Securities code: 002480 securities abbreviation: Chengdu Xinzhu Road&Bridge Machinery Co.Ltd(002480) Announcement No.: 2022-008 Chengdu Xinzhu Road&Bridge Machinery Co.Ltd(002480)
Announcement on resignation of directors and by election 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、 Explanation on resignation of directors
The board of directors of Chengdu Xinzhu Road&Bridge Machinery Co.Ltd(002480) (hereinafter referred to as “the company”) received a written resignation report submitted by Mr. Zhu Yixia, a non independent director of the company, on January 25, 2022. Due to job adjustment, Mr. Zhu Yixia applied to resign from the position of non independent director of the seventh board of directors of the company and no longer held any position of the company after his resignation.
The resignation of Mr. Zhu Yixia will not cause the number of board members of the company to be lower than the minimum quorum. In accordance with the relevant provisions of the articles of association and the stock listing rules of Shenzhen Stock Exchange (revised in 2022), his resignation report shall take effect from the date when it is delivered to the board of directors.
The board of directors of the company expressed heartfelt thanks to Mr. Zhu Yixia for his contribution to the company during his tenure as a non independent director of the company.
2、 Explanation on by election of directors
After being nominated by shareholders Guangzhou Guangri Stock Co.Ltd(600894) holding more than 3% of the company’s shares and reviewed by the nomination committee of the board of directors, the company held the 18th meeting of the seventh board of directors on January 26, 2022, deliberated and approved the proposal on resignation of directors and by election of directors, and agreed to by elect Mr. Yan Rongtian as a candidate for non independent directors of the seventh board of directors of the company (see Annex for resume), And submitted to the general meeting of shareholders for deliberation. The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the seventh board of directors.
Mr. Yan Rongtian’s qualifications comply with the relevant provisions of the Shenzhen Stock Exchange Stock Listing Rules (revised in 2022) and the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board. He has issued the letter of commitment on agreeing to be a non independent director.
After the completion of the by election of non independent directors, the total number of directors who concurrently serve as senior managers of the company and staff representatives in the board of directors does not exceed half of the total number of directors of the company.
3、 Opinions of independent directors
The independent opinions expressed by the independent directors are as follows:
(I) the nomination procedure of candidates for non independent directors in this by election complies with relevant laws and regulations and the articles of association. This nomination has been approved by the nominees themselves. (II) after reviewing the resumes of the candidates, we believe that the qualifications of the candidates for non independent directors meet the requirements of serving as directors of listed companies and are competent for the duties of the positions they are employed. (III) agree to submit the list of candidates for non independent directors to the first extraordinary general meeting of shareholders in 2022.
4、 Documents for future reference
(I) resolutions of the 18th meeting of the seventh board of directors;
(II) director Nomination Letter issued by Guangzhou Guangri Stock Co.Ltd(600894) ;
(III) letter of commitment on agreeing to be a non independent director issued by the candidate of non independent director;
(IV) independent opinions expressed by independent directors. It is hereby announced.
Chengdu Xinzhu Road&Bridge Machinery Co.Ltd(002480)
Board of directors
January 26, 2022
enclosure:
Resume of Mr. Yan Rongtian
Chinese nationality, without overseas permanent residency, born in 1964, master’s degree, senior engineer. He once served as Guangzhou Guangri Stock Co.Ltd(600894) director of enterprise development department, chairman and general manager of Chengdu Guangri Technology Co., Ltd., chairman and general manager of Guangri technology development (Kunshan) Co., Ltd. now he is assistant to the general manager of Guangzhou Guangri Stock Co.Ltd(600894) and deputy general manager of Guangzhou enhuate Environmental Technology Co., Ltd.
Mr. Yan Rongtian does not directly or indirectly hold the shares of the company, has no relationship with shareholders holding more than 5% of the shares of the company, actual controllers and other directors, supervisors and senior managers of the company, and does not have the situation that he shall not be nominated as a director as stipulated in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision No. 1 – standardized operation of listed companies on the main board, It does not belong to the “dishonest executee”, has not been punished by the CSRC and its relevant departments and punished by the stock exchange, and has not been filed for investigation by the judicial organ for suspected crime or filed for inspection by the CSRC for suspected violation of laws and regulations, and has not reached a clear conclusion. It meets the qualification of directors.
