Securities code: 000711 securities abbreviation: Kingland Technology Co.Ltd(000711) Announcement No.: 2022-021 Kingland Technology Co.Ltd(000711)
Announcement of resolutions of the first extraordinary meeting of the 10th board of directors
(Communication voting)
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
1. Kingland Technology Co.Ltd(000711) (hereinafter referred to as “the company”) the first interim meeting of the 10th board of directors has been notified by e-mail and wechat electronic documents on January 20, 2022.
2. The meeting was held by means of communication voting at 17:00 on January 24, 2022.
3. There are 6 directors who should be present, 6 actual directors and 6 directors present by means of communication voting.
4. The meeting was presided over by Mr. Guo Shaozeng jointly elected by all directors, and some senior managers of the company attended as nonvoting delegates.
5. The meeting was held in accordance with the company law of the people’s Republic of China and the Kingland Technology Co.Ltd(000711) articles of association.
2、 Deliberations of the board meeting
After careful deliberation and voting by open ballot, the following resolutions are formed:
(I) the proposal on electing the chairman of the company was deliberated and passed
Voting results: 6 in favor, 0 against, 0 abstention and 0 withdrawal.
For details, see the announcement on electing the chairman of the company (Announcement No.: 2022-023) on cninfo.com on January 25, 2022.
(II) the proposal on the appointment of senior managers and securities affairs representatives of the company was deliberated and adopted. 1. Mr. Guo Shaozeng was appointed as the president of the company after being nominated by the chairman and reviewed by the nomination committee of the board of directors. His term of office expires at the expiration of the term of office of the current board of directors.
Voting results: 6 in favor, 0 against, 0 abstention and 0 withdrawal.
2. Upon the nomination of the president and the review of the nomination committee of the board of directors, Mr. Han Zhiquan was appointed as the executive vice president of the company. The term of office expires when the term of office of the current board of directors expires.
Voting results: 6 in favor, 0 against, 0 abstention and 0 withdrawal.
3. Upon the nomination of the president and the review of the nomination committee of the board of directors, Mr. Wang Haidong was appointed as the vice president of the company. The term of office expires when the term of office of the current board of directors expires.
Voting results: 6 in favor, 0 against, 0 abstention and 0 withdrawal.
The term of office expires when the term of office of the current board of directors expires.
Voting results: 6 in favor, 0 against, 0 abstention and 0 withdrawal.
5. Upon the nomination of the president and the review of the nomination committee of the board of directors, Mr. Feng Yulu was appointed as the vice president of the company. The term of office expires when the term of office of the current board of directors expires.
Voting results: 6 in favor, 0 against, 0 abstention and 0 withdrawal.
6. Nominated by the president and reviewed by the nomination committee of the board of directors, Ms. Li Guirong was appointed as the vice president of the company. The term of office expires when the term of office of the current board of directors expires.
Voting results: 6 in favor, 0 against, 0 abstention and 0 withdrawal.
7. Upon the nomination of the president and the review of the nomination committee of the board of directors, Ms. Dong Chunyu was appointed as the vice president of the company. The term of office expires when the term of office of the current board of directors expires.
Voting results: 6 in favor, 0 against, 0 abstention and 0 withdrawal.
8. Upon the nomination of the president and the review of the nomination committee of the board of directors, Ms. Gao Hong was appointed as the financial director of the company. The term of office expires when the term of office of the current board of directors expires.
Voting results: 6 in favor, 0 against, 0 abstention and 0 withdrawal.
9. Upon the nomination of the chairman of the board and the review of the nomination committee of the board of directors, Ms. Huang Jiahui was appointed as the Secretary of the board of directors and securities affairs representative of the company. The term of office expires when the term of office of the current board of directors expires.
Voting results: 6 in favor, 0 against, 0 abstention and 0 withdrawal.
For details, see the announcement on the appointment of senior managers and securities affairs representatives of the company (Announcement No.: 2022-024) on cninfo.com on January 25, 2022.
(III) the proposal on the election of members of professional committees of the 10th board of directors was considered and adopted. The voting results: 6 votes in favor, 0 against, 0 abstention and 0 withdrawal.
For details, see the announcement on the election of members of professional committees of the 10th board of directors (Announcement No.: 2022-030) on cninfo.com on January 25, 2022.
(IV) the proposal on the allowance standard for board members was deliberated and adopted
Voting results: 6 in favor, 0 against, 0 abstention and 0 withdrawal.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details, see the announcement on the allowance standard for board members (Announcement No.: 2022-029) on cninfo.com on January 25, 2022.
(V) the proposal on providing related party counter guarantee for Mr. Yang Rengui was deliberated and adopted
Voting results: 6 in favor, 0 against, 0 abstention and 0 withdrawal.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details, see the proposal on providing related party counter guarantee for Mr. Yang Rengui on cninfo.com on January 25, 2022 (Announcement No.: 2022-025).
(VI) the proposal on connected transactions was deliberated and adopted
Voting results: 6 in favor, 0 against, 0 abstention and 0 withdrawal.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details, see the announcement on related party transactions (Announcement No.: 2022-026) on cninfo.com on January 25, 2022.
(VII) the proposal on providing counter guarantee and related party transactions to the guarantor was deliberated and adopted
Voting results: 5 in favor, 0 against, 0 abstention and 1 withdrawal.
Mr. Guo Shaozeng, a related director, needs to avoid voting.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details, see the announcement on providing counter guarantee and related party transactions to the guarantor (Announcement No.: 2022-027) on cninfo.com on January 25, 2022.
(VIII) the proposal on convening the second extraordinary general meeting of the company in 2022 was deliberated and adopted. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, the fourth, fifth, sixth and seventh proposals considered by the board of directors need to be submitted to the second extraordinary general meeting of the company in 2022 for deliberation.
Voting results: 6 in favor, 0 against, 0 abstention and 0 withdrawal.
3、 Documents for future reference
1. Resolution of the first extraordinary meeting of the 10th board of directors of the company
It is hereby announced.
Kingland Technology Co.Ltd(000711) board of directors January 24, 2019
Attachment: resume
1. Guo Shaozeng, male, born in February 1963, has a postgraduate degree. He has successively served as director and vice president of China Fortune Land Development Co.Ltd(600340) Jiye Holding Co., Ltd., China Fortune Land Development Co.Ltd(600340) director and vice president, China Fortune Land Development Co.Ltd(600340) chairman of Jiye Venture Capital Co., Ltd. and vice chairman of Langfang Bank Co., Ltd. He is currently a director of RONGTONG capital (Gu’an) Investment Management Co., Ltd.
Mr. Guo Shaozeng is related to the shareholders who hold more than 5% of the shares of the company. He is the actual controller of the company. He has no related relationship with other directors, supervisors and senior managers of the company. He does not directly hold the shares of the listed company and indirectly holds the shares of the company.
Mr. Guo Shaozeng is not under any of the following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) Being prohibited from entering the securities market by the CSRC; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; (4) Administrative punishment by the CSRC in the last three years; (5) Being publicly condemned or criticized by the stock exchange for more than three times in the past three years; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by China Securities Regulatory Commission for suspected violations of laws and regulations.
After inquiring about the open inquiry platform of the CSRC for illegal and dishonest information in the securities and futures market, Mr. Guo Shaozeng was included in the dishonest executee by the people’s court. Mr. Guo Shaozeng’s dishonesty is caused by the guarantee for Kingland Technology Co.Ltd(000711) and Kingland Technology Co.Ltd(000711) subsidiaries, and there is no dishonesty due to personal debt.
2. Han Zhiquan, male, born in 1969, holds a master’s degree in finance. From November 2007 to March 2013, he served as a member of the Party committee and vice president of Bank Of China Limited(601988) Langfang Branch; From April 2013 to March 2017, he served as party secretary and President of Bank Of Communications Co.Ltd(601328) Langfang Branch; Vice president of Kingland Technology Co.Ltd(000711) from May 2017 to may 2018; He is currently Kingland Technology Co.Ltd(000711) executive vice president and director of the ninth board of directors.
Mr. Han Zhiquan has no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company, and does not hold Kingland Technology Co.Ltd(000711) shares. Mr. Han Zhiquan is not under any of the following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) Being prohibited from entering the securities market by the CSRC; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; (4) Administrative punishment by the CSRC in the last three years; (5) Being publicly condemned or criticized by the stock exchange for more than three times in the past three years; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations; (7) It is publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court.
3. Han Shiying, female, born in 1972, master of management, Beijing Normal University. Former general manager of human administration department of Beijing Oriental Jicheng Co.Ltd(002819) technology integration Co., Ltd; HR Director of Sinovel wind power. He joined the company as HR Director in 2016 and assistant to the president in 2018 until now.
Ms. Han Shiying has no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company, and does not hold Kingland Technology Co.Ltd(000711) shares. Ms. Han Shiying is not under any of the following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) Being prohibited from entering the securities market by the CSRC; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; (4) Administrative punishment by the CSRC in the last three years; (5) Being publicly condemned or criticized by the stock exchange for more than three times in the past three years; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations; (7) It is publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court.
4. Wang Haidong, male, born in January 1979, bachelor degree. From 2002 to 2010, he worked in China State Construction Engineering Corporation Limited(601668) Sixth Engineering Bureau Co., Ltd. and has been the general manager of Zhongke Dingshi Environmental Engineering Co., Ltd. since 2013
Mr. Wang Haidong has no relationship with the listed company, nor with shareholders holding more than 5% of the company, actual controllers, other directors, supervisors and senior managers of the company, and does not hold shares of the listed company. It has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, and there is no situation that it is not allowed to nominate senior managers. According to the inquiry on the catalogue of dishonest Executees on the website of the Supreme People’s court, Ms. Li Guirong is not a dishonest executee, and there is no case in which she is filed for investigation by the judicial organ for suspected crime or by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion. Meet the requirements of company law, Shenzhen Stock Exchange Stock Listing Rules and other relevant laws, regulations and regulations.
5. Feng Yulu, male, born in 1963, MBA of Guanghua School of management, Peking University. From September 2009 to may 2017, he also served as the Secretary General of China water conservancy enterprise association, and from June 2017 to August 2018, he also served as the vice president, secretary general and legal representative of China water conservancy enterprise association. From September 2018 to now, he has served as Kingland Technology Co.Ltd(000711) vice president (also general manager of Jinglan Muhe).
Feng Yulu has no relationship with the listed company, has no relationship with shareholders holding more than 5% of the company, actual controllers, other directors, supervisors and senior managers of the company, and does not hold shares of the listed company. It has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, and there is no situation that it is not allowed to nominate senior managers. According to the inquiry on the catalogue of dishonest Executees on the website of the Supreme People’s court, Ms. Li Guirong is not a dishonest executee, and there is no case in which she is filed for investigation by the judicial organ for suspected crime or by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion. Meet the requirements of company law, Shenzhen Stock Exchange Stock Listing Rules and other relevant laws, regulations and regulations.
6. Li Guirong, female, born in 1972, EMBA of Peking University. From January 2011 to November 2016, served as the general manager of Xuzhou Xiongan Kerong Environment Technology Co.Ltd(300152) Resources Co., Ltd; From June 2017 to now, he has served as Kingland Technology Co.Ltd(000711) vice president (also general manager of Liaohe Engineering Bureau and general manager of Jinglan environment).
Ms. Li Guirong has no relationship with the listed company, has no relationship with shareholders holding more than 5% of the company, actual controllers, other directors, supervisors and senior managers of the company, and does not hold shares of the listed company. It has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, and there is no situation that it is not allowed to nominate senior managers. According to the inquiry on the directory of dishonest Executees on the website of the Supreme People’s court, Ms. Li Guirong is not a dishonest executee, and there is no suspect involved
