Securities code: 000651 securities abbreviation: Gree Electric Appliances Inc.Of Zhuhai(000651) Announcement No.: 2022-001 Gree Electric Appliances Inc.Of Zhuhai(000651)
Announcement of resolutions of the 31st meeting of the 11th 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.
Gree Electric Appliances Inc.Of Zhuhai(000651) (hereinafter referred to as "the company", "the company" or " Gree Electric Appliances Inc.Of Zhuhai(000651) ") sent a notice on convening the 31st meeting of the 11th board of directors by e-mail on January 21, 2022, and the meeting was held by means of communication voting on January 24, 2022. The meeting was presided over by the chairman, Ms. Dong Mingzhu. There were 7 directors who should attend the meeting, 7 directors who actually attended the meeting, and the company's supervisors and the Secretary of the board of directors attended the meeting as nonvoting delegates. The convening and convening of the meeting shall comply with the provisions of the company law of the people's Republic of China (hereinafter referred to as the "company law") and the Gree Electric Appliances Inc.Of Zhuhai(000651) articles of Association (hereinafter referred to as the "articles of association"). After deliberation at the meeting, the following resolutions are formed:
1、 The shareholder return plan for the next three years (2022-2024) was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention
In order to establish a scientific, sustainable and stable shareholder return mechanism and effectively protect the legitimate rights and interests of minority shareholders, the company, in accordance with the provisions of the notice on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and other relevant documents of the CSRC, Formulate the shareholder return plan for the next three years (2022-2024) in combination with the actual situation of the company.
The independent directors of the company expressed their independent opinions on the proposal. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The specific contents of the proposal are detailed in the shareholder return plan for the next three years (2022-2024) disclosed by the company on cninfo.com and the company's designated information disclosure media on the same day.
2、 The proposal on the cancellation of the remaining shares after the first phase of repurchase of purchased shares for employee stock ownership plan was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention
On April 10, 2020, the 10th meeting of the 11th board of directors of the company deliberated and approved the proposal on repurchase of some public shares (hereinafter referred to as "phase I repurchase"). As of February 24, 2021, the implementation of phase I repurchase of the company has been completed, and the number of shares repurchased is 108365753. On November 16, 2021, the 29th meeting of the 11th board of directors of the company deliberated and approved the proposal on canceling the remaining shares after the subscription of the first phase of the employee stock ownership plan, and proposed to cancel the 46365753 shares bought back in the first phase. On December 16, 2021, the company disclosed the announcement on the completion of non trading transfer of shares in the first phase of employee stock ownership plan, and the final number of shares subscribed by employees was 46334473. Since the company has no specific plan to use the remaining shares repurchased in the first phase for ESOP or equity incentive in the short term, combined with the actual situation of the company, the company plans to use the remaining shares repurchased in the first phase for the purpose of 15665527 shares after the ESOP and write them off.
The board of directors requests the general meeting of shareholders of the company to authorize the management of the company to handle matters related to share cancellation. The authorization is valid from the date of adoption of the general meeting of shareholders to the date of completion of share cancellation.
The independent directors of the company expressed their independent opinions on the proposal. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The specific contents of the proposal are detailed in the announcement on the cancellation of the remaining shares after the first phase of repurchase of purchased shares for ESOP (Announcement No.: 2022-003), which was disclosed on cninfo.com and the designated information disclosure media of the company on the same day.
3、 The proposal on the general election of the board of directors and the nomination of non independent directors was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention
In view of the expiration of the term of office of the 11th board of directors of the company, in accordance with the company law and other relevant laws and regulations and the relevant provisions of the articles of association, the 11th board of directors of the company nominated Ms. Dong Mingzhu, Mr. Zhang Wei, Mr. Deng Xiaobo, Mr. Zhang Jundu and Mr. Guo shuzhan as candidates for non independent directors of the 12th board of directors of the company. The resumes of the above non independent director candidates are attached.
After the review of the nomination committee of the board of directors, the above candidates are qualified, and the board of Directors proposes to submit this proposal to the general meeting of shareholders for deliberation.
The independent directors of the company expressed their independent opinions on the proposal.
4、 The proposal on the general election of the board of directors and the nomination of independent directors was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention
In view of the expiration of the term of office of the 11th board of directors of the company, in accordance with the company law and other relevant laws and regulations and the relevant provisions of the articles of association, the 11th board of directors of the company nominated Ms. Liu Shuwei, Mr. Wang Xiaohua, Mr. Xing Ziwen and Mr. Zhang Qiusheng as independent director candidates for the 12th board of directors of the company. The resumes of the above non independent director candidates are attached.
After the review of the nomination committee of the board of directors, the above-mentioned candidates are qualified, and the board of Directors proposes to submit this proposal to the general meeting of shareholders for deliberation.
The above-mentioned candidates for independent directors have obtained the qualification certificate of independent directors recognized by Shenzhen Stock Exchange, and their qualifications and independence need to be filed and reviewed by Shenzhen Stock Exchange. No objection can be made before the general meeting of shareholders. The independent directors of the company expressed their independent opinions on the proposal.
Among the directors proposed to be employed by the 12th board of directors of the company, the number of directors who concurrently serve as senior managers of the company (the company has no employee representative directors) will not exceed half of the total number of directors of the company.
5、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention
The company plans to hold the first extraordinary general meeting of shareholders in 2022 on February 28, 2022 to consider the following proposals. The equity registration date is February 23, 2022.
(I) shareholder return plan for the next three years (2022-2024);
(II) proposal on the general election of the board of directors and the nomination of non independent directors;
(III) proposal on the general election of the board of directors and the nomination of independent directors;
(IV) proposal on the general election of the board of supervisors and the nomination of non employee representative supervisors;
(V) proposal on the cancellation of the remaining shares after the first phase of repurchase of purchased shares is used for the employee stock ownership plan;
(VI) proposal on the cancellation of the remaining shares after the subscription of phase I ESOP;
(VII) proposal on Canceling Part of the shares repurchased in the third phase and the remaining shares are still used for the employee stock ownership plan. The specific contents of the proposal are detailed in the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-004) disclosed on cninfo.com and the designated information disclosure media of the company on the same day.
It is hereby announced.
Gree Electric Appliances Inc.Of Zhuhai(000651) board of directors January 25, 2002
Attachment: resume of candidates
Resume of non independent director candidates
Ms. Dong Mingzhu, with a master's degree, is now the chairman and President of Gree Electric Appliances Inc.Of Zhuhai(000651) .
He has successively served as Gree Electric Appliances Inc.Of Zhuhai(000651) salesman, deputy director of business department, director of business department, deputy general manager, vice chairman and president.
He was re elected to the 10th, 11th, 12th and 13th National People's Congress, served as a member of the 10th, 11th and 12th executive committees of the all China Women's Federation, a member of the 13th five year plan expert committee of the national development and Reform Commission, a member of the Advisory Committee of the all China Federation of industry and commerce The United Nations "publicity ambassador for sustainable urban development" and the first rotating chairman of the "Commission on sustainable development" of the United Nations Development Programme.
Individual and leading projects have won the "national labor model", "National May 1st Labor Medal", "national March 8th red flag pacesetter", China Patent Gold Award, the third China Quality Award, Liu Yuanzhang quality and technology contribution award, Fudan University enterprise management outstanding contribution award, Tsinghua University top ten management innovation leaders · practitioners "China outstanding quality person (National Quality Award individual award)" and other honors and titles, and was selected as "CCTV China economic person of the year" by CCTV for 3 times, and was selected into the "ranking list of the world's most influential business women" by Fortune magazine for 14 times. In 2020, relying on science and technology to fight the epidemic, he was jointly awarded the honorary title of "national advanced individual in fighting covid-19 pneumonia" by the central United Front Work Department, the Ministry of industry and information technology, the State Administration of market supervision and the all China Federation of industry and commerce.
Ms. Dong Mingzhu holds 44488492 shares of the company; It has no relationship with the company, other directors, supervisors and senior managers of the company, and is the person acting in concert of Zhuhai Mingjun investment partnership (limited partnership), a shareholder holding more than 5% of the company's shares; Has not been punished by the CSRC or other departments; Has not been publicly condemned or criticized by the stock exchange; There are no circumstances in which the company law, the articles of association and relevant laws, administrative regulations, departmental rules and normative documents stipulate that they are not allowed to serve as directors of the company; After inquiry, Ms. Dong Mingzhu is not the person who has broken her promise.
Mr. Zhang Wei, with a bachelor's degree, is a senior economist. He is now the Secretary and director of the Gree Electric Appliances Inc.Of Zhuhai(000651) Party committee.
He joined Gree Electric Appliances Inc.Of Zhuhai(000651) in 1999 and successively served as the person in charge and President Assistant of Gree Electric Appliances Inc.Of Zhuhai(000651) pipeline branch, material supply department, outsourcing quality management department and enterprise management department. He served as vice president of Gree Group from 2013 to 2020 and Secretary of Gree Electric Appliances Inc.Of Zhuhai(000651) Party Committee since September 2020.
Mr. Zhang Wei does not hold shares of the company; There is no relationship with the company, shareholders holding more than 5%, other directors, supervisors and senior managers of the company; Has not been punished by the CSRC or other departments; Has not been publicly condemned or criticized by the stock exchange; There are no circumstances in which the company law, the articles of association and relevant laws, administrative regulations, departmental rules and normative documents stipulate that they are not allowed to serve as directors of the company; After inquiry, Mr. Zhang Wei is not the person to be executed for breaking his promise.
Mr. Deng Xiaobo, with a bachelor's degree, is now Gree Electric Appliances Inc.Of Zhuhai(000651) vice president and Secretary of the board of directors. From July 2015 to November 2020, he served as the chairman of Shaanxi Coal Industry Company Limited(601225) Chemical Group Finance Co., Ltd. Join Gree Electric Appliances Inc.Of Zhuhai(000651) in November 2020. From December 2020 to now, he has served as vice president and Secretary of the board of directors of the company.
Mr. Deng Xiaobo does not hold shares of the company; There is no relationship with the company, shareholders holding more than 5%, other directors, supervisors and senior managers of the company; Has not been punished by the CSRC or other departments; Has not been publicly condemned or criticized by the stock exchange; There are no circumstances in which the company law, the articles of association and relevant laws, administrative regulations, departmental rules and normative documents stipulate that they are not allowed to serve as directors of the company; Upon inquiry, Mr. Deng Xiaobo is not the person executed for breaking his promise.
Mr. Zhang Jundu, with a college degree, is now a director of Gree Electric Appliances Inc.Of Zhuhai(000651) .
Since September 1999, he has served as the chairman of Zhejiang Tongcheng Gree Electric Appliances Inc.Of Zhuhai(000651) Co., Ltd. Since August 2012, he has also served as the general manager of Zhejiang Shengshi Xinxing Gree Trading Co., Ltd. He has been a director of the company since May 2012.
Mr. Zhang Jundu does not hold the company's shares and has no relationship with the company, shareholders holding more than 5%, other directors, supervisors and senior managers of the company; Has not been punished by the CSRC or other departments; Has not been publicly condemned or criticized by the stock exchange; There are no circumstances in which the company law, the articles of association and relevant laws, administrative regulations, departmental rules and normative documents stipulate that they are not allowed to serve as directors of the company; After inquiry, Mr. Zhang Jundu is not the person executed for breaking his promise.
Mr. Guo shuzhan, with a college degree, is now a director of Gree Electric Appliances Inc.Of Zhuhai(000651) .
Since August 2006, he has served as the chairman and general manager of Jinghai Internet Technology Development Co., Ltd; General manager of Henan Shengshi Xinxing Gree Trading Co., Ltd. since August 2012; From May 2012 to January 2019, he served as the supervisor of the company and has been a director of the company since January 2019.
Mr. Guo shuzhan, who does not hold the company's shares, serves as the chairman and general manager of Jinghai Internet Technology Development Co., Ltd. and is an associated natural person of Jinghai Internet Technology Development Co., Ltd., a shareholder holding more than 5%; No relationship with the company, other directors, supervisors and senior managers of the company; Has not been punished by the CSRC or other departments; Has not been publicly condemned or criticized by the stock exchange; There are no circumstances in which the company law, the articles of association and relevant laws, administrative regulations, departmental rules and normative documents stipulate that they are not allowed to serve as directors of the company; Upon inquiry, Mr. Guo shuzhan is not the person executed for breaking his promise.
Resume of independent director candidates
Ms. Liu Shuwei, with a master's degree, is now an independent director of Gree Electric Appliances Inc.Of Zhuhai(000651) . Ms. Liu Shuwei graduated from Peking University in 1986 with a master's degree in economics. Ms. Liu is a well-known scholar in finance under the guidance of famous Chinese economists Professor Chen Daisun and Professor Li Yining. In 2002, he was rated as "economic person of the year" and "moving China - person of the year 2002" of CCTV. Now he is an independent director of China Vanke Co.Ltd(000002) , Costar Group Co.Ltd(002189) , an independent director of Shenzhen Rouyu Technology Co., Ltd., and a director and researcher of China Enterprise Research Center of Central University of Finance and economics. He has been an independent director of the company since January 2019.
Ms. Liu Shuwei does not hold shares of the company; There is no relationship with the company, shareholders holding more than 5%, other directors, supervisors and senior managers of the company; Has not been punished by the CSRC or other departments; Has not been publicly condemned or criticized by the stock exchange; There are no circumstances in which the company law, the articles of association and relevant laws, administrative regulations, departmental rules and normative documents stipulate that they are not allowed to serve as directors of the company; Upon inquiry, Ms. Liu Shuwei is not the person executed for breaking her promise.
Mr. Xing Ziwen, with a doctoral degree, is now an independent director of Gree Electric Appliances Inc.Of Zhuhai(000651) . incumbent
