Securities code: 002588 Securities abbreviation: Stanley Announcement number: 2019-029
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions.
1. Meeting status
Stanley Agriculture Group Co., Ltd. (hereinafter referred to as " Stanley " or the "Company") The 16th meeting of the fourth board of directors was held at 9:00 am on August 2, 2019 in the conference room of the company's office building on Stanley Road, Linshu County, Linyi City, Shandong Province, through an on-site meeting combined with communication voting. The meeting notice and meeting materials were sent to all directors, supervisors and senior managers by email or direct delivery on July 26, 2019. Five directors were supposed to be present at the meeting, but actually five directors were present. Chairman Mr. Gao Wenban, directors Mr. Gao Jinhua and Ms. Jing Peihua attended the meeting and voted on site, and independent directors Mr. Wu Zhijie and Ms. Li Qi voted by communication. Some of the company's supervisors and senior managers attended the meeting, which was chaired by Chairman Mr. Gao Wenban. The notification, convening, convening and voting methods of this meeting comply with the relevant provisions of the Company Law of the People's Republic of China and the Articles of Association.
2. Meeting review status
After deliberation by all directors, the meeting formed the following resolution:
1. The "Proposal on the Election of Non-Independent Directors of the Fifth Board of Directors of the Company" was reviewed and approved. The term of the fourth board of directors of
will expire on August 19, 2019. According to the provisions of the Articles of Association, the board of directors agreed to nominate Mr. Gao Wenban, Mr. Gao Jinhua and Mr. Gu Rongbin as non-independent director candidates for the fifth board of directors, with a term of three years from the date of review and approval by the shareholders' meeting. Please see Appendix 1 for the resumes of the above non-independent director candidates.
The number of candidates for the company's fifth board of directors who are also senior managers of the company and employees' representatives as directors shall not exceed one-half of the total number of directors of the company. The independent directors of
Company expressed independent opinions on the above matters. For details, please refer to the company's "Independent Opinions on Matters Related to the 16th Meeting of the Fourth Board of Directors" published on the cninfo.com (www.cninfo.com.cn) on August 3, 2019. The specific voting results are as follows:
1.01 Mr. Gao Wenban was elected as the non-independent director candidate for the fifth session of the Board of Directors of the company.
Voting results: 5 votes passed, 0 votes opposed, and 0 abstentions.
1.02 Mr. Gao Jinhua was elected as the non-independent director candidate for the fifth session of the Board of Directors of the company.
Voting results: 5 votes passed, 0 votes opposed, and 0 abstentions.
1.03 Mr. Gu Rongbin was elected as the non-independent director candidate for the fifth session of the Board of Directors of the company
Voting results: 5 votes passed, 0 votes opposed, and 0 abstentions.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders in 2019 for review and will be voted on item by item using a cumulative voting system.
2. The "Proposal on the Election of Independent Directors of the Company's Fifth Board of Directors" was reviewed and approved. The term of the fourth board of directors of
will expire on August 19, 2019. According to the provisions of the Articles of Association, the board of directors agreed to nominate Mr. Li Wenfeng and Mr. Wu Zhijie as independent director candidates for the fifth board of directors, with a term of three years from the date of approval by the shareholders' meeting. Please see Appendix 1 for the resumes of the above independent director candidates. The independent directors of
Company expressed independent opinions on the above matters. For details, please refer to the company's "Independent Opinions on Matters Related to the 16th Meeting of the Fourth Board of Directors" published on the cninfo.com (www.cninfo.com.cn) on August 3, 2019.
The qualifications of the above-mentioned independent director candidates will be submitted to the company's shareholders' meeting for review after being reviewed by the Shenzhen Stock Exchange and without objection. The specific voting results are as follows:
2.01 Mr. Li Wenfeng was elected as the independent director candidate for the fifth session of the Board of Directors of the company.
Voting results: 5 votes in favor, 0 votes against, and 0 abstentions.
2.02 Mr. Wu Zhijie was elected as the candidate for independent director of the fifth session of the Board of Directors of the company.
3. The "Proposal on Allowances for Independent Directors of the Fifth Session of the Board of Directors" was reviewed and approved.
In accordance with the provisions of relevant laws and regulations, and taking into account the actual situation of the company, the allowance standard for independent directors of the fifth session of the board of directors of the company has been set at RMB 80,000 per person per year (before tax). The company's independent directors expressed independent opinions on the above matters. For details, please refer to the company's "Independent Opinions on Matters Related to the 16th Meeting of the Fourth Board of Directors" published on the cninfo.com (www.cninfo.com.cn) on August 3, 2019.
voting results: 5 votes in favor, 0 votes against, and 0 abstentions.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders in 2019 for review.
4. The "Proposal on Amending the Articles of Association" was reviewed and approved. Based on business needs,
company plans to add pesticide sales business to its business scope and revise the corresponding provisions of the "Articles of Association". Changes in business scope must be approved by relevant national departments, and the final business scope shall be subject to the approval results. Please see Appendix 2 for details of the above amendments to the charter.
5. The "Proposal on Convening the First Extraordinary General Meeting of Shareholders in 2019" was reviewed and approved.
company plans to hold the first extraordinary shareholders meeting of 2019 on August 20, 2019 in the conference room of the company's office building. For details, please refer to the "Notice on Convening the First Extraordinary General Meeting of Shareholders in 2019" published by the company on cninfo.com (www.cninfo.com.cn) on August 3, 2019.
voting results: 5 votes in favor, 0 votes against, and 0 abstentions.
3. Documents available for reference:
1. The resolution of the 16th meeting of the fourth board of directors signed by the participating directors;
2. The independent opinions of independent directors on matters related to the 16th meeting of the fourth board of directors.
hereby announces.
Stanley Agricultural Group Co., Ltd. Board of Directors
August 2, 2019
Attachment 1:
Stanley Agricultural Group Co., Ltd.
Resumes of Director Candidates for the Fifth Board of Directors
1. Resumes of Non-Independent Director Candidates
Mr. Gao Wenban, Chinese nationality, no permanent residence abroad, born in May 1948, Han nationality, member of the Communist Party of China, economist. Mr. Gao Wenban has successively served as the manager of Linshu Town Supply and Marketing Company, the director of Linshu County Huafeng Fertilizer Factory, the chairman and general manager of Linshu County Huafeng Fertilizer Co., Ltd., the chairman and general manager of Linyi Huafeng Fertilizer Co., Ltd., the chairman of Huafeng Fertilizer Co., Ltd., etc. He is currently the chairman of the fourth board of directors of Stanley Agricultural Group Co., Ltd., the executive director of Shandong Huafeng Fertilizer Co., Ltd., and the director of Linyi Stanley Real Estate Development Co., Ltd.
As of now, Mr. Gao Wenban holds 264,518,800 shares of the company, accounting for 22.86% of the company’s total shares. Mr. Gao Wenban, together with Mr. Gao Jinhua, Mr. Gao Wen’an, Mr. Gao Wenliang, Ms. Gao Ying, Ms. Gu Longfen and Mr. Gao Wendu are jointly the controlling shareholders and actual controllers of the company. They have no relationship with other directors, supervisors and senior managers. Mr. Gao Wenban, as a non-independent director candidate for the fifth session of the Board of Directors, does not fall under Article 140 of the Company Law. In one of the six situations stipulated in Article 6, if there is no situation where the China Securities Regulatory Commission has taken measures to prohibit entry into the securities market, there is no situation where the stock exchange has publicly determined that it is unsuitable to serve as a director, supervisor or senior manager of a listed company, there has been no administrative punishment by the China Securities Regulatory Commission in the past three years, there has been no public condemnation or more than three notices of criticism by the stock exchange in the past three years, there is no case of being investigated by judicial authorities for suspected crimes or being investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, and it is not a person subject to enforcement for breach of trust.
Mr. Gao Jinhua, Chinese nationality, no permanent residence abroad, born in June 1977, Han nationality, master's degree.Mr. Gao Jinhua has successively served as assistant to the general manager of Linyi Huafeng Fertilizer Co., Ltd., general manager of Huafeng Fertilizer Co., Ltd., etc., and currently serves as director and general manager of the fourth board of directors of HT Agriculture Group Co., Ltd., chairman and manager of Linyi Yali Fertilizer Co., Ltd., chairman of Linsu County HT Small Loan Co., Ltd., and Shandong HT Compound Fertilizer Engineering Technology Research Center. Co., Ltd. executive director and manager, manager of Shandong Huafeng Fertilizer Co., Ltd., director of Earthworm Soil Testing Laboratory (Shandong) Co., Ltd., chairman of Linyi Stanley Real Estate Development Co., Ltd., director of Shandong Stanley Jingcheng Real Estate Development Co., Ltd., executive director of Ningling Huafeng Real Estate Development Co., Ltd., executive director of Linyi Huafeng Investment Co., Ltd., director of Yichang Huaxi Mining Co., Ltd.
As of now, Mr. Gao Jinhua holds 174,435,840 shares of the company, accounting for 15.08% of the company’s total shares. Mr. Gao Jinhua, together with Mr. Gao Wenban, Mr. Gao Wen’an, Mr. Gao Wenliang, Ms. Gao Ying, Ms. Gu Longfen and Mr. Gao Wendu are jointly the controlling shareholders and actual controllers of the company, and have no relationship with other directors, supervisors and senior managers. As a non-independent director candidate for the fifth session of the Board of Directors, Mr. Gao Jinhua does not fall within Article 140 of the Company Law. In one of the six situations stipulated in Article 6, if there is no situation where the China Securities Regulatory Commission has taken measures to prohibit entry into the securities market, there is no situation where the stock exchange has publicly determined that it is unsuitable to serve as a director, supervisor or senior manager of a listed company, there has been no administrative punishment by the China Securities Regulatory Commission in the past three years, there has been no public condemnation or more than three notices of criticism by the stock exchange in the past three years, there is no case of being investigated by judicial authorities for suspected crimes or being investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, and it is not a person subject to enforcement for breach of trust.
Mr. Gu Rongbin, Chinese nationality, no permanent residence abroad, born in June 1963, college degree. Mr. Gu Rongbin joined the company in November 1999 and has successively served as the company's sales branch salesperson, regional manager, regional manager, and company sales director. He is currently the deputy general manager of Stanley Agriculture Group Co., Ltd.
As of now, Mr. Gu Rongbin holds 318,000 shares of the company, accounting for 0.03% of the company's total shares. Mr. Gu Rongbin has no relationship with the company's controlling shareholders, actual controllers, and shareholders holding more than 5% of the company's shares, and has no relationship with other directors, supervisors and senior managers. Mr. Gu Rongbin, as a candidate for non-independent director of the fifth board of directors, does not have one of the circumstances stipulated in Article 146 of the "Company Law" , has not been banned from the securities market by the China Securities Regulatory Commission, has not been publicly determined by the stock exchange to be unfit to serve as a director, supervisor or senior manager of a listed company, has not been administratively punished by the China Securities Regulatory Commission in the past three years, has not been publicly condemned or criticized by more than three notices by the stock exchange in the past three years, has not been investigated by judicial authorities for suspected crimes or investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, and is not a person subject to execution for breach of trust.
2. Resume of Independent Director Candidate
Mr. Li Wenfeng, born in 1973, Chinese nationality, bachelor’s degree and master’s degree, certified public accountant. Mr. Li Wenfeng started working in 1995 and served successively as deputy section chief of Jinan Branch of Bank of China, director of the Listing Division of Shandong Supervision Bureau of China Securities Regulatory Commission, deputy director of Jinan Financial Office, party committee secretary and chairman of Shandong Financial Assets Trading Center Co., Ltd. He was awarded the title of " Taishan Industry Leading Talent", the 2015 "Influence Jinan" Economic Figure of the Year, and the first "Qilu Financial Outstanding Figure" in 2017. He is currently a partner of Hongtai Fund, chairman of Hongtai Shandong Headquarters, independent director of Holita Technology Co., Ltd., independent director of Weihai Guangtai Airport Equipment Co., Ltd., and independent director of Shandong Diwei Software Co., Ltd.
As of now, Mr. Li Wenfeng does not hold any shares in the company. Mr. Li Wenfeng and his immediate family members do not hold positions in the company's controlling shareholder, actual controller and its affiliated companies. Mr. Li Wenfeng has no affiliated relationship with the company's controlling shareholder, actual controller, or shareholders holding more than 5% of the company's shares. He has no affiliated relationship with the company's directors, supervisors and senior managers. There is no one of the circumstances stipulated in Article 146 of the "Company Law". Those who have been banned from the securities market by the China Securities Regulatory Commission, have not been publicly determined by the stock exchange to be unfit to serve as directors, supervisors and senior managers of listed companies, have not been subject to administrative punishment by the China Securities Regulatory Commission in the past three years, have not been publicly condemned or criticized by more than three notices by the stock exchange in the past three years, have not been investigated by judicial authorities for suspected crimes or investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, and are not deemed to be persons subject to enforcement for breach of trust. Mr. Li Wenfeng has obtained the independent director qualification certificate recognized by the China Securities Regulatory Commission.
Mr. Wu Zhijie, Chinese nationality, no permanent residence abroad, born in June 1962, Han nationality, member of the Communist Party of China, doctoral supervisor. He is currently the deputy director of the Academic Committee of Shenyang Institute of Applied Ecology, Chinese Academy of Sciences, and the deputy director of the National Fertilizer and Soil Conditioner Standardization Committee.
As of now, Mr. Wu Zhijie does not hold the company’s shares. Mr. Wu Zhijie and his immediate family members do not hold positions in the company’s controlling shareholders, actual controllers and their affiliated companies. Mr. Wu Zhijie has no affiliated relationships with the company’s controlling shareholders, actual controllers and shareholders holding more than 5% of the company’s shares. He has no affiliated relationships with other directors, supervisors and senior managers. There is no one of the circumstances stipulated in Article 146 of the Company Law. There is no Those who have been banned from the securities market by the China Securities Regulatory Commission, have not been publicly determined by the stock exchange to be unfit to serve as directors, supervisors and senior managers of listed companies, have not been subject to administrative punishment by the China Securities Regulatory Commission in the past three years, have not been publicly condemned or criticized by more than three notices by the stock exchange in the past three years, have not been investigated by judicial authorities for suspected crimes or investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, and are not deemed to be persons subject to enforcement for breach of trust. Mr. Wu Zhijie has obtained the independent director qualification certificate recognized by the China Securities Regulatory Commission.
Attachment 2:
Stanley Agricultural Group Co., Ltd.
Articles of Association Revision Comparison Table
■
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-