Sealand Securities Co.Ltd(000750)
About Shandong Kehui Power Automation Co.Ltd(688681)
Verification opinions on the adjustment of directors, supervisors and senior managers
Sealand Securities Co.Ltd(000750) (hereinafter referred to as " Sealand Securities Co.Ltd(000750) " or "sponsor") as a sponsor of the initial public offering of Shandong Kehui Power Automation Co.Ltd(688681) (hereinafter referred to as "listed company", "company" or " Shandong Kehui Power Automation Co.Ltd(688681) ") and listing on the science and innovation board, has verified the job adjustment of some directors, supervisors and senior managers of the listed company, and issued the following verification opinions:
1、 Details of job adjustment of directors, supervisors and senior managers
Shandong Kehui Power Automation Co.Ltd(688681) the 17th meeting of the third board of directors was held on January 17, 2022. The proposal on nominating candidates for non independent directors of the third board of directors, the proposal on appointing the general manager and the proposal on replacing senior managers were considered and adopted.
The company held the 14th meeting of the third board of supervisors on January 17, 2022, deliberated and adopted the proposal on the election of supervisors.
The job changes of directors, supervisors and senior managers of the company are as follows:
(I) changes in Directors
1. Mr. Wang Junjiang resigned as a director of the company, a special committee under the board of directors and the general manager due to job change, and intends to serve as a supervisor;
2. Mr. Zhao Guodong, a director recommended by the company's external shareholder Zibo High tech Venture Capital Co., Ltd., resigned as a director for personal reasons and will no longer hold any position in the company after his resignation;
The board of directors of the company proposes to elect Mr. Zhu Yijun and Mr. Wang Xiangan as directors of the company. The term of office is the same as that of the third board of directors of the company, which is calculated from the date of deliberation and approval by the general meeting of shareholders of the company. The above two candidates for non independent directors must be submitted to the general meeting of shareholders of the company for deliberation and approval.
(II) changes in supervisors
Mr. Wang Xiangan resigned as a supervisor of the company due to job change and intends to serve as a director.
The board of supervisors of the company proposes to elect Mr. Wang Junjiang as the supervisor of the company. The term of office is the same as that of the third board of supervisors of the company, starting from the date of deliberation and approval by the general meeting of shareholders of the company. This matter must be submitted to the general meeting of shareholders of the company for deliberation and approval.
(III) changes in senior management
1. In view of Mr. Wang Junjiang's resignation as the general manager of the company, the board of directors appointed Mr. Yan tingchun as the general manager of the company;
2. Mr. Zhu Yijun resigned from the position of chief financial officer of the company due to job change and continued to serve as the Secretary of the board of directors of the company, intending to serve as a director;
3. It is proposed to appoint Mr. Qin Xiaolei as the deputy general manager of the company;
4. It is proposed to appoint Mr. LV Hongliang as the chief financial officer of the company.
The term of office of the senior managers is the same as that of the third board of directors of the company, which is calculated from the date of deliberation and approval by the board of directors.
The above-mentioned directors, supervisors and senior managers have the qualifications of relevant personnel of listed companies as stipulated by laws and administrative regulations, and have the necessary work experience to perform relevant duties. There is no prohibition of employment as stipulated by laws and regulations and the articles of association, nor has they been identified as market prohibited by China Securities Regulatory Commission and the prohibition has not been lifted.
2、 Internal review procedures for job adjustment of directors, supervisors and senior managers
The 17th meeting of the third board of directors of the company deliberated and approved the proposal on nominating candidates for non independent directors of the third board of directors, and agreed to add Mr. Wang Xiangan and Mr. Zhu Yijun as non independent directors of the third board of directors of the company, which needs to be submitted to the second interim general meeting of shareholders of the company in 2022 for deliberation and approval; Deliberated and passed the proposal on the appointment of general manager, and agreed to appoint Mr. Yan tingchun as the general manager of the company; The proposal on replacing senior managers was reviewed and approved, and it was agreed to appoint Mr. Qin Xiaolei as the deputy general manager and Mr. LV Hongliang as the chief financial officer of the company.
The 14th meeting of the third board of supervisors of the company deliberated and approved the proposal on the election of supervisors, and agreed to elect Mr. Wang Junjiang as the supervisor of the third board of supervisors. The proposal still needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
Independent directors have expressed their independent opinions on the above matters.
3、 Verification opinions of the recommendation institution
(I) verification procedure
1. Obtain and consult the company's current articles of association and relevant internal systems;
2. Consult relevant announcements and meeting materials of the company;
3. Review the resumes of newly appointed directors, supervisors and senior managers;
4. Check the reasons for the change of directors, supervisors and senior managers, whether necessary procedures are performed, and whether it has an impact on the company's governance, business performance, R & D, etc.
(II) verification conclusion
After verification, the recommendation institution believes that:
1. The adjustment of the positions of some directors, supervisors and senior managers of the company has been deliberated and adopted at the 17th meeting of the third board of directors and the 14th meeting of the third board of supervisors. The deliberation procedures of the board of directors and the board of supervisors comply with relevant laws, regulations and the articles of association, The independent directors of the company have expressed their independent opinions on the above matters;
2. The directors, supervisors and senior managers proposed to be employed by the company this time have the qualifications of relevant personnel of listed companies as stipulated by laws and administrative regulations, have the work experience necessary to perform relevant duties, and are not prohibited by laws, regulations and the articles of association, Nor has it been identified as a market prohibited person by the China Securities Regulatory Commission and the prohibition has not been lifted;
3. The overall management team of the company is relatively stable. This adjustment of the positions of some directors, supervisors and senior managers is a necessary adjustment to further improve the company's operation and management ability, optimize the company's governance structure, and strive to promote the rejuvenation of the front-line business management team and the construction of the company's talent echelon in combination with the company's strategic development plan and actual situation, It is conducive to promoting the company to improve its governance mechanism and promote the sustainable, rapid and healthy development of all aspects of operation and management, which is in line with the interests of the company and all shareholders, and no damage to the interests of minority shareholders is found;
4. At present, the company's daily operation and technology research and development are carried out normally, which has not had a significant adverse impact on the company's sustainable operation ability and core competitiveness.
In conclusion, the recommendation institution has no objection to the adjustment of the positions of some directors, supervisors and senior managers of the company. (no text below)
(there is no text on this page, which is the signature and seal page of Sealand Securities Co.Ltd(000750) verification opinions on the adjustment of Shandong Kehui Power Automation Co.Ltd(688681) directors, supervisors and senior managers)
Sponsor representative:
Chen Yu, Tang bin
Sealand Securities Co.Ltd(000750) mm / DD / yy
