Sports, happiness and dreams
Securities code: 002780 securities abbreviation: Beijing Sanfo Outdoor Products Co.Ltd(002780) Announcement No.: 2022-001 Beijing Sanfo Outdoor Products Co.Ltd(002780)
Announcement on resolutions of the 10th 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.
1、 Meetings of the board of directors
Beijing Sanfo Outdoor Products Co.Ltd(002780) (hereinafter referred to as “the company”) sent the notice of convening the 10th meeting of the 4th board of directors to all directors by e-mail on January 13, 2022, and the meeting was held by on-site combined communication on January 19, 2022. The meeting was presided over by Chairman Zhang Heng. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. The company’s supervisors and senior managers attended the meeting as nonvoting delegates. The convening and convening of the meeting comply with the relevant provisions of the company law of the people’s Republic of China and the Beijing Sanfo Outdoor Products Co.Ltd(002780) articles of association, and the meeting is legal and effective.
2、 Deliberations of the board meeting
1. The proposal on renewing the appointment of accounting firms was unanimously adopted by 7 votes in favor, 0 against and 0 abstention
The audit committee of the board of directors has investigated and evaluated the audit work of Rongcheng Certified Public Accountants (special general partnership) in 2020 and believes that the Institute has followed the independent, objective and fair professional standards and completed various audit tasks well.
With the prior approval of all independent directors and the deliberation and approval of the audit committee, the board of directors agreed to renew the appointment of Rongcheng Certified Public Accountants (special general partnership) as the company’s audit institution in 2021. Independent directors have issued prior approval opinions and independent opinions on this proposal. See http://www.cn.info.com.cn for details of the announcement on the proposed renewal of the accounting firm.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. With 6 affirmative votes, 0 negative votes and 0 abstention, the proposal on applying for credit line from the bank and providing counter guarantee and related party transactions by the company and actual controller to third-party guarantee institutions was unanimously adopted, and Zhang Heng, a related director, avoided voting
After review, the board of directors agreed that the company applied for credit line from the bank and the counter guarantee and related party transactions provided by the company and the actual controller to the third-party guarantee institution. This counter guarantee and related party transaction is to meet the needs of the company’s daily operation and business development, enhance operating efficiency and profitability, reduce the cost of capital use, maintain financial stability, comply with the company’s development strategy and do not damage the interests of the company and all shareholders.
See http://www.cn.info.com.cn.cn for details of the announcement on the company, its controlling shareholders and actual controllers providing counter guarantee and related party transactions for the company’s application for bank credit, independent opinions issued by independent directors and verification opinions issued by the sponsor.
Sports, happiness and dreams
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. The proposal on appointing Wang Ning as the deputy general manager of the company was unanimously adopted with 7 affirmative votes, 0 negative votes and 0 abstention votes. Due to the needs of the company’s x-bionic brand business development, the general manager of the company nominated and reviewed by the nomination, remuneration and assessment committee of the board of directors, and the board of directors agreed to appoint Mr. Wang Ning as the deputy general manager of the company, The term of office starts from the date of deliberation and approval by the board of directors to the expiration of the current board of directors. See the attachment for resume.
The total number of directors who concurrently serve as senior managers of the company in the board of directors shall not exceed one-half of the total number of directors of the company.
The independent directors of the company expressed their independent opinions on the proposal. For details, see http://www.cn.info.com.cn.
4. The proposal on Amending the articles of association and handling industrial and commercial change registration was unanimously adopted by 7 votes in favor, 0 against and 0 abstention
After review, the board of directors agreed that the company, according to the actual business needs and the latest Shenzhen Stock Exchange Stock Listing Rules (revised in 2022) and Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board and other relevant laws, regulations and normative documents, Revise the business scope and some terms in the articles of association. See http://www.cn.info.com.cn for details of the amendment to the articles of association and the revised articles of association.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5. The proposal on Amending the measures for the administration of connected transactions was unanimously adopted by 7 votes in favor, 0 against and 0 abstention. After review, The board of directors agrees that the company shall, in accordance with the latest Shenzhen Stock Exchange Stock Listing Rules (revised in 2022), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board, SZS [2022] No. 19 attachment 1: self regulatory guidelines for listed companies No. 7 – transactions and connected transactions and other relevant laws The administrative measures for related party transactions shall be amended in accordance with the relevant provisions of laws, regulations and normative documents. See http://www.cn.info.com.cn for details of the measures for the administration of connected transactions.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
6. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was unanimously adopted by 7 votes in favor, 0 against and 0 abstention
The company plans to hold the first extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on Wednesday, February 9, 2022. See http://www.cn.info.com.cn for details of the notice on convening the first extraordinary general meeting of shareholders in 2022.
Sports, happiness and dreams
3、 Documents for future reference 1 Resolution of the 10th meeting of the 4th board of directors 2 The independent directors’ prior approval and independent opinions on matters related to the 10th meeting of the Fourth Board of directors are hereby announced.
Beijing Sanfo Outdoor Products Co.Ltd(002780) board of directors January 20, 2002
Sports, happiness and dreams
Attachment: resume of senior executives: Wang Ning, male, born in 1972, Chinese nationality, without overseas permanent residency, graduated from the eight Prince Art College in Tokyo, majoring in music and art, with a college degree. He has successively served as the person in charge of the North Branch of Columbia Garment Co., Ltd., the national sales director of Spyder brand of Shanghai Lianya Garment Co., Ltd., and is now the Beijing Sanfo Outdoor Products Co.Ltd(002780) deputy general manager. As of the date of this announcement, Mr. Wang Ning does not directly or indirectly hold the shares of the company, has no relationship with the controlling shareholder, actual controller and other shareholders holding more than 5% of the shares of the company, has not been punished by China Securities Regulatory Commission and other relevant departments and the stock exchange, and is not a “dishonest executee”. There are no circumstances specified in article 3.2.3 of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange.
