The Board of Directors and all directors of the Company guarantee that the content of this announcement does not contain any false records, misleading statements or major omissions, and bear legal responsibility for the authenticity, accuracy and completeness of its content in accordance with law.
Guangzhou Sanfu New Material Technology Co., LTD. (hereinafter referred to as the "Company") held the seventh meeting of the fourth session of the Board of Directors on December 20, 2023 to consider and pass the "Motion on amending the Articles of Association", the "Motion on Adding Mr. Zhu Ping as the Director of the Company", the "Motion on appointing Mr. Wen Long as the General Manager of the Company" and the "Motion on appointing Mr. Zhu Ping" The motion of the Deputy General Manager of the Company, the resignation of the Company's directors and senior managers, the addition of directors and the appointment of senior managers are announced as follows:
- Resignation of directors and senior managers
The Board of Directors of the Company has recently received written resignation reports from the following directors and senior management:
Due to personal reasons, Mr. Zhan Yiteng applied to resign as a non-independent director of the fourth Board of Directors of the company. After his resignation, he still serves as the core technical staff of the company; Mr. Zhang Chun applied for resignation as general manager of the company due to personal reasons. After his resignation, he still served as a non-independent director of the fourth board of Directors of the Company; For personal reasons, Ms. Qu Chenghong applied to resign as deputy general manager of the company. After her resignation, she still served as a non-independent director of the fourth Board of Directors of the company and a member of the audit Committee.
In accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Articles of Association of Guangzhou Sanfu New Material Technology Co., LTD. (hereinafter referred to as the "Articles of Association") and other relevant provisions, the resignation reports of the above-mentioned directors and senior management shall become effective on the date of delivery to the Board of Directors.
Second, the addition of directors and appointment of senior management personnel
In order to improve the corporate governance structure and ensure the standardized operation of the company, the company held the seventh meeting of the fourth Board of Directors on December 20, 2023, after the nomination of Mr. Shangguan Wenlong, Chairman of the company, and the review of the nomination Committee of the Board of Directors. The Motion on Adding Mr. Zhu Ping as a Director of the Company, the Motion on appointing Mr. Wen Long as the General Manager of the Company and the Motion on appointing Mr. Zhu Ping as the Deputy General Manager of the Company were deliberated and passed.
The Board of Directors agrees to nominate Mr. Zhu Ping as the non-independent director candidate for the fourth term of the Board of Directors of the Company (resume attached). The term of office is from the date of approval by the Company's general meeting of shareholders to the date of expiration of the term of office of the fourth Board of Directors. The matter has yet to be submitted to the general meeting of shareholders for consideration.
The board of directors agrees to appoint Mr. Wenlong Shangguan as the general manager of the company (resume attached) and Mr. Zhu Ping as the deputy general manager of the company for a term from the date of deliberation and approval by the Board of Directors of the Company to the date of expiration of the fourth term of the Board of Directors.
The independent directors of the Company have expressed their unequivocally agreed independent opinions on the above matters of addition of directors and appointment of senior management.
- Changes of other senior management personnel
The seventh meeting of the fourth session of the Board of Directors of the Company held on December 20, 2023 reviewed and passed the Motion on the amendment of the Articles of Association. According to the amended Articles of Association, the chief engineer is no longer a senior management officer of the Company. As of the effective date of the revised Articles of Association, Mr. Tian Zhibin, the Chief engineer of the Company, no longer serves as a senior management officer of the Company and remains in the position of Chief Engineer of the Company.
As of the disclosure date of this announcement, Mr. Zhan Yiteng directly holds 1,574,004 shares of the Company; As part of the company's 2021 restricted stock incentive plan, Mr. Zhang Chun has been granted 280,000 restricted stock shares that have not yet vested; Ms. Qu Chenghong directly holds 15,000,000 shares of the company; Mr. Tian Zhibin directly holds 762,500 shares of the company. After the resignation and change of the above directors and senior management personnel, they will continue to abide by the relevant laws and regulations such as the Provisions on the Reduction of Shares Held by Shareholders and Directors of Listed Companies, the Implementing Rules for the Reduction of Shares Held by Shareholders and Directors, Supervisors and Senior Management of Listed Companies of Shanghai Stock Exchange, and the relevant commitments made by the Company at the time of its initial public offering of Shares.
Mr. Zhan Yiteng, Mr. Zhang Chun, Ms. Qu Chenghong and Mr. Tian Zhibin have scrupulously fulfilled their duties and played a positive role in promoting the standardized operation and sustainable development of the Company while serving as directors or senior managers of the Company. The Company would like to express its sincere thanks to the above directors and senior managers for their contributions to the development of the Company during their tenure.
