Ltd., the chief economist and employee director of Dongguan Transportation Investment Group Co., Ltd., and the director of happiness life insurance Co., Ltd.
Mr. Wang chongen does not hold the company’s shares, but now serves as the controlling shareholder of the company – the chief economist and employee director of Dongguan Transportation Investment Group Co., Ltd., and also serves as the director of happy life insurance Co., Ltd. in addition, he works with the controlling shareholder, actual controller, shareholders holding more than 5% of the company’s shares and other directors of the company The supervisors and senior managers are not related, have not been punished by the CSRC and other relevant departments or punished by the stock exchange, have not been placed on file for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and are not dishonest, There is no circumstance that the company law and other relevant laws and regulations prohibit him from serving as a director of the company, and he meets the requirements of the company law and other relevant laws, regulations and provisions and the articles of association.
Wang Qingming: male, 55 years old, master of management, senior accountant, Chinese certified public accountant. He has been the vice president, chief financial officer and director of the company since August 2004. He is currently a member of the Party committee, director, vice president and chief financial officer of the company, concurrently serving as secretary, chairman and general manager of the Party branch of Tianjin Hongtong commercial factoring Co., Ltd. and Guangdong RONGTONG Financial Leasing Co., Ltd., director and general accountant of Dongguan rail line 1 construction and development Co., Ltd., and director of Dongguan Securities Co., Ltd.
Mr. Wang Qingming holds 1800 shares of the company, has no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the company’s shares and other directors, supervisors and senior managers of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange, It has not been filed for investigation by judicial organs for suspected crimes or filed for inspection by CSRC for suspected violations of laws and regulations. It is not a dishonest executee. It does not have the situation that it is not allowed to serve as a director of the company as stipulated in the company law and other relevant laws and regulations, and meets the requirements of the company law and other relevant laws, regulations and provisions and the articles of association.
Lin Yongsen: male, 50 years old, master of finance. He has successively served as deputy general manager of institutional finance department and Investment Development Department of e fund management Co., Ltd., director and general manager of e fund asset management (Hong Kong) Co., Ltd., director and executive president of GF International Asset Management Co., Ltd., and executive president of Beijing JiuHeng Investment Management Co., Ltd.
Mr. Lin Yongsen does not hold the company’s shares, has no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the company’s shares and other directors, supervisors and senior managers of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange, It has not been filed for investigation by judicial organs for suspected crimes or filed for inspection by CSRC for suspected violations of laws and regulations. It is not a dishonest executee. It does not have the situation that it is not allowed to serve as a director of the company as stipulated in the company law and other relevant laws and regulations, and meets the requirements of the company law and other relevant laws, regulations and provisions and the articles of association.
2、 Resume of independent director candidates
Liu Heng: male, 58 years old, doctor of economics. He has successively served as lecturer, associate professor, professor and deputy director of the law department of Sun Yat sen University, President of the Law School of Sun Yat sen University and vice president of the Graduate School of Sun Yat sen University. He is currently a professor of the Law School of Sun Yat sen University and concurrently serves as Guangdong Highsun Group Co.Ltd(000861) , Guangzhou Shiyuan Electronic Technology Company Limited(002841) and an independent director of Hunan Tea Industry Group Co., Ltd.
Li Xiyuan: male, 60 years old, doctor of engineering, professor level senior engineer. He has successively served as the general manager, Guangdong Provincial Expressway Development Co.Ltd(000429) general manager and chairman of Guangdong Jingtong Highway Engineering Construction Group Co., Ltd., the chairman of Guangdong Road and Bridge Construction Development Co., Ltd., and the full-time external director of Guangdong SASAC (assigned to Guangdong Construction Engineering Group Co., Ltd., Guangdong Railway Investment Group Co., Ltd. and Guangdong Shipping Group Co., Ltd. as external directors respectively). Currently, he is an external director of Guangzhou Port Company Limited(601228) Group Co., Ltd. and an independent director of Foshan Electrical And Lighting Co.Ltd(000541) .
Xin Yu: male, 51 years old, doctor of finance, Chinese certified public accountant. He has successively served as lecturer, associate professor, professor and doctoral supervisor of the Department of Finance and investment of the school of management of Sun Yat sen University, director of the Department of Finance and investment of the school of management of Sun Yat sen University and vice president of the school of management of Sun Yat sen University. He is currently a professor and doctoral supervisor of the Department of accounting of the school of management of Sun Yat sen University, an external director of Guangzhou Zengcheng Industrial Investment Group Co., Ltd. and an independent director of Qingmu Digital Technology Co., Ltd. Wu XiangNeng: male, 47 years old, master of management. He has successively served as a full-time expatriate supervisor of Guangdong SASAC and vice president of Guangdong Nanhai holding Investment Co., Ltd. Currently, he is the general manager of Guangzhou nengdi Asset Management Co., Ltd. and the independent director of Guangzhou Guangzhou Lingnan Group Holdings Company Limited(000524) Group Co., Ltd., Saturday Co.Ltd(002291) , Guangdong Guangdong Paisheng Intelligent Technology Co.Ltd(300176) Co., Ltd. and Guangdong zhongyingshengda financing guarantee investment Co., Ltd.
Mr. Liu Heng, Li Xiyuan, Xin Yu and Wu XiangNeng do not hold the company’s shares, have no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the company’s shares and other directors, supervisors and senior managers of the company, and have not been punished by China Securities Regulatory Commission and other relevant departments or Shenzhen Stock Exchange, It has not been filed for investigation by judicial organs for suspected crimes or checked by CSRC for suspected violations of laws and regulations. It is not a dishonest executee. It does not have the situation that it is not allowed to serve as an independent director of the company as stipulated in the company law and other relevant laws and regulations, and meets the requirements of the company law and other relevant laws, regulations and provisions and the articles of association.
