Announcement of Guangdong Xianglu Tungsten Industry Co., Ltd. on the General Election of the Board of Supervisors

Announcement of Guangdong Xianglu Tungsten Industry Co., Ltd. on the General Election of the Board of Supervisors

Log in to Sina Finance APP to search [Xinpi] to view more evaluation grades

Stock code: 002842 Stock abbreviation: Xianglu Tungsten Announcement No.: 2024-041

Guangdong Xianglu Tungsten Industry Co., Ltd

Announcement on the General Election of the Board of Supervisors

The Company and all members of the Board of Supervisors guarantee that the information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.

Whereas the term of office of the fourth Board of Supervisors of Guangdong Xianglu Tungsten Industry Co., Ltd. (hereinafter referred to as "the Company" and "the Company") is nearing the end, in order to successfully complete the election of the Board of Supervisors, the Board of Supervisors of the Company shall, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law") and the Listing Rules of Shenzhen Stock Exchange (revised in 2024) (hereinafter referred to as "Stock Listing Rules"), Shenzhen Stock Exchange's Self regulatory Guidelines for Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies (Revised in 2023) (hereinafter referred to as "Standardized Operation of Main Board Listed Companies"), and the Articles of Association, the Company conducted the general election of the Board of Supervisors in accordance with relevant legal procedures.

On June 11, 2024, the Company held the 20th meeting of the 4th Board of Supervisors, which reviewed and passed the Proposal on Nominating Candidates for Non employee Representative Supervisors of the 5th Board of Supervisors. The specific contents are announced as follows:

According to the Articles of Association, the 5th Board of Supervisors of the Company is composed of three supervisors, including shareholders

There are two supervisors in the form and one employee representative supervisor. The Board of Supervisors of the Company approved to nominate Mr. Cai Tianjie and Ms. Gan Guiqing as candidates for shareholder representative supervisors of the 5th Board of Supervisors of the Company, which were jointly formed with the employee representative supervisors elected by the General Meeting of Shareholders after being approved by the General Meeting of Shareholders. See the appendix for the resumes of the candidates for shareholder representative supervisors of the 5th Board of Supervisors.

The above proposal for electing the shareholder representative supervisor candidates of the 5th Board of Supervisors of the Company needs to be submitted to the shareholders of the Company

The General Meeting deliberates and adopts the cumulative voting system to vote on candidates. The term of office is three years from the date of adoption of the General Meeting of Shareholders

Years.

In order to ensure the normal operation of the Board of Supervisors, before the new (fifth) Board of Supervisors took office

All members of the fourth Board of Supervisors will continue to comply with laws and regulations, normative documents, Articles of Association and other relevant provisions

It is stipulated that the supervisor shall faithfully and diligently perform the duties and responsibilities of the supervisor.

It is hereby announced.

Board of Supervisors of Guangdong Xianglu Tungsten Industry Co., Ltd

June 12, 2024

Resume of candidates for shareholder representative supervisor of the 5th Board of Supervisors

1. Gan Guiqing, female, born in December 1989, Chinese nationality, without permanent residency abroad. He graduated from Hunan Central South University with a bachelor's degree in applied chemistry. In July 2014, he joined Guangdong Xianglu Tungsten Industry Co., Ltd. and participated in the innovation of testing methods and related quality management in the Quality Management Department. He is now the Deputy Manager of the Quality Management Department of the company.

Ms. Gan Guiqing holds 17000 shares of the company (this is the restricted stock that was granted in the company's 2021 restricted stock incentive plan but has not yet been lifted. This part of restricted stock has been approved for repurchase and cancellation by the company's 2023 annual general meeting of shareholders. After the repurchase and cancellation is completed, Gan Guiqing will no longer hold 17000 shares of the company), together with shareholders holding more than 5% of the company's shares The actual controller, other directors, supervisors and senior managers of the Company are not related. He has not been punished by the CSRC and other relevant departments and punished by the stock exchange, is not a "dishonest person to be executed", and does not have the circumstances under which he cannot serve as a supervisor of the company as stipulated in the Company Law, the Shenzhen Stock Exchange's Guidelines for Self discipline Supervision of Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies and the Articles of Association. His qualifications meet relevant laws Relevant provisions of regulations, normative documents and the Articles of Association.

2. Cai Tianjie, male, born in July 1993, Chinese nationality, without permanent residency abroad. Graduated from Metal Materials Engineering of Xiamen Institute of Technology, bachelor's degree, assistant engineer of powder metallurgy, is the technical backbone of the company. He joined Guangdong Xianglu Tungsten Industry Co., Ltd. in July 2016, participated in several technical projects and production process research and development of the company, and now serves as the deputy manager of the second production department of the company.

Mr. Cai Tianjie holds 18100 shares of the company (this is the restricted stock that was granted by the company's 2021 restricted stock incentive plan but has not yet been lifted. This part of restricted stock has been approved to be repurchased and cancelled by the company's 2023 annual general meeting of shareholders. After the repurchase and cancellation is completed, Cai Tianjie will no longer hold this 18100 shares of the company), together with shareholders holding more than 5% of the company's shares The actual controller, other directors, supervisors and senior managers of the Company are not related. He has not been punished by the CSRC and other relevant departments and punished by the stock exchange, is not a "dishonest person to be executed", and does not have the circumstances under which he cannot serve as a supervisor of the company as stipulated in the Company Law, the Shenzhen Stock Exchange's Guidelines for Self discipline Supervision of Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies and the Articles of Association. His qualifications meet relevant laws Relevant provisions of regulations, normative documents and the Articles of Association.

Stock code: 002842 Stock abbreviation: Xianglu Tungsten Industry Announcement No.: 2024-039

Guangdong Xianglu Tungsten Industry Co., Ltd

Notice on Convening the Second Extraordinary General Meeting of Shareholders in 2024

The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.

1、 Basic information of the meeting

1. Session of the general meeting of shareholders: the second extraordinary general meeting of shareholders in 2024

2. Convener: the 4th Board of Directors of Guangdong Xianglu Tungsten Industry Co., Ltd. (hereinafter referred to as "the Company")

On June 11, 2024, the Company held the fifth extraordinary meeting of the fourth board of directors in 2024, and reviewed and passed the Proposal on Submitting the Second Extraordinary General Meeting of Shareholders in 2024.

3. Legality and compliance of the meeting: The meeting of the General Meeting of Shareholders was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents, and the Articles of Association of Guangdong Xianglu Tungsten Industry Co., Ltd.

4. Date and time of the meeting:

Time of on-site meeting: 14:30 p.m., June 27, 2024 (Thursday)

Online voting time: June 27, 2024 (Thursday)

The specific time for voting through the trading system of Shenzhen Stock Exchange is 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on June 27, 2024.

Through the Internet voting system of Shenzhen Stock Exchange( http://wltp.cninfo.com.cn )The specific time for voting is any time between 9:15 a.m. on June 27, 2024 and 15:00 p.m. on June 27, 2024.

5. Convening method of the meeting: the shareholders' meeting adopts the combination of on-site voting and online voting.

The Company will provide online voting platform to all shareholders of the Company through the trading system of Shenzhen Stock Exchange and Internet voting system, and shareholders can exercise their voting rights through the above voting system during online voting time.

Shareholders of the Company shall choose one of on-site voting and online voting. In case of repeated voting with the same voting right, the first voting result shall prevail; In case of repeated voting in online voting, the first voting result shall prevail.

6. Equity registration date: June 20, 2024 (Thursday)

7. Attendees

(1) By the end of the afternoon of June 20, 2024, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited have the right to attend the general meeting of shareholders, and shareholders who cannot attend the on-site meeting of the general meeting of shareholders in person can authorize others to attend on their behalf (the authorized person need not be a shareholder of the company, and the power of attorney is shown in the annex to this notice), Or participate in online voting during online voting time.

(2) Directors, supervisors and senior managers of the Company.

(3) Lawyer employed by the company.

8. The on-site meeting was held at the meeting room of the office building of Guangdong Xianglu Tungsten Industry Co., Ltd., Guantang Town, Xiangqiao District, Chaozhou City, Guangdong Province.

2、 Matters to be considered at the meeting

(1) Matters to be considered

Coding table of the proposal of the General Meeting of Shareholders:

  ■

(2) The above proposal has been reviewed and approved by the fifth interim meeting of the fourth board of directors in 2024 and the twentieth meeting of the fourth board of supervisors. For details, see the company's website www.cninfo. com. cn, China Securities News, Shanghai Securities News, Securities Times and Securities Daily on June 12, 2024 Announcements on the Resolutions of the Fifth Interim Meeting of the Fourth Board of Directors in 2024 of Guangdong Xianglu Tungsten Industry Co., Ltd. (Announcement No. 2024-037), the 20th Meeting of the Fourth Board of Supervisors of Guangdong Xianglu Tungsten Industry Co., Ltd. (Announcement No. 2024-038) and other related announcements disclosed.

(3) Other instructions

Proposals 1.00, 2.00 and 3.00 involve the election of non independent directors, independent directors and supervisors,

The election of non independent directors, independent directors and shareholder representative supervisors at the General Meeting of Shareholders will be voted separately,

The number of non independent directors to be elected is 4, the number of independent directors to be elected is 3, and the number of supervisors to be elected is 2.

The cumulative voting system is adopted for shareholders' voting, and the number of votes held by shareholders is the number of shares with voting rights held by them

Multiply by the number of candidates to be elected, and the shareholders can divide the number of votes they have among the candidates at will based on the number of candidates to be elected

Allocate (zero votes can be cast), but the total number of votes shall not exceed the number of votes they have. Appointment of independent director candidates

The qualification and independence of the position shall be reviewed by Shenzhen Stock Exchange without objection before the shareholders' meeting can vote.

3、 On site meeting registration method

1. Registration time: 9:30-11:30 a.m. and 14:30-17:30 p.m. on June 21, 2024

2. Registration method:

(1) If an individual shareholder attends the meeting in person, he/she shall present his/her own identity card or other valid certificates or certificates that can show his/her identity, and the stock account card; If the proxy agent attends the meeting, he/she shall present his/her valid identity card and the power of attorney of the shareholder (see Annex I).

(2) The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he/she shall present his/her ID card and valid certificate that can prove his/her qualification as a legal representative; If an agent is entrusted to attend the meeting, the agent shall present his/her ID card and the power of attorney of the legal representative of the legal entity shareholder.

(3) The shareholders who intend to attend the meeting must confirm the registration within the specified registration time by direct delivery, e-mail, letter or fax delivery with the above relevant certificates and the completed receipt (see "Annex II"). A copy of the above registration materials shall be provided, the copy of personal materials shall be signed by the individual, and the copy of the registration materials of corporate shareholders shall be stamped with the official seal.

3. Registration place: Securities Department of Guangdong Xianglu Tungsten Industry Co., Ltd., Antou Industrial Zone, Guantang Town, Xiangqiao District, Chaozhou City, Guangdong Province

4. Meeting contact information

(1) Postal code: 515633

(2) Fax: 0768-6303998 Tel: 0768-6972888-8068

(3) Meeting contact: Li Shengyi

(4) Email: stock@xl-tungsten.com

5. Shareholders attending the meeting shall bear their own expenses for board and lodging, transportation, etc.

4、 Specific operation process of participating in online voting

At this shareholders' meeting, shareholders can use the trading system of Shenzhen Stock Exchange and Internet voting system (address: http://wltp.cninfo.com.cn )Please refer to Annex III for the specific operation process of participating in voting and online voting.

5、 Documents for future reference

1. Resolution of the Fifth Interim Meeting of the Fourth Board of Directors in 2024 of Guangdong Xianglu Tungsten Industry Co., Ltd.

It is hereby announced.

Guangdong Xianglu Tungsten Industry Co., Ltd

Board of Directors

June 12, 2024

Annex I:

Power of Attorney

I hereby entrust (Mr./Ms.) to attend the 2024 second extraordinary general meeting of shareholders of Guangdong Xianglu Tungsten Industry Co., Ltd. on behalf of me/our company. The trustee has the right to vote on the matters considered at the general meeting in accordance with the instructions of this power of attorney and sign the relevant documents to be signed at the general meeting. The validity period of this power of attorney is from the date of signing this power of attorney to the end of the shareholders' meeting.

The voting instructions of the trustor to the trustee are as follows:

  ■

Special instructions:

1. For the Proposal on Nominating Candidates for Non independent Directors of the Company's Fifth Board of Directors (i.e. Proposal 1.00), the total number of votes held by shareholders=the total number of voting shares represented by shareholders × 4. According to the principle of cumulative voting system, shareholders can collectively vote their total number of votes to any candidate for non independent directors, It can also be distributed to four candidates for non independent directors according to their wishes, but the total number of votes distributed to four candidates for non independent directors shall not exceed the total number of votes held by the shareholder. If it exceeds the limit, it shall be deemed that the principal has not given instructions for voting on the proposal, and the trustee has the right to decide to vote on the proposal at his own discretion.

2. For the Proposal on Nominating Candidates for Independent Directors of the Company's Fifth Board of Directors (i.e. Proposal 2.00), the total number of votes held by shareholders=the total number of voting shares represented by shareholders × 3. According to the principle of cumulative voting system, shareholders can collectively vote their total number of votes to any independent director candidate, It can also be distributed to three independent director candidates according to their wishes, but the sum of the votes distributed to three independent director candidates shall not exceed the total number of votes held by the shareholder. If it exceeds the limit, it shall be deemed that the principal has not given instructions for voting on the proposal, and the trustee has the right to decide to vote on the proposal at his own discretion.

3. For the Proposal on Nominating Candidates for Non employee Representative Supervisors of the 5th Board of Supervisors of the Company (i.e. Proposal 3.00), the total number of votes held by shareholders=the total number of voting shares represented by shareholders × 2. According to the principle of cumulative voting system, shareholders can collectively vote their total number of votes to any supervisor candidate, It can also be distributed to two supervisor candidates according to their wishes, but the sum of the votes distributed to two supervisor candidates shall not exceed the total number of votes held by the shareholder. If it exceeds the limit, it shall be deemed that the principal has not given instructions for voting on the proposal, and the trustee has the right to decide to vote on the proposal at his own discretion.

4. The power of attorney is valid if it is cut, copied or self-made in the above format. If the client is a legal person or other economic organization, the official seal of the unit must be affixed.

Name of entrusted shareholder:

Nature and quantity of the trustor's shareholding: trustor's account number:

Signature of the trustor (or seal) Signature of the trustee:

Trustee's Resident ID Card No.:

Date of entrustment:

Term of validity: from the date of signing this power of attorney to the end of the shareholders' meeting

Annex II:

Guangdong Xianglu Tungsten Industry Co., Ltd

Registration Form of Shareholders Attending the Second Extraordinary General Meeting of Shareholders in 2024

  ■

note appended:

1. Please fill in the above information in block letters (it must be the same as that on the register of shareholders).

2. The completed and signed registration form of shareholders attending the meeting shall be delivered, mailed or faxed to the company before June 21, 2024, and telephone registration is not acceptable.

3. The newspaper clipping, photocopy of the above registration form of shareholders attending the meeting or self-made in the above format are valid.

Annex III:

Specific operation process of participating in online voting

1、 Procedures for online voting

1. Voting code and voting abbreviation of ordinary shares: voting code: 362842, voting abbreviation: Xianglu Voting.

2. For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.

3. For cumulative voting proposals, fill in the number of votes cast for a candidate. The shareholders of the Company shall vote within the limit of the number of votes they have for each proposal group. If the number of votes cast by the shareholders exceeds the number of votes they have, or if the number of votes cast in the margin election exceeds the number of votes that should be elected, the votes cast by the shareholders on the proposal group shall be deemed invalid. If you do not agree with a candidate, you can vote 0 for the candidate.

Filling List of Votes Voted for Candidates under Cumulative Voting System

  ■

The number of votes held by shareholders of each proposal group is as follows:

① The number of candidates=the number of candidates to be elected shall be equal, and the number of candidates shall be 3.

Number of votes held by shareholders=total number of voting shares represented by shareholders × 3

Shareholders can distribute their votes among the three candidates at will, but the total number of votes shall not exceed the number of votes they have.

② The difference election (number of candidates>number of candidates to be elected) is adopted, and the number of candidates to be elected is 2.

Number of votes held by shareholders=total number of voting shares represented by shareholders × 2

Shareholders can distribute their votes among 2 candidates at will, but the total number of votes shall not exceed the number of votes they have, and the number of votes cast shall not exceed 2

2、 Procedures for voting through the trading system of Shenzhen Stock Exchange

1. Voting time: trading time on June 27, 2024, namely 9:15-9:25, 9:30-11:30 and 13:00-15:00.

2. Shareholders can log in to the trading client of the securities company to vote through the trading system.

3、 Voting procedures through the Internet voting system of Shenzhen Stock Exchange

1. Voting time of Internet voting system: any time from 09:15 to 15:00 on June 27, 2024.

2. When shareholders vote online through the Internet voting system, they need to go through identity authentication in accordance with the provisions of the Shenzhen Stock Exchange Investor Network Service Identity Authentication Business Guidelines (revised in April 2016), and obtain "Shenzhen Stock Exchange Digital Certificate" or "Shenzhen Stock Exchange Investor Service Secret Code". The specific identity authentication process can be logged into the Internet voting system( http://wltp.cninfo.com.cn )Check the rule guidance column.

3. Shareholders can log in according to the service password or digital certificate obtained http://wltp.cninfo.com.cn Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.

Stock code: 002842 Stock abbreviation: Xianglu Tungsten Industry Announcement No.: 2024-037

Guangdong Xianglu Tungsten Industry Co., Ltd

Announcement on the Resolution of the Fifth Interim Meeting of the Fourth Board of Directors in 2024

The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.

1、 Meeting of the Board of Directors

The fifth interim meeting of the fourth board of directors of Guangdong Xianglu Tungsten Industry Co., Ltd. (hereinafter referred to as "the Company") in 2024 (hereinafter referred to as "the Meeting") was held at 10:00 a.m. on June 11, 2024 in the conference room of the Company by means of on-site and communication. The notice of this meeting has been sent by e-mail on June 8, 2024. The meeting was presided over by Mr. Chen Qifeng, the chairman of the board. Seven directors should attend the meeting, and seven directors actually attended. Supervisors and senior managers of the Company attended the meeting as nonvoting delegates. The convening and procedures of this meeting comply with the provisions of the Company Law and the Articles of Association.

2、 Deliberation of Board Meeting

1. Deliberated and passed the Proposal on Nominating Candidates for Non independent Directors of the 5th Board of Directors

In view of the approaching expiration of the term of office of the fourth director of the Company, the Board of Directors agreed to nominate Chen Qifeng, Chen Weidong, Chen Weier and Dai Xiangping as candidates for non independent directors of the fifth Board of Directors after deliberation and approval by the Nomination Committee of the Board of Directors. The term of office of the directors of the Company is three years, which starts from the date of deliberation and approval of the general meeting of shareholders.

For details, please refer to the Announcement of Guangdong Xianglu Tungsten Industry Co., Ltd. on the General Election of the Board of Directors disclosed on China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily and CNINFO (www.cninfo. com. cn).

Voting results: 7 in favor, 0 against and 0 abstention.

This proposal needs to be submitted to the Company's second extraordinary general meeting in 2024 for deliberation.

2. Deliberated and passed the Proposal on Nominating Candidates for Independent Directors of the 5th Board of Directors

In view of the approaching expiration of the term of office of the fourth director of the Company, the Board of Directors agreed to nominate Huang Weikun, Liu Liangxian and Zhang Li as candidates for independent directors of the fifth Board of Directors after deliberation and approval by the Nomination Committee of the Board of Directors. The term of office of the directors of the Company is three years, which starts from the date of deliberation and approval of the general meeting of shareholders.

Mr. Liu Liangxian, the candidate for independent director, has not yet obtained the qualification certificate of independent director, and he promised to participate in the latest independent director training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange. Mr. Huang Weikun and Ms. Zhang Li, candidates for independent directors, have obtained independent director qualification certificates recognized by Shenzhen Stock Exchange.

For details, please refer to the Announcement of Guangdong Xianglu Tungsten Industry Co., Ltd. on the General Election of the Board of Directors disclosed on China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily and CNINFO (www.cninfo. com. cn).

Voting results: 7 in favor, 0 against and 0 abstention.

This proposal needs to be submitted to the Company's second extraordinary general meeting in 2024 for deliberation.

3. Deliberated and passed the Proposal on Submitting the Second Extraordinary General Meeting of Shareholders of the Company in 2024

The Company plans to hold the second extraordinary general meeting of shareholders in 2024 on June 27, 2024 to review the proposals that need to be reviewed by the Board of Directors and the Board of Supervisors.

For details, please refer to the Notice of Guangdong Xianglu Tungsten Industry Co., Ltd. on Convening the Second Extraordinary General Meeting of Shareholders in 2024 disclosed on China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily and www.cninfo. com. cn.

Voting results: 7 in favor, 0 against and 0 abstention.

3、 Documents for future reference

1. Resolutions of the fifth interim meeting of the fourth board of directors in 2024

2. Resolution of the Second Meeting of the Nomination Committee of the Fourth Board of Directors in 2024

It is hereby announced.

Board of Directors of Guangdong Xianglu Tungsten Industry Co., Ltd

June 12, 2024

Stock code: 002842 Stock abbreviation: Xianglu Tungsten Industry Announcement No.: 2024-038

Guangdong Xianglu Tungsten Industry Co., Ltd

Announcement on the Resolutions of the 20th Meeting of the 4th Board of Supervisors

The Company and all members of the Board of Supervisors guarantee that the information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.

1、 Meeting of the Board of Supervisors

The notice of the 20th meeting of the 4th Board of Supervisors of Guangdong Xianglu Tungsten Industry Co., Ltd. (hereinafter referred to as "the Company") was sent to all supervisors by e-mail on June 8, 2024, and the meeting was held in the company's conference room on June 11, 2024 in the form of on-site meeting. Three supervisors should attend the meeting and three actually attended. All supervisors attended the meeting and voted. The meeting was held in accordance with the relevant provisions of the Company Law of the People's Republic of China and the Articles of Association, and the convening and holding procedures of the meeting were legal and effective. The meeting was presided over by Mr. Yao Mingqin, Chairman of the Board of Supervisors. After careful consideration and voting by the supervisors present at the meeting, the following matters were passed:

2、 Deliberation at the meeting of the Board of Supervisors

The meeting considered the following proposals by open ballot:

1. Deliberated and passed the Proposal on Nominating Candidates for Non employee Representative Supervisors of the 5th Board of Supervisors of the Company

In view of the approaching expiration of the term of office of the fourth supervisor of the Company, the Board of Supervisors agreed to nominate Cai Tianjie and Gan Guiqing as candidates for non employee representative supervisors of the fifth Board of Supervisors of the Company. The term of office of the non employee representative supervisor of the 5th Board of Supervisors is three years, starting from the date of deliberation and approval of the General Meeting of Shareholders.

For details, please refer to the Announcement of Guangdong Xianglu Tungsten Industry Co., Ltd. on the General Election of the Board of Supervisors disclosed on China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily and CNINFO (www.cninfo. com. cn) on the same day as this announcement.

Voting results: 3 in favor, 0 against and 0 abstention.

This proposal needs to be submitted to the Company's second extraordinary general meeting in 2024 for deliberation.

3、 Documents for future reference

Resolutions of the 20th Meeting of the 4th Board of Supervisors of the Company.

It is hereby announced.

Board of Supervisors of Guangdong Xianglu Tungsten Industry Co., Ltd

June 12, 2024

Stock code: 002842 Stock abbreviation: Xianglu Tungsten Industry Announcement No.: 2024-040

Guangdong Xianglu Tungsten Industry Co., Ltd

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, and there are no false records, misleading statements or major omissions.

Whereas the term of office of the fourth Board of Directors of Guangdong Xianglu Tungsten Industry Co., Ltd. (hereinafter referred to as "the Company" and "the Company") has expired, according to the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Listing Rules of Shenzhen Stock Exchange (Revised in 2024) (hereinafter referred to as "the Listing Rules of Shares") In accordance with the relevant provisions of the Shenzhen Stock Exchange Guidelines for Self discipline Supervision of Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies (Revised in 2023) (hereinafter referred to as "Standardized Operation of Main Board Listed Companies") and the Articles of Association, the Company conducts the general election of the Board of Directors in accordance with relevant legal procedures.

On June 11, 2024, the Company held the fifth interim meeting of the fourth board of directors in 2024, which reviewed and passed the Proposal on Nominating Candidates for Non independent Directors of the Company's Fifth Board of Directors and the Proposal on Nominating Candidates for Independent Directors of the Company's Fifth Board of Directors. The specific contents are announced as follows:

According to the Articles of Association, the fifth Board of Directors of the Company will be composed of seven directors, of whom not only

There are four directors and three independent directors. After the qualification review by the Nomination Committee of the Board of Directors

Yi nominated Mr. Chen Qifeng, Mr. Chen Weidong, Ms. Chen Weier and Mr. Dai Xiangping as candidates for non independent directors of the 5th Board of Directors of the Company, and nominated Mr. Huang Weikun, Mr. Liu Liangxian and Ms. Zhang Li as candidates for independent directors of the 5th Board of Directors of the Company. The above independent director candidate Mr. Liu Liangxian has not yet obtained the independent director qualification certificate, and he promised to participate in the latest independent director training and obtain the independent director qualification certificate recognized by Shenzhen Stock Exchange. Mr. Huang Weikun and Ms. Zhang Li, candidates for independent directors, have obtained independent director qualification certificates recognized by Shenzhen Stock Exchange. Mr. Huang Weikun is an accounting professional. The resumes of the above non independent director candidates and independent director candidates are detailed in the annex.

The qualification and independence of the above independent director candidates shall be reviewed by Shenzhen Stock Exchange without objection

Then it can be submitted to the General Meeting of Shareholders for deliberation. In accordance with the relevant requirements of the Stock Listing Rules, the company will be independent

Relevant materials of director candidates shall be submitted to Shenzhen Stock Exchange. Declaration and Commitment of Nominators of Independent Directors

Statement and Commitment of Candidates for Legislative Director "See http://www.cninfo.com.cn for details( http://www.cninfo.com.cn )。

This general election will not result in the directors of the board of directors holding the position of senior management of the company

If the total number of directors exceeds one half of the total number of directors of the Company, the Company does not have any employee representative directors. The above election company

The proposal of director candidates of the 5th Board of Directors shall be submitted to the General Meeting of Shareholders for deliberation, and the cumulative voting system shall be adopted

Voting shall be conducted by selecting persons, whose term of office shall be three years from the date of adoption of the General Meeting of Shareholders.

In order to ensure the normal operation of the company, before the new (fifth) board of directors of the company took office

All members of the fourth session of the Board of Directors will continue to perform their duties and obligations in accordance with laws, regulations and the Articles of Association. The Company's contribution to the operation and development of the Company made by the members of the fourth Board of Directors during their term of office

Thank you for your contribution!

It is hereby announced.

Board of Directors of Guangdong Xianglu Tungsten Industry Co., Ltd

June 12, 2024

Resume of candidates for directors of the 5th Board of Directors

(1) Resume of Non independent Director Candidates of the Company's Fifth Board of Directors

1. Chen Qifeng, male, born in December 1960, Chinese, without permanent residency abroad, has a bachelor's degree. Worked in 1980 and entered tungsten products industry in 1982; In 1997, Chaozhou Xianglu Tungsten Industry Co., Ltd. was established; Since 2001, he has served as the chairman of the company; He used to be a member of the CPPCC of Chaozhou City and a member of the Standing Committee of Chaozhou Municipal People's Congress. He is currently the chairman of the presidium of China Tungsten Industry Association, the vice chairman of Guangdong Nonferrous Metals Association, and has been awarded honorary titles such as "philanthropist", "love ambassador", "100 prosperous entrepreneurs" by Chaozhou Municipal Government. He has led the company to win the honors of "large taxpayer", "top 50 tax creating enterprises", "contract abiding and trustworthy enterprises", and "private enterprises in four beams and eight pillars of Chaozhou City" for many consecutive years And other honorary titles; He has successively won provincial and municipal science and technology awards. He is currently the Chairman of the 4th Board of Directors of Guangdong Xianglu Tungsten Industry Co., Ltd.

Mr. Chen Qifeng is the controlling shareholder and actual controller of the company. Up to now, Mr. Chen Qifeng directly holds 51836400 shares of the company, accounting for 18.76% of the total share capital of the company. He holds 65% of the shares of Chaozhou Qilong Trade Co., Ltd., the shareholder of the company. Chaozhou Qilong Trade Co., Ltd. is Mr. Chen Qifeng's person acting in concert, directly holding 44206400 shares of the company, It accounts for 16.00% of the total share capital of the company. Mr. Chen Qifeng is the father of Chen Weidong and Chen Weier, the directors of the company. Except for the above circumstances, Mr. Chen Qifeng is not associated with other shareholders, other directors, supervisors and senior managers who hold more than 5% of the company's shares. On June 17, 2021 and December 11, 2023, Mr. Chen Qifeng received warning letters from the Guangdong Regulatory Bureau of the China Securities Regulatory Commission. He has not been punished by the China Securities Regulatory Commission and other relevant departments. In addition to being criticized by the Shenzhen Stock Exchange on November 18, 2021, he has not received other disciplinary actions. He is not a "dishonest person to be executed" and does not exist the Company Law The circumstances under which a person may not serve as a director of the company as stipulated in the Shenzhen Stock Exchange's Self regulatory Guidelines for Listed Companies No. 1 - Standardized Operation of Mainboard Listed Companies and the Articles of Association, and his qualifications meet the relevant provisions of relevant laws, regulations, normative documents and the Articles of Association.

2. Chen Weidong, male, born in January 1988, Chinese nationality, without permanent residency abroad. In July 2011, he graduated from the Department of Social Sciences of the University of Manchester, UK, majoring in finance and accounting, and in December 2012, he received a master's degree in management from the University of Manchester, UK. He is now a member of the Standing Committee of Guangdong Federation of Industry and Commerce (General Chamber of Commerce) and the Vice President of Chaozhou Federation of Industry and Commerce (General Chamber of Commerce). Since 2012, he has worked in Guangdong Xianglu Tungsten Industry Co., Ltd., serving as a director of the fourth board of directors and general manager of the company.

Mr. Chen Weidong is the son of Mr. Chen Qifeng, the controlling shareholder and actual controller of the company, and the younger brother of Ms. Chen Weier, the director of the company. Up to now, Mr. Chen Weidong directly holds 12562970 shares of the company, accounting for 4.55% of the total share capital of the company. Except for the above circumstances, Mr. Chen Weidong is not associated with other shareholders, other directors, supervisors and senior managers who hold more than 5% of the company's shares; On June 17, 2021 and December 11, 2023, Mr. Chen Weidong received warning letters from the Guangdong Regulatory Bureau of the China Securities Regulatory Commission. He has not been punished by the China Securities Regulatory Commission and other relevant departments. In addition to being criticized by the Shenzhen Stock Exchange on November 18, 2021, he has not received other disciplinary actions. He is not a "dishonest person to be executed" and does not exist the Company Law The circumstances under which a person may not serve as a director of the company as stipulated in the Shenzhen Stock Exchange's Self regulatory Guidelines for Listed Companies No. 1 - Standardized Operation of Mainboard Listed Companies and the Articles of Association, and his qualifications meet the relevant provisions of relevant laws, regulations, normative documents and the Articles of Association.

3. Chen Weier, female, born in January 1985, Chinese nationality, without permanent residency abroad. Bachelor degree in accounting and finance from Bangor University, Wales, UK. He joined the company in July 2010 and is now a director of the fourth board of directors and deputy general manager of the company.

Ms. Chen Weier is the daughter of Mr. Chen Qifeng, the controlling shareholder and actual controller of the company, and the sister of Mr. Chen Weidong, the director. Up to now, Ms. Chen Weier directly holds 13682115 shares of the company, accounting for 4.95% of the total share capital of the company. Except for the above circumstances, Ms. Chen Weier is not associated with other shareholders, other directors, supervisors and senior managers who hold more than 5% of the company's shares; He has not been punished by the CSRC and other relevant departments and punished by the stock exchange, is not a "dishonest person to be executed", and does not have the circumstances under which he cannot serve as a director of the company as stipulated in the Company Law, the Shenzhen Stock Exchange's Guidelines for Self discipline Supervision of Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies and the Articles of Association. His qualifications meet relevant laws Relevant provisions of regulations, normative documents and the Articles of Association.

4. Dai Xiangping, male, born in March 1981, Chinese nationality, without permanent residency abroad. He graduated from Central South University in June 2004, majoring in nonferrous metallurgy, and obtained a bachelor's degree in engineering in July 2004. Since 2004, he has successively served as the assistant engineer, engineer, deputy manager and manager of the powder production department of the company. Now he is the deputy general manager and chief engineer of the company.

Mr. Dai Xiangping holds 210400 shares of the company, accounting for 0.08% of the total share capital of the company at present. He is not associated with shareholders holding more than 5% of the company's shares and their actual controllers, the company's actual controllers, controlling shareholders, and other directors, supervisors, and senior managers, He has not been punished by the CSRC and other relevant departments and punished by the stock exchange, is not a "dishonest person to be executed", and does not have the circumstances under which he cannot serve as a director of the company as stipulated in the Company Law, the Shenzhen Stock Exchange's Guidelines for Self discipline Supervision of Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies and the Articles of Association. His qualifications meet relevant laws Relevant provisions of regulations, normative documents and the Articles of Association.

(2) Resume of Independent Director Candidates of the 5th Board of Directors

1. Zhang Li, female, born in January 1965, Chinese nationality, without permanent residency abroad. Doctoral supervisor and professor of the Powder Metallurgy Research Institute of Central South University, and the discipline leader of the research direction of high-performance cemented carbide materials science and engineering of Central South University. Graduated from Central South University of Mining and Metallurgy (the predecessor of Central South University), majoring in metal materials, and successively obtained master's and doctor's degrees in materials science from Central South University. As a visiting scholar, he studied at Vienna University of Technology. Member of the editorial committee of Cemented Carbide magazine, academic member of the National Key Laboratory of Cemented Carbides, member of the expert committee of the "Non ferrous Tungsten and Cemented Carbide Industry Technology Innovation Strategic Alliance", and member of APMI (American Powder Metallurgy Institute).

Up to now, Ms. Zhang Li has obtained the qualification certificate of independent director recognized by Shenzhen Stock Exchange. Ms. Zhang Li does not hold shares of the company, has no association with shareholders who hold more than 5% of the company's shares and their actual controllers, the company's actual controllers, controlling shareholders, other directors, supervisors, and senior managers, has not been punished by the CSRC and other relevant departments and the stock exchange, is not a "dishonest executor", and does not exist the Company Law The circumstances under which a person may not serve as a director of the company as stipulated in the Shenzhen Stock Exchange's Self regulatory Guidelines for Listed Companies No. 1 - Standardized Operation of Mainboard Listed Companies and the Articles of Association, and his qualifications meet the relevant provisions of relevant laws, regulations, normative documents and the Articles of Association.

2. Huang Weikun, male, born in January 1963, Chinese nationality, without permanent residency abroad, junior college degree, has the qualifications of accountant, certified public accountant and certified tax agent. Engaged in financial accounting since 1986, once served as Deputy Manager of Finance Department of Chaozhou Tourism Real Estate Development Industrial Company, Deputy Manager of Domestic Business Department of Chaozhou Certified Public Accountants, Director, Supervisor, Manager and Deputy Chief Accountant of Chaozhou Shengde Certified Public Accountants Co., Ltd; He is now the Deputy Chief Accountant of Chaozhou Shengde Certified Public Accountants (General Partnership).

Up to now, Mr. Huang Weikun has obtained the independent director qualification certificate recognized by Shenzhen Stock Exchange. Mr. Huang Weikun does not hold shares of the company, has no association with shareholders holding more than 5% of the company's shares and their actual controllers, the company's actual controllers, controlling shareholders, other directors, supervisors, and senior managers, has not been punished by the CSRC and other relevant departments and the stock exchange, is not a "dishonest person to be executed", and does not exist the Company Law The circumstances under which a person may not serve as a director of the company as stipulated in the Shenzhen Stock Exchange's Self regulatory Guidelines for Listed Companies No. 1 - Standardized Operation of Mainboard Listed Companies and the Articles of Association, and his qualifications meet the relevant provisions of relevant laws, regulations, normative documents and the Articles of Association.

3. Liu Liangxian, male, born in March 1962, Chinese nationality, without permanent residency abroad, technical secondary school education, has the qualification of senior engineer. He has been engaged in enterprise management since 1997, and once served as the Deputy Mine Manager of Hukeng Tungsten Mine, the Director of the Beijing Office of Jiangxi Rare Metal Tungsten Industry Holding Group Co., Ltd., the Vice President and Secretary General of China Tungsten Association, the Chief Editor/President of China Tungsten Industry, and the Deputy Director of the Policy Research Office of Jiangxi Tungsten Industry Holding Group Co., Ltd.

Up to now, Mr. Liu Liangxian has not obtained the qualification certificate of independent director recognized by Shenzhen Stock Exchange. He has made a written commitment to participate in the latest independent director training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange. Mr. Liu Liangxian does not hold shares of the company, has no association with shareholders holding more than 5% of the company's shares and their actual controllers, the company's actual controllers, controlling shareholders, other directors, supervisors, and senior managers, has not been punished by the CSRC and other relevant departments and the stock exchange, is not a "dishonest person to be executed", and does not exist the Company Law The circumstances under which a person may not serve as a director of the company as stipulated in the Shenzhen Stock Exchange's Self regulatory Guidelines for Listed Companies No. 1 - Standardized Operation of Mainboard Listed Companies and the Articles of Association, and his qualifications meet the relevant provisions of relevant laws, regulations, normative documents and the Articles of Association.

Massive information, accurate interpretation, all in Sina Finance APP

VIP course recommendation

Loading

APP exclusive live broadcast

one / ten

Popular recommendation

Stow
 Sina Finance Official Account
Sina Finance Official Account

24-hour rolling broadcast of the latest financial information and videos, and more fans' welfare scanning QR code attention (sinafinance)

Live broadcast of stock market

  • Teletext studio
  • Video studio

7X24 hours

  • 06-17 Yongzhen Shares six hundred and three thousand three hundred and eighty-one --
  • 06-17 Edit three hundred and one thousand five hundred and eighty --
  • 06-11 Zhonglun New Material three hundred and one thousand five hundred and sixty-five eleven point eight eight
  • 05-31 Dameng Data six hundred and eighty-eight thousand six hundred and ninety-two eighty-six point nine six
  • 05-28 Lian Technology three hundred thousand seven hundred and eighty-four twenty-eight point three
  • Sina homepage Voice Announcements Related news Back to top