Securities code: 002593 securities abbreviation: Xiamen Sunrise Wheel Group Co.Ltd(002593) Announcement No.: 2022-003 Xiamen Sunrise Wheel Group Co.Ltd(002593)
Announcement on the general election of the 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.
Xiamen Sunrise Wheel Group Co.Ltd(002593) (hereinafter referred to as “the company”) upon the expiration of the term of office of the Fourth Board of directors, in accordance with the company law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies on Shenzhen Stock Exchange and other relevant laws and regulations and the articles of association, the board of directors of the company shall conduct a general election before the expiration of the term of office. On January 26, 2022, the company held the 24th Meeting of the 4th board of directors, deliberated and adopted the proposal on electing non independent directors of the 5th board of directors and the proposal on electing independent directors of the 5th board of directors.
The 5th board of directors of the company consists of 7 directors, including 4 non independent directors and 3 independent directors. Upon the review of the nomination committee of the board of directors, the board of directors of the company nominated Mr. Wu Ziwen, Mr. Wu Zhiliang, Mr. Wu Weiyuan and Mr. Huang Xuecheng as candidates for non independent directors of the Fifth Board of directors (see Annex for resume of candidates for non independent directors); Ms. Huang Hui, Mr. Chen Shoude and Mr. Liao Shanhai are nominated as candidates for independent directors of the Fifth Board of directors (see the annex for the resume of independent director candidates).
Independent director candidates Mr. Chen Shoude and Mr. Liao Shanhai have obtained the independent director qualification certificate. Ms. Huang Hui promises to participate in the latest independent director training and obtain the independent director qualification certificate. Among them, Ms. Huang Hui is an accounting professional. The qualification and independence of the candidates for the fifth session of independent directors shall be filed with Shenzhen Stock Exchange and submitted to the general meeting of shareholders for deliberation only after there is no objection.
The fourth session of independent directors expressed their independent opinions on the election of non independent director candidates and independent director candidates of the fifth session of the board of directors.
In accordance with the relevant provisions of the company law and the articles of association, the above proposal for the election of director candidates of the Fifth Board of directors of the company shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation, and the cumulative voting system shall be adopted for voting. The term of office of the directors of the Fifth Board of directors of the company is three years, calculated from the date of deliberation and approval by the general meeting of shareholders of the company. In the list of candidates for the 5th board of directors of the company, the total number of directors concurrently serving as senior managers and employees’ representatives shall not exceed half of the total number of directors of the company.
In order to ensure the normal operation of the board of directors of the company, before the new board of directors takes office, the directors of the Fourth Board of directors of the company will continue to faithfully and diligently perform their duties and responsibilities in accordance with the provisions of laws, administrative regulations, normative documents and the articles of Association.
It is hereby announced.
Xiamen Sunrise Wheel Group Co.Ltd(002593) board of directors
January 27, 2022
Annex I
Xiamen Sunrise Wheel Group Co.Ltd(002593)
Resume of candidates for non independent directors of the 5th board of directors
Mr. Wu Ziwen, born in 1965, Chinese nationality, without permanent residency abroad, with a college degree. Since the establishment of the company in 1995, he has served as the legal representative. He is currently the chairman and general manager of the company, the director and general manager of nishang metal, the executive director of Sichuan nishang, the director of nishang Hong Kong, the chairman of Xiamen xinchangcheng, the supervisor of Duofu import and export, the executive director and manager of nishang express, the executive director and manager of nishang investment and the executive director and manager of nishang forging. As the controlling shareholder of the company, Mr. Wu Ziwen has directly held 287783400 shares of the company as of the date of this announcement, accounting for 35.61% of the total share capital of the company. He has a brotherly relationship with Mr. Wu Zhiliang, the director of the company, a father-child relationship with Mr. Wu Weiyuan, the director of the company, a husband and wife relationship with Ms. Wu Lizhu, the actual controller of the company, and no relationship with other directors, supervisors, senior managers, actual controllers and shareholders holding more than 5% of the shares of the company; Not punished by the CSRC and other relevant departments or the stock exchange; There is no case that the case is filed for investigation by the judicial organ for suspected crime, or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, or there is no clear conclusion; There is no case of being a dishonest executee, which meets the employment conditions stipulated in the company law and other relevant laws and regulations.
Mr. Wu Zhiliang, born in 1973, Chinese nationality, without permanent residency abroad, with a bachelor’s degree. He joined the company in July 1996 and once served as the manager and deputy general manager of Xiamen xinchangcheng business department. At present, he is the director and deputy general manager of the company, general manager of Xiamen xinchangcheng, chairman of RISHANG metal, director of RISHANG steel ring, general manager of Vietnam xinchangcheng, supervisor of Sichuan RISHANG, executive director and manager of Duofu import and export, executive director and general manager of Zhangzhou heavy industry. As of the date of this announcement, Mr. Wu Zhiliang has directly held 21375000 shares of the company, accounting for 2.65% of the total share capital of the company. He has a brotherly relationship with Mr. Wu Ziwen, the actual controller and director of the company, and has no relationship with other directors, supervisors, senior managers, actual controllers and shareholders holding more than 5% of the company’s shares; Not punished by the CSRC and other relevant departments or the stock exchange; There is no case that the case is filed for investigation by the judicial organ for suspected crime, or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, or there is no clear conclusion; There is no case of being a dishonest executee, which meets the employment conditions stipulated in the company law and other relevant laws and regulations.
Mr. Wu Weiyuan, born in October 1987, Chinese nationality, without permanent residency abroad, with a master’s degree. He joined the company in June 2009 and successively served as the assistant to the general manager of the company and the manager of the overseas marketing department of the steel ring. He is now the director (Manager) of the international marketing department of Xiamen xinchangcheng Steel Structure Engineering Co., Ltd. Mr. Wu Weiyuan does not directly or indirectly hold the shares of the company. He is the second son of Wu Ziwen and Wu Lizhu, the shareholders and actual controllers who hold 5% or more of the shares of the company. Have not been punished by the CSRC and other relevant departments or the stock exchange, and have not been placed on file for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, or have not reached a clear conclusion; There is no case of being a dishonest executee, which meets the employment conditions stipulated in the company law and other relevant laws and regulations.
Mr. Huang Xuecheng, born in 1963, Chinese nationality, without permanent residency abroad, bachelor degree and senior engineer. Since 1998, he has enjoyed the special allowance of the State Council. He used to be the director of the industry development department of the Ministry of machinery industry and the vice president of Hefei forging machine tool factory.
He joined the company as deputy general manager in July 2006. He is currently the director and deputy general manager of the company, the director of RISHANG steel circle and the supervisor of Xiamen xinchangcheng. As of the date of this announcement, Mr. Huang Xuecheng has directly held 648500 shares of the company, accounting for 0.08% of the total share capital of the company. There is no affiliated relationship with the company’s directors, supervisors, senior managers, actual controllers and shareholders holding more than 5% of the company’s shares; Not punished by the CSRC and other relevant departments or the stock exchange; There is no case that the case is filed for investigation by the judicial organ for suspected crime, or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, or there is no clear conclusion; There is no case of being a dishonest executee, which meets the employment conditions stipulated in the company law and other relevant laws and regulations.
Annex II
Xiamen Sunrise Wheel Group Co.Ltd(002593)
Resume of independent director candidates of the 5th board of directors
Ms. Huang Hui, born in 1967, Chinese nationality, without permanent residency abroad, has a college degree. He obtained the qualification of certified tax agent in April 2000 and certified public accountant in July 2000. He once worked in the second team of the second Geological Exploration Bureau of the Ministry of metallurgy, Xiamen tape Co., Ltd. and Xiamen Branch of Fujian Mindu certified public accountants. He has joined Xiamen Xindi certified public accountants Co., Ltd. since July 2005 and now serves as the deputy chief tax agent. Ms. Huang Hui did not hold shares of the listed company as of the date of this announcement; There is no affiliated relationship with the company’s directors, supervisors, senior managers, actual controllers and shareholders holding more than 5% of the company’s shares; Not punished by the CSRC and other relevant departments or the stock exchange; There is no case that the case is filed for investigation by the judicial organ for suspected crime, or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, or there is no clear conclusion; There is no case of being a dishonest executee, there is no case of not being a director of the company as stipulated in the company law and the articles of association, and Ms. Huang Hui has not obtained the qualification certificate of independent director recognized by the CSRC. Ms. Huang Hui promises to participate in the latest training of independent directors and obtain the qualification certificate of independent director.
Mr. Chen Shoude, born in May 1976, Chinese nationality, without permanent residency abroad, has a doctoral degree and a doctor of management (Accounting). Participated in the training of independent directors in April 2011 and obtained the qualification certificate of independent directors. Since September 2003, he has been an associate professor in the Department of accounting, School of management, Xiamen University. Served as Joeone Co.Ltd(601566) independent director since May 2016; From January 2019 to now, he has served as Ruida Futures Co.Ltd(002961) independent director; Served as Xiamen Hexing Packaging Printing Co.Ltd(002228) independent director since February 2019; Served as an independent director of Xiamen C&D Inc(600153) since May 2019. Mr. Chen Shoude did not hold shares of the listed company as of the date of this announcement; There is no affiliated relationship with the company’s directors, supervisors, senior managers, actual controllers and shareholders holding more than 5% of the company’s shares; Not punished by the CSRC and other relevant departments or the stock exchange; There is no case that the case is filed for investigation by the judicial organ for suspected crime, or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, or there is no clear conclusion; There is no case of being a dishonest executee, no case of not being a director of the company as stipulated in the company law and the articles of association, and has obtained the qualification certificate of independent director recognized by the CSRC.
Mr. Liao Shanhai, born in October 1972, Chinese nationality, without permanent residency abroad, has a master’s degree. Obtained the qualification certificate of independent director in October 2016. He once worked in China north industry Xiamen company and Fujian Xiamen Yuanda alliance law firm. At present, he is the senior partner of Fujian United reliance law firm. At the same time, he is also the Tutor (Part-time) of master’s degree in the school of law of Xiamen University and the part-time arbitrator of Xiamen labor dispute arbitration commission. He has been an independent director of Xiamen Yanjan New Material Co.Ltd(300658) since July 2021. Mr. Liao Shanhai did not hold shares of the listed company as of the date of this announcement; There is no affiliated relationship with the company’s directors, supervisors, senior managers, actual controllers and shareholders holding more than 5% of the company’s shares; Not punished by the CSRC and other relevant departments or the stock exchange; There is no case that the case is filed for investigation by the judicial organ for suspected crime, or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, or there is no clear conclusion; There is no case of being a dishonest executee, no case of not being a director of the company as stipulated in the company law and the articles of association, and has obtained the qualification certificate of independent director recognized by the CSRC.
