The 17th meeting of the 8th Board of Directors of Hunan Jiangnan Hongjian Co., Ltd. (hereinafter referred to as "the Company") was circulated to all directors via fax and mail on October 11, 2013. The meeting was subsequently held on October 24, 2013, through a communication voting process. A total of six board members were present and participated in the voting, including Qi Zhenwei, Liao Ping, Yang Qingnian, Xiang Xianhu, Huang Haibo, and Yuan Chunxiao. The meeting was conducted in accordance with the relevant provisions of the Company Law and the company's Articles of Association.
Following the implementation of a major asset restructuring, during which the Company issued shares to acquire 100% equity in Zhongnan Diamond Co., Ltd. (formerly a limited liability company that has since reorganized and is now known as "Zhongnan Diamond Co., Ltd."), significant changes occurred in both the company’s controlling shareholder and its core business operations. As a result, all current directors resigned from their positions. In response, the Board of Directors proposed additional candidates for election by the General Meeting of Shareholders.
The meeting approved the nomination of six non-independent director candidates for the eighth Board of Directors: Zhang Zhenhua, Li Yushun, Niu Jianwei, Lu Canhua, Shen Xingliang, and Wen Zhenxiang. It also approved the nomination of three independent director candidates: Li Zhihong, Li Xiaolong, and Zheng Jinqiao.
**Resume of Non-Independent Director Candidates**
Zhang Zhenhua, male, born in November 1963, holds a master’s degree and is a researcher-level senior engineer. He previously served as the director of State-owned No. 5104 Factory and currently serves as the director and general manager of Yuxi Industrial Group Co., Ltd., as well as the chairman of Zhongnan Diamond Co., Ltd. Mr. Zhang has a relationship with the company’s controlling shareholder and actual controller. He does not currently hold any shares in the company and has no history of penalties from the China Securities Regulatory Commission or disciplinary actions from the stock exchange. He meets all legal requirements for board service.
Li Yushun, male, born in November 1963, holds a bachelor’s degree and is a researcher-level senior engineer. He previously served as the director of the press branch of State-owned No. 5123 Factory and as deputy general manager of Zhongnan Diamond Co., Ltd. Currently, he serves as a director and chief executive officer of Zhongnan Diamond Co., Ltd. Mr. Li has no relationship with the company’s controlling shareholder or actual controller. He does not own any shares in the company and has no record of regulatory violations or disciplinary actions. He fulfills all legal qualifications for serving on the board.
Niu Jianwei, male, born in November 1962, holds a master’s degree and is a researcher-level senior engineer. He previously served as chairman of the Supervisory Board of China South Diamond Co., Ltd., and currently holds the position of director and deputy general manager at Zhongnan Diamond Co., Ltd. Mr. Niu has no connection with the company’s controlling shareholder or actual controller. He does not hold any shares in the company and has no history of regulatory penalties or disciplinary actions. He meets all legal requirements for board membership.
Lu Canhua, male, born in October 1964, holds a bachelor’s degree and is a researcher-level senior engineer. He previously served as deputy director of the diamond branch of State-owned No. 5123 Factory and as deputy general manager of Zhongnan Diamond Co., Ltd. He currently serves as a director of Zhongnan Diamond Co., Ltd., as well as executive director of Zhongnan Jiete Superhard Materials Co., Ltd. and Shenzhen Zhongnan Diamond Co., Ltd. Mr. Lu has no relationship with the company’s controlling shareholder or actual controller. He does not hold any shares in the company and has no history of regulatory violations or disciplinary actions. He fulfills all legal requirements for board service.
Shen Xingliang, male, born in April 1968, holds a bachelor’s degree and is a senior accountant. He previously served as finance director, supply manager, and deputy chief accountant at Hubei Xinhuaguang Information Materials Co., Ltd. He currently serves as a director and chief accountant at Zhongnan Diamond Co., Ltd. Mr. Shen has no connection with the company’s controlling shareholder or actual controller. He does not hold any shares in the company and has no history of regulatory penalties or disciplinary actions. He meets all legal requirements for serving on the board.
Wen Zhenxiang, male, born in October 1964, holds a bachelor’s degree and is a senior engineer and accountant. He previously served as deputy chief economist at State-owned No. 5103 Factory, director of the enterprise management and reform department, assistant general manager of Henan North Hongyang Industry Co., Ltd., and asset management director of the board. He also served as secretary of the board of directors, general counsel, and member of the disciplinary committee at Henan West Industrial Group Co., Ltd. He currently serves as secretary of the board of directors, general counsel, and commission of discipline inspection at Yuxi Industrial Group Co., Ltd., and concurrently serves as director of several affiliated companies. Mr. Wen has a relationship with the company’s controlling shareholder and actual controller. He does not currently hold any shares in the company and has no history of regulatory penalties or disciplinary actions. He meets all legal requirements for board service.
**Resume of Independent Director Candidates**
Li Zhihong, male, born in April 1955, holds a bachelor’s degree and is a professor-level senior engineer. He previously served as deputy secretary-general of the Superhard Materials Association and currently serves as secretary-general of the Superhard Materials Branch of the China Machine Tool Industry Association, as well as deputy chief engineer of the Zhengzhou Abrasives Grinding Research Institute. Mr. Li has no relationship with the company’s controlling shareholder or actual controller. He does not hold any shares in the company and has no history of regulatory penalties or disciplinary actions. He meets all legal qualifications for serving as an independent director.
Li Xiaolong, male, born in October 1969, holds a Ph.D. and is an associate professor. He previously worked at the Party Schools of Wuyuan County and Heilongjiang Province, and currently serves as deputy dean of the School of Law at Tianjin University of Finance and Economics. He also serves as an independent director for several companies, including Beijing Jiaqu Technology Co., Ltd., Zhejiang Yueling Co., Ltd., and Shandong Xinmei Machinery Equipment Co., Ltd. Mr. Li has no connection with the company’s controlling shareholder or actual controller. He does not hold any shares in the company and has no history of regulatory violations or disciplinary actions. He fulfills all legal requirements for independent director status.
Zheng Jinqiao, male, born in March 1964, holds a master’s degree and is a senior accountant. He previously served as a partner at Yuehua Certified Public Accountants and chairman of Jiafucheng International Capital Co., Ltd. He currently serves as an independent director at Zhongyuan Yingshi Fund Management Co., Ltd. Mr. Zheng has no relationship with the company’s controlling shareholder or actual controller. He does not hold any shares in the company and has no history of regulatory penalties or disciplinary actions. He meets all legal requirements for serving as an independent director.
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