Announcement on Resolutions of the 25th Meeting of the Second Board of Directors of Henan Xinda New Materials Co., Ltd.
On June 27, 2013, Henan Xinda New Materials Co., Ltd. (hereinafter referred to as the “Companyâ€) issued a notice to the all directors to convene the 25th meeting of the second board of directors by special person delivery and e-mail. On June 30, 2013, the meeting was held in a combination of on-site and communication voting. The meeting was chaired by Mr. Sun Yi, the chairman of the board. 11 directors should vote, and 11 directors actually voted. The meeting was held in compliance with the "Company Law of the People's Republic of China" and the "Regulations of Henan Xinda New Materials Co., Ltd." and other relevant regulations.
After careful deliberation by the participating directors, all the directors reviewed and voted on the following proposals by registered ballot:
1. To consider and approve the Proposal on Appointing Senior Management;
He agreed to hire Mr. Song Hechen as the president of the company, and appointed Mr. Yu Dehai as the chief strategy officer and vice president of the company, and appointed Mr. Chen Wen as the executive vice president of the company, and appointed Mr. Zhi Zhiyong as the company's vice president, and appointed Mr. Fan Jianzeng as the company's vice president. Mr. Xu Yuzhu is the company's chief financial officer, and Mr. Zhang Jianhua is appointed as the company's vice president. Mr. Shen Junlai is appointed as the company's vice president. The term of office will expire until the expiration of the second board of directors (see the attached resume for the above senior executives).
For the independent opinions issued by the independent directors, please refer to the Independent Opinions of the Independent Directors on the Relevant Proposals of the 25th Meeting of the Second Board of Directors of the Company on the same day as disclosed by the China Securities Regulatory Commission on the GEM Information Disclosure Media.
Voting results: 11 votes in favor, 0 votes against, and 0 abstentions.
2. To consider and approve the “Proposal on Providing Guarantee for the Purchase Contract of Liaoning Chaoyang Solar Energy Technology Co., Ltd.â€;
Due to the production and operation needs, Liaoning Chaoyang Solar Energy Technology Co., Ltd., a wholly-owned subsidiary of Liaoning Xinda New Energy Investment Co., Ltd., is planning to purchase solar modules from Guodian Photovoltaic Co., Ltd., with a total payment of RMB 5,345,802. After payment is accepted for half a year after acceptance, the company agrees to provide a general liability guarantee of RMB 5,345,802 for this payment, and the guarantee period is up to the completion of the purchase contract.
For the independent opinions issued by the independent directors, please refer to the Independent Opinions of the Independent Directors on the Relevant Proposals of the 25th Meeting of the Second Board of Directors of the Company on the same day as disclosed by the China Securities Regulatory Commission on the GEM Information Disclosure Media.
Due to the asset-liability ratio of Liaoning Chaoyang Solar Energy Technology Co., Ltd. in 2012 exceeding 70%, according to the company's “External Guarantee Management Systemâ€, the external guarantees need to be submitted to the company's fifth extraordinary shareholders meeting in 2013 for consideration.
Voting results: 11 votes in favor, 0 votes against, and 0 abstentions.
3. To consider and approve the Proposal on Convening the Fifth Extraordinary General Meeting of Shareholders in 2013. It is agreed that the company will hold the fifth extraordinary shareholders meeting in 2013 on the fifth floor of the company on July 17, 2013 (Wednesday) at 9:30 am.
The "Notice on Holding the Fifth Extraordinary General Meeting of 2013" is detailed in the announcement of the company on the same day on the information disclosure media of the GEM designated by the China Securities Regulatory Commission.
Voting results: 11 votes in favor, 0 votes against, and 0 abstentions.
June 30, 2013
Senior management resume
Mr. Song Hechen, Chinese nationality, no right of abode abroad, born in July 1963, bachelor degree, engineer. From 1983 to 1998, he worked in the Mechanical and Electrical Engineering Company of Baige (Group) Co., Ltd., and served as the director of the Technical Reform Office. He participated in many scientific research projects. In June 1998, he joined the company. In 2006, he presided over the research and development of the “Special Cutting Material for Crystal Silicon Cell Cutting and Cuttingâ€. The product was rated as high-tech product by Henan Science and Technology Department; in 2008, it hosted the research and development The utility model has obtained a utility model patent for the micro-powder wet grading equipment. From 2008 to June 2013, he served as chairman of the company and is currently the vice chairman of the company. Mr. Song Hechen holds 82,127,409 shares of the company, and has no relationship with other shareholders, actual controllers, other directors, supervisors and senior executives who hold more than 5% of the company's shares, and has not been punished by the China Securities Regulatory Commission and other relevant departments. The stock exchange disciplinary, there is no such situation as stipulated in Article 3.1.3 of the “Guidelines for the Standard Operation of Listed Companies of the Growth Enterprise Market of Shenzhen Stock Exchangeâ€.
Mr. Yu Dehai, Chinese nationality, no permanent residency abroad, born in October 1962, Ph.D., senior engineer. From 1980 to 1984, he studied at Dalian University of Technology; from 1984 to 1986, he worked in Zhengzhou Abrasives Grinding Research Institute of the Ministry of Machinery Industry; from 1986 to 1989, he studied full-time master's degree at Zhejiang University; from 1989 to 1991 Pigeon Group branch production scheduling, workshop deputy director, deputy factory deputy director; from 1991 to 1993, he served as deputy magistrate of Dengfeng County Government of Henan Province; from 1993 to 1999, he served as Assistant General Manager of Group Pigeon Group and Group Import and Export Company manager, deputy general manager of the group company, director and party committee member; from 1999 to 2002, he studied full-time doctoral degree at Peking University; from 2002 to 2003, he served as director of the new industry research department of the National Economic and Trade Commission Research Center; from 2003 to 2004 Director of the New Industry Research Department of the State-owned Assets Supervision and Administration Commission of the State Council; General Manager of Yanning International Engineering Consulting Co., Ltd. from 2004 to 2006; Executive Director of China Securities Asset Management Co., Ltd. from 2006 to 2008; and Beijing and China from 2008 to 2012 Chairman of the club; from 2012 to June 2013, Pingdingshan Yicheng New Materials Co., Ltd. (now renamed “Pingdingshan Yicheng New Materials Co., Ltd.â€) Director, the incumbent directors. Mr. Yu Dehai does not hold shares of the company. He has no relationship with other shareholders, actual controllers, other directors, supervisors and senior executives who hold more than 5% of the company's shares. He has not been punished by the China Securities Regulatory Commission and other relevant departments. And the stock exchanges disciplinary, there is no such situation as stipulated in Article 3.1.3 of the “Guidelines for the Standard Operation of Listed Companies of the Growth Enterprise Market of Shenzhen Stock Exchangeâ€.
Mr. Chen Wen, Chinese nationality, without permanent residency abroad, was born in December 1970, college degree, intermediate accountant. From 1993 to 2003, he served as sales manager and financial manager of Henan Yichuan Dukang Winery. From 2004 to 2008, he served as financial manager and financial controller of Henan Sinian Food Co., Ltd., and served as financial manager of Henan Xinda New Materials Co., Ltd. from 2008 to 2009. From 2009 to 2012, he served as financial controller and deputy general manager of Luoyang Dukang Holdings Co., Ltd. He joined the company in April 2012 and has served as deputy general manager and chief financial officer, general manager and chief financial officer and general manager of the company. Mr. Chen Wen does not hold shares in the company. He has no relationship with other shareholders, actual controllers, other directors, supervisors and senior executives who hold more than 5% of the company's shares. He has not been punished by the China Securities Regulatory Commission and other relevant departments. The stock exchange disciplinary, there is no such situation as stipulated in Article 3.1.3 of the “Guidelines for the Standard Operation of Listed Companies of the Growth Enterprise Market of Shenzhen Stock Exchangeâ€.
Mr. Zhi Zhiyong, Chinese nationality, no permanent residency abroad, born in January 1968, master's degree. From 1986 to 1988, he worked in the training office of Pingmei Group; from 1988 to 1992, he studied at Beijing Coal Cadre College; from 1992 to 2007, he served as the head of the office of Pingmei Group, the head of the secretariat of the board of directors, and the director of the labor union office; He has served as the vice chairman and party secretary of Pingdingshan Yicheng New Materials Co., Ltd. (now renamed “Pingdingshan Yicheng New Materials Co., Ltd.â€) and is currently the general manager of Pingdingshan Yicheng New Materials Co., Ltd. Mr. Qi Zhiyong holds 616,907 shares of the company and has no relationship with other shareholders, actual controllers, other directors, supervisors and senior executives who hold more than 5% of the company's shares. He has not been punished by the China Securities Regulatory Commission and other relevant departments. And the stock exchanges disciplinary, there is no such situation as stipulated in Section 3.1.3 of the “Guidelines for the Standard Operation of Listed Companies of the Growth Enterprise Market of Shenzhen Stock Exchangeâ€.
Mr. Fan Jianzeng, Chinese nationality, without permanent residency abroad, was born in April 1966, college degree. From 1990 to 1995, he served as Director of Production of Kaifeng Second Refractory General Plant. From 1996 to 2002, he served as Deputy General Manager of Xiangyang Feilong Group. He joined the company in 2003 and served as Director of Marketing from February 2009 to April 2012. . From October 2008 to April 2012, he served as supervisor of the company. Since May 2012, he has served as deputy general manager and executive deputy general manager of the company. Mr. Fan Jianzeng does not hold shares in the company. He has no relationship with other shareholders, actual controllers, other directors, supervisors and senior executives who hold more than 5% of the company's shares. He has not been punished by the China Securities Regulatory Commission and other relevant departments. The Exchange punishes the situation as stipulated in Article 3.1.3 of the “Guidelines for the Standard Operation of Listed Companies of the Growth Enterprise Market of Shenzhen Stock Exchangeâ€.
Mr. Xu Yuzhu, Chinese nationality, no permanent residency abroad, born in June 1963, bachelor degree, senior accountant. From September 1982 to June 1989, he worked in the Finance Section of Tianzhuang Coal Preparation Plant of Pingmei Group; from June 1989 to January 2001, he served as Finance Chief of Tianzhuang Coal Preparation Plant of Pingmei Group; from January 2001 to 2005 7 He served as chief accountant of Tianzhuang Coal Preparation Plant of Pingmei Group; from July 2005 to June 2010, he served as chief accountant of Pingmei Group Transportation and Marketing Company; from June 2010 to April 2012, he was appointed as China Pingmei Shenma Group Logistics Trading Company. Accountant; from April 2012 to May 2013, he served as the chief accountant of China Pingmei Shenma Group Chemical Company; since May 2013, he has served as the deputy director of the audit department of China Pingmei Shenma Group. Mr. Xu Yuzhu does not hold shares in the company. He has no relationship with other shareholders, actual controllers, other directors, supervisors and senior executives who hold more than 5% of the company's shares. He has not been punished by the China Securities Regulatory Commission and other relevant departments. The Exchange punishes the situation as stipulated in Article 3.1.3 of the “Guidelines for the Standard Operation of Listed Companies of the Growth Enterprise Market of Shenzhen Stock Exchangeâ€.
Mr. Zhang Jianhua, born in January 1968, Chinese nationality, no permanent residency abroad, bachelor degree, senior economist. From August 1989 to December 2006, he worked in Baige (Group) Co., Ltd., and served as Director of Planning, Assistant General Manager, Secretary of the Board of Directors. From January 2007 to October 2009, he worked as a secretary to the board of directors of Zhongyuan Environmental Protection Co., Ltd. He joined the company in November 2009 and has served as the director of personnel administration and assistant to the chairman of the board. Since September 2011, he has served as deputy general manager and secretary of the board of directors of the company. Mr. Zhang Jianhua does not hold shares of the company. He has no relationship with other shareholders, actual controllers, other directors, supervisors and senior executives who hold more than 5% of the company's shares. He has not been punished by the China Securities Regulatory Commission and other relevant departments. The Exchange punishes the situation as stipulated in Article 3.1.3 of the “Guidelines for the Standard Operation of Listed Companies of the Growth Enterprise Market of Shenzhen Stock Exchangeâ€.
Mr. Shen Junlai, Chinese nationality, no permanent residency abroad, born in August 1968, bachelor degree, assistant engineer. From 1988 to 1997, he served as the workshop director of Baili Petrochemical Group Co., Ltd.; from 1997 to 1998, he served as deputy director of Zhongyuan Petrochemical Co., Ltd.; from 1999 to 2000, he served as deputy general manager of Pengcheng Decoration Co., Ltd.; from 2000 to 2008, he served as high temperature resistant to Fuyang Director of Materials Co., Ltd.; joined the company in June 2008, successively served as production manager, production director, general manager of Xinjiang New Road Materials Photovoltaic Materials Co., Ltd. (a wholly-owned subsidiary of Xinda New Materials), assistant to the chairman, and deputy general manager . Mr. Shen Junlai does not hold shares of the company. He has no relationship with other shareholders, actual controllers, other directors, supervisors and senior executives who hold more than 5% of the company's shares. He has not been punished by the China Securities Regulatory Commission and other relevant departments. And the stock exchanges disciplinary, there is no such situation as stipulated in Section 3.1.3 of the “Guidelines for the Standard Operation of Listed Companies of the Growth Enterprise Market of Shenzhen Stock Exchangeâ€.
New Daxin: Announcement of the 25th Meeting of the Second Board of Directors
Abstract Stock code: 300080 Securities abbreviation: Xinda New Materials Announcement No.: 2013-063 Henan Xinda New Materials Co., Ltd. Announcement of the 25th meeting of the second board of directors The company and all board members guarantee the information
Securities code: 300080 Securities abbreviation: New big new material announcement number: 2013-063
The company and all board members guarantee the truthfulness, accuracy and completeness of the information disclosure, and there are no false records, misleading statements or major omissions. Henan Xinda New Materials Co., Ltd. Board of Directors
Annex I: