Securities code: 002593 securities abbreviation: Xiamen Sunrise Wheel Group Co.Ltd(002593) Announcement No.: 2022-001 Xiamen Sunrise Wheel Group Co.Ltd(002593)
Announcement on the resolution of the 24th Meeting of the 4th 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.
1、 Meetings of the board of directors
The notice of the 24th Meeting of the Fourth Board of directors of Xiamen Sunrise Wheel Group Co.Ltd(002593) (hereinafter referred to as “the company”) was sent to all directors by e-mail on January 20, 2022. The meeting was held in conference room 3 of the company, No. 30, Xinglin Xingbei Road, Jimei District, Xiamen City on January 26, 2022 in a combination of on-site and communication. There are 7 directors who should attend the meeting and 7 actually attended. This meeting is presided over by Mr. Wu Ziwen, chairman of the board. Supervisors and senior managers of the company also attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law, the articles of association and other relevant provisions.
2、 Deliberations of the board meeting
At this meeting, the following proposals were considered and passed by show of hands or voting, and resolutions were formed:
(I) the proposal on the election of non independent directors of the 5th board of directors of the company was deliberated and adopted item by item with 7 affirmative votes, 0 negative votes and 0 abstention
The term of office of the Fourth Board of directors of the company is about to expire. According to the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association, after deliberation and approval by the nomination committee of the board of directors and consultation with major shareholders, the board of directors of the company nominated Mr. Wu Ziwen, Mr. Wu Zhiliang, Mr. Wu Weiyuan Mr. Huang Xuecheng is a non independent director candidate of the 5th board of directors of the company. The qualifications of the above non independent director candidates meet the provisions of laws and regulations. The specific deliberations are as follows:
(1) Agree to nominate Mr. Wu Ziwen as a non independent director of the 5th board of directors
Voting results: 7 in favor, 0 against and 0 abstention.
(2) Agree to nominate Mr. Wu Zhiliang as a non independent director of the 5th board of directors
Voting results: 7 in favor, 0 against and 0 abstention.
(3) Agree to nominate Mr. Wu Weiyuan as a non independent director of the 5th board of directors
Voting results: 7 in favor, 0 against and 0 abstention.
(4) Agree to nominate Mr. Huang Xuecheng as a non independent director of the 5th board of directors
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company unanimously agree to this proposal.
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.
The board of directors of the company agrees to submit the above non independent director candidates to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation, and vote one by one in the order of candidates and in the form of cumulative voting. The term of office of the directors of the Fifth Board of directors is three years, calculated from the date of adoption of the first extraordinary general meeting of shareholders in 2022.
See details published on cninfo.com.cn on January 27, 2022 Announcement on the general election of the board of directors.
(II) the proposal on the election of independent directors of the 5th board of directors of the company was deliberated and adopted item by item with 7 affirmative votes, 0 negative votes and 0 abstention votes
The term of office of the Fourth Board of directors of the company is about to expire. According to the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association, after deliberation and approval by the nomination committee of the board of directors and consultation with major shareholders, the board of directors of the company agreed to nominate Ms. Huang Hui, Mr. Chen Shoude Mr. Liao Shanhai is an independent director candidate of the 5th board of directors of the company. The specific deliberations are as follows:
(1) Agree to nominate Ms. Huang Hui as an independent director of the 5th board of directors
Voting results: 7 in favor, 0 against and 0 abstention.
(2) Agree to nominate Mr. Chen Shoude as an independent director of the 5th board of directors
Voting results: 7 in favor, 0 against and 0 abstention.
(3) Agree to nominate Mr. Liao Shanhai as an independent director of the 5th board of directors
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company unanimously agree to this proposal.
The board of directors of the company agrees that the qualification of the above independent director candidates shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation after being reviewed and approved by Shenzhen Stock Exchange, and vote item by item in the order of candidates and in the form of cumulative voting. The term of office of the directors of the Fifth Board of directors is three years, calculated from the date of adoption of the first extraordinary general meeting of shareholders in 2022. See details published on cninfo.com.cn on January 27, 2022 Announcement on the general election of the board of directors.
The statement of independent director candidates and the statement of independent director nominees are published on http://www.cn.info.com.cn.
(III) the proposal on director’s allowance standard of the 5th board of directors of the company was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention
According to the requirements of the regulatory authorities on improving the corporate governance structure, combined with the actual operation of the company and comprehensively considering the allowances of directors of other listed companies in the same industry and region, it is agreed that the allowance standard for non independent directors of the Fifth Board of directors of the company is RMB 50000 / year (before tax), and the payment method is paid on a monthly basis; The allowance standard for independent directors of the 5th board of directors is RMB 100000 / year (before tax), and the payment method is paid every half a year.
The independent directors of the company unanimously agree to this proposal.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(IV) the proposal on the subsidiary’s proposed investment in the new heavy steel structure production project was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention
In order to improve the company’s steel structure production capacity and enhance the company’s competitiveness, after careful investigation and discussion, the management of the company plans to invest in a new heavy steel structure production project with an annual output of 100000 tons in Shunqing District of Nanchong by its subsidiary Xiamen xinchangcheng Steel Structure Engineering Co., Ltd., with a tentative investment amount of 500 million yuan. In order to control the project risk, the method of overall planning and step-by-step construction is adopted. The project will be implemented by the newly established wholly-owned subsidiary of Xiamen xinchangcheng Steel Structure Engineering Co., Ltd. in Nanchong, and the funds will come from its own funds, bank loans or other financing methods.
The company hereby requests the general meeting of shareholders to authorize the chairman of the company to handle matters related to the investment project, including but not limited to: (1) negotiate and sign the project investment agreement with Shunqing district government according to the project content; (2) Handle the industrial and commercial registration of the newly established company and the land bidding, auction and listing of the project; (3) Other work related to the project.
All directors unanimously agree to this proposal.
The independent directors of the company unanimously agree to this proposal.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(V) the proposal on convening the first extraordinary general meeting of shareholders of the company in 2022 was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention
The company will hold the first extraordinary general meeting of shareholders in 2022 at 15:00 p.m. on Thursday, February 17, 2022 in conference room 3, No. 30, Xinglin Xingbei Road, Jimei District, Xiamen.
The details of the notice on convening the company’s first extraordinary general meeting in 2022 were published on cninfo.com.cn on January 27, 2022.
3、 Documents for future reference
1. Resolution of the 24th Meeting of the 4th board of directors 2. Independent opinions of independent directors on matters related to the 24th Meeting of the 4th board of directors
Xiamen Sunrise Wheel Group Co.Ltd(002593) board of directors
January 27, 2022
