Securities code: 000525 securities abbreviation: St red sun Announcement No.: 2022-004
Nanjing Red Sun Co.Ltd(000525)
Announcement on resolutions of the 38th meeting of the 8th 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.
The 38th meeting of the 8th board of directors of Nanjing Red Sun Co.Ltd(000525) (hereinafter referred to as “the company”) was held by means of communication voting on January 20, 2022. The notice of this meeting will be sent in writing, e-mail or communication on January 17, 2022. The meeting materials of the board of directors shall be submitted to the supervisors and senior managers of the company for review at the same time. There are 8 directors who should vote at this meeting and 8 directors who actually vote. The convening and convening of the meeting shall comply with the company law, the articles of association and other relevant provisions. The meeting considered and adopted the following proposals:
1、 The proposal on the general election of the board of directors of the company was reviewed and passed.
Since the term of office of the eighth board of directors of the company has expired, in accordance with the company law, the articles of association and other relevant provisions, the ninth board of directors of the company is held by 9 directors, including 6 non independent directors and 3 independent directors.
After review by the nomination committee of the board of directors, the 38th meeting of the 8th board of directors considered and approved the nomination of 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 9th board of directors of the company (resumes of relevant personnel are attached); Mr. Wu Xuemin, Ms. Feng Liyan and Mr. Yan Zhen are nominated as candidates for independent directors of the ninth board of directors of the company (resumes of relevant personnel are attached). The independent directors of the company have expressed their independent opinions on this matter.
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, the candidate for independent director, is an accounting professional. Mr. Wu Xuemin, Ms. Feng Liyan and Mr. Yan Zhen, the candidates for independent director, 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 ninth board of directors of the company shall be three years from the date of election at the first extraordinary general meeting of shareholders in 2022. For the statement of independent director nominees, statement of independent director candidates and Nanjing Red Sun Co.Ltd(000525) independent directors’ independent opinions on matters related to the 38th meeting of the eighth board of directors, see the company’s securities times, China Securities News and cninfo on the same day（ http://www.cn.info.com.cn. ）Disclosure announcement. The voting of the proposal is as follows:
Agree to abstain from voting
Voting
8 votes 0 votes 0 votes not applicable
2、 The proposal on the appointment of the Secretary of the board of directors was reviewed and passed
After deliberation, it is agreed to appoint Ms. Wang Lu as the Secretary of the board of directors of the company until the expiration of the eighth board of directors. The independent directors of the company have expressed their independent opinions on this matter. The announcement on the appointment of the Secretary of the board of directors and independent opinions are detailed in the securities times, China Securities Journal and cninfo on the same day（ http://www.cn.info.com.cn. ）Disclosure announcement.
The voting of the proposal is as follows:
Agree to abstain from voting
Voting
8 votes 0 votes 0 votes not applicable
3、 The proposal on leasing office space and related party transactions from related parties was reviewed and adopted. In order to meet the needs of daily operation and office, the company plans to renew its property located at No. 18 Gutan Avenue, Gaochun Economic Development Zone, Nanjing, Jiangsu Province (with a total area of 24364.91 m2) from the controlling shareholder Nanjing First Pesticide Group Co., Ltd. (hereinafter referred to as “Nanyi agricultural group”, the company’s related party) for daily office, The lease term is from January 1, 2022 to December 31, 2022. The total rent is RMB 5869506.82. The leased area and rent are consistent with those of the previous year.
The independent directors of the company have approved and expressed their consent to the proposal in advance; Directors Yang Chunhua, Zhao fuming, Lu Yugang, Zhao Xiaohua and Fang Hongxin abstained from voting. According to the relevant provisions of the stock listing rules and the articles of association of Shenzhen Stock Exchange, this connected transaction is within the scope of the deliberation authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. This transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. This connected transaction does not need to be approved by relevant departments.
For details, please refer to securities times, China Securities Journal and cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on leasing office space and related party transactions from related parties disclosed.
The voting of the proposal is as follows:
Agree to abstain from voting
Voting
3 votes, 0 votes, 0 votes, 5 votes
4、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was considered and adopted.
According to the resolution of the 38th meeting of the 8th board of directors, the company will hold the first extraordinary general meeting of shareholders in 2022 at 3:00 p.m. on February 10, 2022 in the company’s conference room, No. 18 Gutan Avenue, Gaochun Economic Development Zone, Nanjing. For details, please refer to China Securities Journal, securities times and cninfo.com on the same day（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed on the.
The voting of the proposal is as follows:
Agree to abstain from voting
Voting
8 votes 0 votes 0 votes not applicable
It is hereby announced.
Nanjing Red Sun Co.Ltd(000525)
Board of directors
January 20, 2022
Annex I: resume of director candidates
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, borderless
