Securities code: 000525 securities abbreviation: St red sun Announcement No.: 2022-006 Nanjing Red Sun Co.Ltd(000525)
Announcement on the general election of the board of directors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The term of office of the board of directors of Nanjing Red Sun Co.Ltd(000525) (hereinafter referred to as “the company”) has expired. In order to ensure the smooth transition of the board of directors, the company held the 38th meeting of the eighth board of directors on January 20, 2022 in accordance with the company law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations and the articles of association, The proposal on the general election of the board of directors of the company has been deliberated and adopted, which needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant information is hereby announced as follows:
1、 General election of the board of directors
The 9th board of directors of the company consists of 9 directors, including 6 non independent directors and 3 independent directors.
After the qualification examination of the nomination committee of the board of directors, the board of directors agreed to nominate Mr. Yang Xiu, Ms. Yang Chunhua, Mr. Zhao fuming, Mr. Lu Yugang, Mr. Wang Jinshan and Mr. Wang Wenkui as candidates for non independent directors of the ninth board of directors of the company (see Annex for resume), and agreed to nominate Mr. Wu Xuemin, Ms. Feng Liyan Mr. Yan Zhen is the candidate for independent director of the 9th board of directors of the company (see Annex for resume).
The nominee Mr. Zhao fuming has been publicly denounced by Shenzhen Stock Exchange in the past three years. The specific circumstances are as follows: Shenzhen Stock Exchange issued the decision on giving disciplinary sanctions to Nanjing Red Sun Co.Ltd(000525) and relevant parties on August 26, 2021. As the director and general manager of the company, Zhao fuming is the main person in charge of the daily operation and management of the company, Failure to ensure the company’s standardized operation in accordance with the law, timely performance of information disclosure obligations, and failure to be diligent and conscientious have seriously violated the provisions of articles 1.4, 2.2, 3.1.5 and 3.1.6 of the stock listing rules (revised in November 2018) of Shenzhen Stock Exchange and articles 1.4, 2.2 and 3.1.5 of the stock listing rules (revised in 2020) of the exchange, Take important responsibility for the occupation of non operating funds by the controlling shareholder and its related parties, illegal external guarantee and untimely correction of performance forecast. Zhao fuming, director and general manager, was publicly condemned by the Disciplinary Committee of Shenzhen Stock Exchange.
The nominee Mr. Zhao fuming was included in the list of dishonest Executees for reasons other than personal liabilities. The specific circumstances are as follows: Ma’anshan Rural Commercial Bank Co., Ltd. filed a lawsuit against Nanjing First Pesticide Group Co., Ltd., Ma’anshan Kebang ecological fertilizer Co., Ltd Application for enforcement of judgment on loan contract dispute between eight subjects including Red Sun Group Co., Ltd. and Maanshan Rural Commercial Bank Co., Ltd. As the legal representative of Ma’anshan Kebang ecological fertilizer Co., Ltd., Mr. Zhao fuming was included in the list of dishonest Executees by Ma’anshan intermediate people’s court.
The board of directors reviewed Mr. Zhao fuming’s personal resume, educational background, work experience, professional quality and other relevant materials. In view of Mr. Zhao fuming’s rich experience in the production, operation and management of the company and his familiarity with the relevant business of the company; At the same time, after being disciplined, Mr. Zhao fuming carefully learned lessons, actively rectified the company’s internal control process and strengthened the management of the company’s standardized operation; Moreover, Mr. Zhao fuming has never participated in the operation and management of Ma’anshan Kebang ecological fertilizer Co., Ltd. since he served as the general manager of the company. He was included in the list of dishonest Executees because he served as his legal representative, not because of Mr. Zhao fuming’s personal liabilities. In view of this, the board of Directors believes that Mr. Zhao fuming is qualified and qualified to serve as a director of the company, and this position will not affect the standardized operation of the company, and agrees to nominate Mr. Zhao fuming as a non independent director of the ninth board of directors of the company. Ms. Feng Liyan, an independent director, is an accounting professional. Independent director candidates Mr. Wu Xuemin, Ms. Feng Liyan and Mr. Yan Zhen have obtained the qualification certificate of independent director recognized by the stock exchange. At the same time, the qualifications and independence of the above independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange, and can be submitted to the general meeting of shareholders for deliberation only after there is no objection.
According to the company law and the articles of association, this proposal shall be submitted to the general meeting of shareholders for deliberation. The general meeting of shareholders will elect non independent directors and independent directors by cumulative voting. The term of office of the members of the ninth board of directors of the company is three years, which will take effect from the date of election at the first extraordinary general meeting of shareholders in 2022.
2、 Other explanatory matters
The independent directors of the company expressed their agreed independent opinions on the general election of the board of directors. Among the candidates for directors of the ninth board of directors of the company, the total number of directors concurrently serving as senior managers of the company does not exceed one-half of the total number of directors of the company, and the number of independent directors is not less than one-third of the total number of directors of the company, which meets the requirements of relevant laws and regulations. In order to ensure the normal operation of the company’s board of directors, the eighth board of directors of the company will faithfully and diligently perform the duties and responsibilities of directors in accordance with relevant laws and regulations and the articles of association before the new board of directors takes office. The company expresses its heartfelt thanks to the directors of the 8th board of directors for their diligence and contribution to the development of the company during their tenure!
It is hereby announced.
Nanjing Red Sun Co.Ltd(000525)
Board of directors
January 20, 2022
Attachment: resume of director candidates
1、 Candidates for non independent directors
Mr. Yang Xiu, Chinese nationality, without permanent residency abroad, was born in October 1982 with a bachelor’s degree. He once served as the regional sales director of Nanjing Red Sun agricultural materials chain Group Co., Ltd., the deputy general manager of the supply and marketing department of Red Sun Co., Ltd., and now the general manager of the Nanjing Red Sun Co.Ltd(000525) supply and marketing department. As of the disclosure date of this announcement, Mr. Yang Xiu did not hold shares of the company; There is no relationship with the controlling shareholder and actual controller of the company, other shareholders holding more than 5% of the shares of the company, and there is no relationship with other directors, supervisors and senior managers of the company. Mr. Yang Xiu has not been publicly condemned or criticized by the stock exchange for more than three times in the past three years, meets the qualifications required by relevant laws and regulations, and is not allowed to serve as a director or senior manager of the company as stipulated in the company law and the articles of association. Mr. Yang Xiu is not a dishonest person.
Ms. Yang Chunhua, Chinese nationality, without permanent residency abroad, was born in January 1965, with a college degree and a senior accountant. He once served as chief of general ledger accounting and finance section of Nanjing No. 1 pesticide factory, manager of Finance Department of Red Sun Group Co., Ltd. Nanjing Red Sun Co.Ltd(000525) chief financial officer.
He is currently a candidate for Nanjing Red Sun Co.Ltd(000525) vice chairman and a director of Red Sun Group Co., Ltd. Ms. Yang Chunhua and Mr. Yang Shouhai, the actual controller of the company, are brothers and sisters. As of the disclosure date of this announcement, 10549 shares of the company have been held. In addition, Ms. Yang Chunhua has no relationship with the controlling shareholder and actual controller of the company, other shareholders holding more than 5% of the company’s shares, and has no relationship with other directors, supervisors and senior managers of the company. Ms. Yang Chunhua has not been publicly condemned or criticized by the stock exchange for more than three times in the past three years, meets the qualifications required by relevant laws and regulations, and does not have the situation that she is not allowed to serve as a director or senior manager of the company as stipulated in the company law and the articles of association. Ms. Yang Chunhua is not a dishonest person.
Mr. Zhao fuming, Chinese nationality, without permanent residency abroad, was born in February 1962, with a college degree and a senior engineer. He used to be the manager of the supply and marketing department of Nanjing No. 1 pesticide factory, the general manager of the supply and marketing department of Red Sun Group Co., Ltd., Nanjing Red Sun Co.Ltd(000525) supervisor and chairman of the board of supervisors. Now he is the general manager and director of Nanjing Red Sun Co.Ltd(000525) , the supervisor of Nanjing First Pesticide Group Co., Ltd., Sino-Agri Leading Biosciences Co.Ltd(603970) supervisor. As of the disclosure date of this announcement, Mr. Zhao fuming did not hold shares of the company; There is no relationship with the controlling shareholder and actual controller of the company, other shareholders holding more than 5% of the shares of the company, and there is no relationship with other directors, supervisors and senior managers of the company. Mr. Zhao fuming has been publicly condemned by the stock exchange in the past three years and has been included in the list of dishonest Executees for reasons other than personal liabilities. Given that he has rich experience in production, operation and management and is familiar with the relevant business of the company, his serving as a non independent director of the company will not affect the standardized operation of the company.
Mr. Lu Yugang, Chinese nationality, without permanent residency abroad, was born in February 1976 with a university degree. He once served as president, legal secretary, deputy director of the office, legal director and Secretary of the board of directors of Red Sun Group Co., Ltd. and member of the Standing Committee of the 8th, 9th and 10th Gaochun District CPPCC. He is now the vice president of Red Sun Group Co., Ltd., the chairman and President of Jiangsu red sun new business group Co., Ltd., the chairman and Nanjing Red Sun Co.Ltd(000525) director of Nanjing world village wisdom Agricultural Trade Co., Ltd. As of the disclosure date of this announcement, Mr. Lu Yugang did not hold shares of the company; There is no relationship with the controlling shareholder and actual controller of the company, other shareholders holding more than 5% of the shares of the company, and there is no relationship with other directors, supervisors and senior managers of the company. Mr. Lu Yugang has not been publicly condemned or criticized by the stock exchange for more than three times in the past three years, meets the qualifications required by relevant laws and regulations, and does not have the situation that he is not allowed to serve as a director or senior manager of the company as stipulated in the company law and the articles of association. Mr. Lu Yugang is not a dishonest person.
Mr. Wang Jinshan, Chinese nationality, without overseas permanent residency, was born in September 1981, with master’s degree, registered safety engineer and chemical engineer. He once served as deputy general manager of Chongqing Huage biochemistry Co., Ltd., general manager of Chongqing Zhongbang Technology Co., Ltd., general manager of Chongqing red sun Environmental Protection Industry Co., Ltd. and chairman of Chongqing Zhongbang Technology Co., Ltd. He is now the general manager of Chongqing World Village biochemistry Co., Ltd. Mr. Wang Jinshan does not directly hold the company’s shares, has no relationship with the controlling shareholder and actual controller of the company, other shareholders holding more than 5% of the company’s shares, and has no relationship with other directors, supervisors and senior managers of the company. Mr. Wang Jinshan has not been publicly condemned or criticized by the stock exchange for more than three times in the past three years, meets the qualifications required by relevant laws and regulations, and does not have the situation that he is not allowed to serve as a director or senior manager of the company as stipulated in the company law and the articles of association. Mr. Wang Jinshan is not a dishonest person.
Mr. Wang Wenkui, Chinese nationality, without overseas permanent residency, was born in February 1983, with a master’s degree and an engineer. He once served as researcher of the technical center of Red Sun Group Co., Ltd., deputy director of the technical center of Nanjing Huazhou Pharmaceutical Co., Ltd., project manager of Nanjing Red Sun biochemistry Co., Ltd., and workshop director of Nanjing Red Sun biochemistry Co., Ltd. He is currently the deputy general manager and Nanjing Red Sun Co.Ltd(000525) supervisor of Anhui red sun biochemistry Co., Ltd. As of the disclosure date of this announcement, Mr. Wang Wenkui did not hold shares of the company; There is no relationship with the controlling shareholder and actual controller of the company, other shareholders holding more than 5% of the shares of the company, and there is no relationship with other directors, supervisors and senior managers of the company. Mr. Wang Wenkui has not been publicly condemned or criticized by the stock exchange for more than three times in the past three years, meets the qualifications required by relevant laws and regulations, and does not have the situation that he is not allowed to serve as a director or senior manager of the company as stipulated in the company law and the articles of association. Mr. Wang Wenkui is not a dishonest person to be executed.
2、 Candidates for independent directors
Mr. Wu Xuemin, Chinese nationality, without permanent residency abroad, was born in May 1968, with a doctoral degree, professor and doctoral supervisor, and a member of Jiusan Society. He used to be a teaching assistant, lecturer and associate professor of the school of science of China Agricultural University. Currently, he is a professor of the school of science of China Agricultural University, chairman of the professional committee of pesticide preparations and additives of China pesticide development and Application Association, member of the professional committee of pesticide chemistry of Beijing pesticide society and Sino-Agri Leading Biosciences Co.Ltd(603970) independent director. As of the disclosure date of this announcement, Mr. Wu Xuemin did not hold shares of the company; There is no relationship with the controlling shareholder and actual controller of the company, other shareholders holding more than 5% of the shares of the company, and there is no relationship with other directors, supervisors and senior managers of the company. Mr. Wu Xuemin has not been publicly condemned or criticized by the stock exchange for more than three times in the past three years, meets the qualifications required by relevant laws and regulations, and is not allowed to serve as an independent director of the company as stipulated in the company law and the articles of association. Mr. Wu Xuemin is not a dishonest person.
Ms. Feng Liyan, Chinese nationality, without overseas permanent residency, born in January 1974, has a doctoral degree, a master’s supervisor, an associate professor, a Chinese certified public accountant and a Chinese asset appraiser; He used to be an audit assistant of Henan zhongdaxin certified public accountants, a certified public accountant of Henan regular certified public accountants Co., Ltd., a Trust chief accountant of Zhengzhou Bairui trust and Investment Co., Ltd., and a teacher of Shengda School of economic and trade management of Zhengzhou University; He is now an associate professor of Business School of Suzhou University of science and technology and an independent director of Nanjing Red Sun Co.Ltd(000525) . As of the disclosure date of this announcement, Ms. Feng Liyan did not hold shares of the company; There is no relationship with the controlling shareholder and actual controller of the company, other shareholders holding more than 5% of the shares of the company, and there is no relationship with other directors, supervisors and senior managers of the company. Ms. Feng Liyan has not been publicly condemned or criticized by the stock exchange for more than three times in the past three years, meets the qualifications required by relevant laws and regulations, and is not allowed to serve as an independent director of the company as stipulated in the company law and the articles of association. Ms. Feng Liyan is not a dishonest person.
Mr. Yan Zhen, male, born in November 1976, Chinese nationality, member of the democratic construction party, master degree, practicing lawyer. He once served as a notary of the third Notary Office of Nanjing, director of Nanjing Zhengpeng law firm, deputy director of Jiangsu Jiamin law firm and deputy director of Jiangsu chuangying law firm. He is now a senior partner of Shanghai Haihua Yongtai (Nanjing) law firm. As of the disclosure date of this announcement, Mr. Yan Zhen did not hold shares of the company; There is no relationship with the controlling shareholder and actual controller of the company, other shareholders holding more than 5% of the shares of the company, and there is no relationship with other directors, supervisors and senior managers of the company
