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Dalian Dayang Creation Limited By Share Ltd Twenty-Third Shareholders' Meeting Resolution Announcement

2014/5/27 13:10:00 56

DalianDayang Creation Limited By Share LtdShareholders' Meeting

< p > Dalian Dayang creation Limited by Share Ltd twenty-third shareholders' meeting < /p >
< p > (2013 annual general meeting) resolution announcement < /p >
< p > the board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. < /p >
< p > important contents: < /p >
< p > there was no rejection or amendment of the proposal at this meeting. < /p >
< p > there was no supplementary proposal before the meeting [/p >.
< p > 1. Meeting and attendance is less than /p.
< p > 1, on-site meeting time: 9 a.m. on May 26, 2014. < /p >
< p > 2, on-site meeting venue: conference room, six floor, 23 Harbin Road, Dalian development zone. < /p >
< p > 3, the number of shareholders and agents attending the meeting, the total number of voting shares held and the proportion of the total number of voting shares of the company are as follows: < /p >
< p > 4, the meeting was convened by the board of directors of the company and the way of on-site voting was held by Ms. Li Guilian, chairman of the company. The conference voted by registered ballot, in which the cumulative voting system was adopted in the election of directors and supervisors. The convening, holding and voting methods of this meeting are in line with the relevant provisions of the company law and the articles of association. < /p >
< p > 5, the company's 9 candidates, attended 9 people; the company's candidate supervisors and staff representatives and supervisors were 3, attended 3 people; Hu Dongmei, Secretary of the company's board of directors, and Zhao Rong, the company's chief financial officer, attended the general meeting of shareholders. < /p >
< p > two, motion deliberation and voting situation < /p >
< p > shareholders and agents attending the shareholders meeting deliberated and voted on the motion of the conference. The voting results were as follows: < /p >
< p > (1) the meeting examined and adopted the profit distribution plan of the company in 2013. The resolution was based on the 165 million shares of the company's total share capital in December 31, 2013, and distributed 1.50 yuan (including tax) to all shareholders on every 10 shares, representing a total allocation of expenditure of 24 million 750 thousand yuan, accounting for 35.72% of the profits allocated to shareholders in 2013. < /p >
< p > (two) the meeting deliberated and adopted the motion on the company's 2014 day related spanactions: this motion involves related spanactions. The controlling shareholder of the company, Dayang Refco Group Ltd and natural shareholder Li Guilian, belong to the related shareholders of the Shanghai Stock Exchange listing rules section 10.2.2 (1) and (two), respectively. The 66387334 shares held by the relevant shareholders are avoided by voting in accordance with the relevant provisions, and the shares of the non related shareholders participating in the voting are 356112 shares. < /p >
< p > (three) passed the motion on the election of the eighth board of directors and members of the board of supervisors of the election company < /p >
< p > the cumulative voting system is adopted in the general election of the board of directors and the board of supervisors. The results are as follows: < /p >
< p > 1. election of Li Guilian as director of the eighth board of directors of the company < /p >
< p > 66743446 votes in favour, accounting for 100% of the voting rights of the meeting, 0 shares and 0 shares waiver. < /p >
< p > 2. election of Hu Dongmei as director of the eighth board of directors of the company < /p >
< p > 66743446 votes in favour, accounting for 100% of the voting rights of the meeting, 0 shares and 0 shares waiver. < /p >
< p > 3. election of Shi Xiaodong as director of the eighth board of directors of the company < /p >
< p > 66743446 votes in favour, accounting for 100% of the voting rights of the meeting, 0 shares and 0 shares waiver. < /p >
< p > 4. election of Wang Youwei as director of the eighth board of directors of the company < /p >
< p > 66743446 votes in favour, accounting for 100% of the voting rights of the meeting, 0 shares and 0 shares waiver. < /p >
< p > 5. election of Li Feng as director of the eighth board of directors of the company < /p >
< p > 66743446 votes in favour, accounting for 100% of the voting rights of the meeting, 0 shares and 0 shares waiver. < /p >
< p > 6. election of Wang Man as director of the eighth board of directors of the company < /p >
< p > 66743446 votes in favour, accounting for 100% of the voting rights of the meeting, 0 shares and 0 shares waiver. < /p >
< p > 7. elected Wang Chengmin as the independent director of the eighth board of directors of the company < /p >
< p > 66743446 votes in favour, accounting for 100% of the voting rights of the meeting, 0 shares and 0 shares waiver. < /p >
< p > 8. elected Wang Zhenshan as the independent director of the eighth board of directors of the company < /p >
< p > 66743446 votes in favour, accounting for 100% of the voting rights of the meeting, 0 shares and 0 shares waiver. < /p >
< p > 9. elected Chen Guohui as the independent director of the eighth board of directors of the company < /p >
< p > 66743446 votes in favour, accounting for 100% of the voting rights of the meeting, 0 shares and 0 shares waiver. < /p >
< p > the nine elected directors form the eighth board of directors of the company. < /p >
< p > 10. election of Liu Yongbin as the non staff representative supervisor of the eighth supervisory board of the company < /p >
< p > 66743446 votes in favour, accounting for 100% of the voting rights of the meeting, 0 shares and 0 shares waiver. < /p >
< p > 11. election of Hao Yingyao as the non staff representative supervisor of the eighth supervisory board of the company < /p >
< p > 66743446 votes in favour, accounting for 100% of the voting rights of the meeting, 0 shares and 0 shares waiver. < /p >
< p > the staff representative supervisor was elected by Zhu Jianping in the post office meeting, and the two elected supervisors constituted the eighth supervisory board of the company. < /p >
< p > three, lawyer testimony < /p >
< p > lawyer Wang Liying of Liaoning Heng Rui law firm attended the shareholders' meeting and served as a witness lawyer. Legal conclusion: the convening and convening procedures of shareholders' meetings in 2013, the qualification of persons attending the shareholders' meeting, the qualifications of Convenor, the voting procedures and voting results of shareholders' meetings are all lawful and effective. < /p >
< p > announcement. < /p >
< p > Dalian Dayang creation Limited by Share Ltd < /p >
< p > May 27, 2014 < /p >.
< p > Securities: 600233 securities short: Dayang creation announcement number: pro 2014-09 < /p >
< p > Dalian Dayang creation Limited by Share Ltd < /p >
< p > the first meeting of the eighth session of the board of directors declared "/p".
< p > the board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. < /p >
< p > Dalian Dayang creation Limited by Share Ltd board of directors issued a notice and related motion to the eighth board of directors of the eighth session of the first meeting of the board of directors of the eighth board of directors of the company by e-mail and special service. The meeting was held at 11:00 on the morning of May 26, 2014 at the conference room of the five floor of Dalian Development Zone Company. 9 directors of the company, Li Guilian, Hu Dongmei, Shi Xiaodong, Wang Youwei, Li Feng, Wang Man, Wang Chengmin, Wang Chengmin and MR, attended the meeting. All 3 supervisors and 2 senior executives attended the meeting. It is in conformity with the relevant laws and regulations of the company law and the securities law and the provisions of the articles of association. The meeting was chaired by Ms. Li Guilian, chairman of the board. < /p >
< p > this meeting involves the appointment of senior management matters and has obtained written approval from the independent director of the company. < /p >
< p > the conference formed the following resolution by name and written vote: < /p >
< p > 1. The motion on the election of the chairman and vice chairman of the eighth board of directors was deliberated and adopted; < /p >
< p > election of Ms. Li Guilian as chairman of the company and MS. Hu Dongmei as vice chairman of the company. < /p >
< p > written vote: 9 votes, 0 votes and 0 abstentions. < /p >
< p > two, the motion on the election of members of the special committees of the board of directors was deliberated and adopted; < /p >
< p > 1. strategic committee: composed of five directors: < /p >
< p > Chairman: Chairman Li Guilian; Member: Director Hu Dongmei, Shi Xiaodong, Wang Youwei, independent director Wang Chengmin. < /p >
< p > 2. Nomination Committee: composed of three directors: < /p >
< p > Chairman: independent director Wang Chengmin; Member: independent director Chen Guohui, chairman Li Guilian. < /p >
< p > 3. Audit Committee: composed of three directors: < /p >
< p > Chairman: independent director Chen Guohui; Member: independent director Wang Zhenshan, vice chairman Hu Dongmei. < /p >
< p > 4. remuneration and assessment committee: composed of three directors: < /p >
< p > Chairman: independent director Wang Zhenshan; Member: independent director Wang Chengmin, director Shi Xiaodong. < /p >
< p > the terms of office of the above committee members are the same as those of the current board of directors, from May 30, 2014 to May 29, 2017. < /p >
< p > written vote: 9 votes, 0 votes and 0 abstentions. < /p >
< p > three, and passed the motion on senior managers such as general managers of appointing companies (senior managers and other personnel resume < /p >).
< p > see Annex I; < /p >
< p > according to the nomination of the chairman and approval of the board of directors nomination committee, Shi Xiaodong is appointed general manager of the company and is responsible for the management and operation of the company. < /p >
< p > according to the nomination of the general manager and passing the qualification examination of the nomination committee of the board of directors of the company, it is proposed that the following persons be appointed as the senior management of the company: < /p >
< p > Vice General Manager: Shi Doudou, Li Feng, Wang man; chief financial officer: Zhao Rong. < /p >
< p > according to the nomination of the chairman and approval of the board of directors nomination committee, the board recommended Ms. Pan Lixiang to be the Secretary of the board of directors, responsible for company information disclosure and investor relations management. At the same time, Mr. Xu Zhenchao was appointed as a representative of the company's securities affairs to assist the Secretary of the board of directors in performing their duties. < /p >
The term of officers above P is from May 30, 2014 to May 29, 2017. < /p >
< p > written vote: 9 votes, 0 votes and 0 abstentions. < /p >
< p > four, and passed the "motion on the establishment of company management institutions"; < /p >
< p > resolutions set the organizational structure of the company as follows: < /p >
< p > 1. the company has 10 management departments: < /p >
< p > business management department, quality control department, information department, asset management department, human resources department, < a href= "//www.sjfzxm.com/news/index_c.asp" > Finance Department < /a >, audit department, securities department, public relations department and office. < /p >
< p > 2., the company has a brand undertakings, specializing in the design, marketing and marketing services of its own brand clothing (Genesis, Kamen, gifted search cool, etc.). The company has subsidiary company "Dalian Dayang creation import and Export Co., Ltd.", specializing in international marketing, import and export trade and related product planning, development, procurement, customs clearance, logistics services and so on. < /p >
< p > 3., the company's < a href= "//www.sjfzxm.com/news/index_c.asp" > clothing production business < /a > completed under the subsidiary company, the company has 8 production companies, and the details are listed in annex two -- the company's brief organizational chart. < /p >
< p > after the organizational structure is adjusted, the general manager's office meeting will be held to further implement the personnel arrangement and division of work of each department and subsidiary company. < /p >
< p > < a href= > //www.sjfzxm.com/news/index_c.asp > > written vote > /a > result: agree 9 votes, oppose 0 votes and abstain from voting 0 votes. < /p >
< p > five, and passed the "motion for the guarantee of the subsidiary company"; < /p >
< p > in order to improve the efficiency of capital use, the company provides the highest guarantee for joint liability guarantee for subordinates holding subsidiaries in the bank's handling of credit items. < /p >
< p > 1. the company in the Agricultural Bank of China, Limited by Share Ltd Dalian Pulandian sub branch, provides 130 million yuan (including equivalent foreign currency) guarantee for joint guarantee for the eight subsidiary companies, and the guarantee period is from May 26, 2014 to December 31, 2017. The eight subsidiaries are: Dalian Yang te te Garments Co., Ltd., Dalian Nile Garments Co., Ltd., Dalian Dalian Garments Co., Ltd., Dalian trade Fashion Co., Ltd., Dalian Datong Garments Co., Ltd., Dalian economic and Technological Development Zone Xinghua Clothing Co., Ltd., Dalian Zhongfu Garments Co., Ltd., Dalian Dongda garments Co., Ltd. < /p >
< p > 2. the company provides a joint guarantee of 40 million yuan (including equivalent foreign currency) to the three subsidiary companies of the Industrial Commercial Bank of China Ltd Dalian Pulandian sub branch. The guarantee period is from May 26, 2014 to December 31, 2017. The three subsidiaries are Dalian Datong Garment Co., Ltd., Dalian Dongda Garments Co., Ltd. and Dalian Zhongfu Garments Co., Ltd. < /p >
< p > 3. the company provides 60 million yuan (including equivalent foreign currency) to guarantee the joint and several liability guarantee for the three subsidiary companies in the Dalian Development Zone of Limited by Share Ltd, China Merchants Bank. The guarantee period is from May 26, 2014 to December 31, 2017. The three subsidiaries are: Dalian Yang te te Garments Co., Ltd., Dalian Nile Garments Co., Ltd. and Dalian trade Fashion Co., Ltd. < /p >
< p > the asset liability ratio of the above subsidiaries is less than 70%, and the amount of a single guarantee will not exceed 10% of the 2013 audited net assets of the company in 1020805253.45. As of May 26, 2014, the total guarantee amount of the company and its subsidiaries was 0 yuan, and the total guarantee provided by the company to the controlling subsidiary was 230 million yuan, accounting for 22.53% of the audited net assets of the company in 2013. < /p >
< p > written vote: 9 votes, 0 votes and 0 abstentions. < /p >
< p > Annex 1: senior staff and other personnel resumes; < /p >
< p > Annex 2: brief organization chart of the company. < /p >
< p > announcement. < /p >
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