Zhengzhou Huajing Diamond Co., Ltd. Report on Strengthening Self-examination of Special Activities for Listed Companies Governance Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as “the Company†or “Companyâ€) strictly controls the “Company Law†and the “Securities Lawâ€. The internal rules and regulations of the “Guidelines for the Governance of Listed Companiesâ€, the “Articles of Associationâ€, the “Rules of Procedures for the General Meeting of Shareholdersâ€, and the Rules of Procedure for the Board of Directors are self-examination of the corporate governance in accordance with the principles of comprehensiveness, objectivity and truth-seeking. The situation report is as follows:
I. Basic information of the company and the status of shareholders (I) Development history of the company and current basic situation 1. Evolution of the company Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as “Huajing Limitedâ€), the predecessor of the company, was established in 2004.
Month 24th. On June 29, 2008, Huajing Limited converted its share capital by 9,000,787,008.66 yuan.
Ten thousand shares, the overall change to a company limited by shares, the company's legal representative Guo Liuxi.
On August 20, 2008, the third meeting of the first board of directors of the company reviewed and approved the company's “Report on the Company's Capital Increase and Share Expansion†and introduced three investors: Shanghai Shangli Investment Co., Ltd. (hereinafter referred to as “Shangli Investmentâ€) ), Shanghai Ruixin Investment Management Co., Ltd. (hereinafter referred to as "Ruixin Investment") and Wang Jiayu. 2008
On September 4, the company's second extraordinary shareholders meeting in 2008 reviewed and approved the capital increase and share expansion, the company's registered capital increased to 114 million shares.
In March 2010, approved by the China Securities Regulatory Commission (CSRC) [2010] No. 267, the company publicly issued 38 million ordinary shares (A shares) to the public at an issue price of 21.32 yuan per share. Notice of Zhengzhou Huajing Diamond Co., Ltd. on the listing of RMB common stocks on the GEM by the Shenzhen Stock Exchange
(Shenzhen [2010] No. 97) agreed that the company's stock is listed on the GEM of the Shenzhen Stock Exchange. The stock is referred to as “Yu Diamond†and the stock code is “300064â€. The company's stock was listed and traded on March 26, 2010.
The company's total share capital increased to 152 million shares.
2. Basic information of the company Company name: Zhengzhou Huajing Diamond Co., Ltd. English name: Zhengzhou Sino-Crystal Diamond Co., Ltd.
Legal representative: Guo Liuxi
Registered address of the company: No. 24, Dongqing Street, High-tech Development Zone, Zhengzhou City Postal Code: 450001
Telephone Fax E-mail:
Internet address:
Business scope: production and sales of synthetic diamond products and equipment; synthetic diamond related technology,
Research, development and technology transfer of materials, equipment and products; operation of import and export business of self-produced products and related technologies of the enterprise; (not permitted by laws and regulations; no operation; subject to approval, may not be operated without approval).
(2) Company control relationship and control chain
(III) The company's shareholding structure, the situation of the controlling shareholder or actual controller and the impact on the company 1. The company's shareholding structure (as of September 30, 2010)
25.00%
Social tradable shares
Henan Huajing
Anshun Investment
Wang Kayu
Zhang Zhao
Zheng Dongliang
Fu Fei
Guo Guilan
Ruixin Investment
Shangli Investment
Engineering Technology Research Center
Yu Diamond
40.56%
5.59%
3.62%
2.66%
7.50%
7.50%
6.58%
0.49%
100%
0.49%
66%
70%
Guo Liuxi
Shareholder name
Total number of shares held (shares)
Shareholding ratio (%)
First, the limited sale of shares
114,000,000
75.00
1. State holdings
2. State-owned legal person holding shares
3. Other domestic capital holdings
114,000,000
75.00
Among them: domestic non-state legal person holding shares
79,700,000
52.43
Domestic natural person holding
34,300,000
22.57
Second, the unconditional sale of shares
38,000,000
25.00
1. RMB ordinary shares
38,000,000
25.00
Third, the total number of shares
152,000,000
100.00
2. Controlling shareholder status Controlling shareholder name: Henan Huajing Superhard Materials Co., Ltd. Legal representative: Guo Liuxi Registered capital: RMB 100 million Complete date of establishment: November 16, 2001 Business scope: investment in superhard materials and products, electronics Electrical equipment, mechanical and electrical products, research and development and sales of daily-use chemical products; import and export business of trade and technology (except for goods and technologies that are subject to approval by the national laws and regulations to operate or prohibit import and export).
Shareholding: Henan Huajing Superhard Materials Co., Ltd. (hereinafter referred to as “Henan Huajingâ€) holds 61.65 million shares of the company, accounting for 40.56% of the company's total share capital, and is the controlling shareholder of the company.
3. Actual controllers The company's actual controller: Guo Liuxi Guo Liuxi, chairman, Chinese nationality, no permanent residency abroad, male, born in 1963, university degree, senior engineer. From 1999 to 2001, he worked for Henan Yuanfa Diamond Co., Ltd. as a director and general manager. Since 2001, he has worked in Henan Huajing, where he served as chairman and general manager. Since 2004, he has served as chairman of Huajing limited. Specializing in the research, development, production and sales of synthetic diamond and its raw and auxiliary materials, synthetic equipment, synthetic processes, etc., he has presided over and participated in the application of 42 patents, including one invention patent. The four projects involved in the research and development have won the national torch project certificate, and the six projects won the first prize of provincial and municipal scientific and technological progress.
One item and two second prizes. Mr. Guo Liuxi has been awarded the title of “Zhengzhou Excellent Entrepreneurâ€, “China Superhard Materials Association Directorâ€, “Henan Province High-tech Experts Association Directorâ€, and “China International Chamber of Commerce Henan Chamber of Commerce Vice Presidentâ€. He is currently the chairman of the company.
Shareholding situation: Guo Liuxi holds 70% of the shares of Henan Huajing Superhard Materials Co., Ltd., indirectly holds 41.315 million shares of the company, accounting for 28.39% of the company's total share capital.
4. The situation of the controlling shareholder or the actual controller and the impact on the company The controlling shareholder and the actual controller of the company have signed the shareholding commitment of the company's shares before the issuance, as follows:
1 The controlling shareholder of the company, Henan Huajing Superhard Materials Co., Ltd. promises: within 36 months from the date of listing of the company's shares, it will not transfer or entrust others to manage the issue directly or indirectly held before the issuance. The shares of the people are not repurchased by the issuer.
2 Guo Liuxi, the actual controller of the company, promised: Within 36 months from the date of listing of the company's shares,
The issuer's shares held directly or indirectly before the issuance of the issue will not be transferred or entrusted to others, nor will the issuer buy back the shares. 36 months after the date of listing of the company's shares, the annual transfer of the issuer's shares directly or indirectly held during its term of office shall not exceed 25% of the total number of shares, and shall not be transferred within six months after leaving the company. The issuer's shares held directly or indirectly; the issuer's shares directly or indirectly held within 12 months after the resignation of six months shall not exceed 50% of the total number of shares in that part.
At the same time, the company is completely independent of the controlling shareholder in terms of personnel, organization, business, assets, finance, etc.
There is no situation in which the controlling shareholder and its subsidiaries occupy the company's funds, and the company provides guarantees for the controlling shareholder and its subsidiaries. The company has a complete business system and the ability to directly operate independently in the market. It independently organizes production, sales and operation planning. The company's major business decisions are discussed and decided by the company's management, board of directors, and shareholders' meeting in accordance with various rules. There is no controlling shareholder. Control the company's business decisions.
In summary, the company's actual controllers and controlling shareholders have a code of conduct, and there is no situation in which major shareholders use their control to infringe on the company's interests.
(4) Whether the controlling shareholder or actual controller of the company has the phenomenon of “one control and moreâ€. If it exists, please explain the impact or risk on corporate governance and stable operation. Whether there are horizontal competitions, related transactions, etc. among listed companies The company is the only listed company under the control of Henan Huajing and Mr. Guo Liuxi. There is no competition in the same industry.
Related transactions, etc.
(V) Institutional investors and their impact on the company
As of September 30, 2010, the list of institutional investors in the top ten unrestricted shareholders of the company is as follows:
Shareholder name
The number of shares held in the unrestricted condition at the end of the period (shares)
China Merchants Bank Co., Ltd. - Desheng Advantage Stock Securities Investment Fund
2,015,780
Industrial Bank - Xingye Organic Growth Flexible Configuration Hybrid Securities Investment Fund
1,601,299
China Resources SZITIC Trust Co., Ltd. - Fuxiang New Shares Purchase No. 4 Trust
390,825
GF Fund Company-ICBC-Guangfa Theme Investment Asset Management Plan No. 2
325,000
Bank of Communications International Trust Co., Ltd. - Dingfeng Growth Phase I Securities Investment Collective Fund Trust Plan
305,000
Industrial and Commercial Bank of China - Xingye Convertible Bonds Mixed Securities Investment Fund
300,000
Shandong International Trust Co., Ltd. - Ze Xi Rui Jin 1
266,793
total
5,204,697
The above seven institutional investors held a total of 5,204,697 shares of the company, accounting for 3.42% of the company's total share capital. Institutional investors with unlimited sales conditions are not involved in the daily operation and management of the company, and have no direct impact on the company's operations.
As of September 30, 2010, there were three institutional investors with limited sales conditions. The situation is as follows:
Shareholder name
The number of shares with restricted shares held at the end of the period (shares)
Shanghai Shangli Investment Co., Ltd.
8,500,000
Shanghai Ruixin Investment Management Co., Ltd.
5,500,000
Henan Anshun Investment Management Co., Ltd.
4,050,000
total
18,050,000
The above three institutional investors held a total of 18,050,000 shares of the company, accounting for 11.88% of the company's total share capital. Li Chunyi, a member of Shanghai Ruixin Investment and Investment Management Co., Ltd., served as a director of the company and attended the board meeting held by the company on time. He seriously investigated and discussed various proposals and other matters and conducted a prudent vote. Our own professional knowledge and experience have provided more opinions and suggestions for the company's scientific decision-making, which has played a positive role in regulating the company's operation and promoting the company's sustainable, stable and healthy development.
(6) Whether the “Articles of Association†is revised and improved in strict accordance with the “Guidelines for the Listing of Listed Companies (2006 Revision) issued by the China Securities Regulatory Commission.
The company formulated the "Articles of Association" in accordance with the newly amended "Company Law", "Securities Law" in October 2005 and the "Regulations on the Listing of Listed Companies (2006 Revision)" promulgated by the China Securities Regulatory Commission in March 2006. (Draft) and reviewed and approved by the 2008 Joint Stock Company.
Second, the company's standard operation (a) shareholders meeting
1. Whether the convening and convening procedures of the shareholders' meeting are in compliance with relevant regulations;
The company convened and held the company's previous shareholders' meeting in strict accordance with the provisions of the Company Law, the Articles of Association and the Rules of Procedure for the Shareholders' General Meeting. The convening and convening procedures of the shareholders' meeting are in compliance with relevant laws and administrative regulations.
2. Whether the notice time and authorization of the shareholders' meeting meet the relevant regulations;
The notice time and authorization of the company's shareholders' meeting are in compliance with the relevant laws and regulations such as the Company Law and the Rules of the Shareholders' Meeting of Listed Companies, as well as the Articles of Association and the Rules of Procedure for the General Meeting of Shareholders. The annual general meeting of shareholders will issue a notice of the meeting 20 days before the meeting, and the extraordinary general meeting will issue a notice of the general meeting of shareholders 15 days before the meeting. When a shareholder or a shareholder agent attends the general meeting of shareholders, the staff of the securities department of the company and the lawyer jointly check the identity certificate, share certificate and power of attorney attending the shareholders' meeting and the original and photocopy of the power of attorney.
3. Whether the proposal of the shareholders' meeting is in line with the procedures and whether it can ensure the right of speech of the minority shareholders;
The review of the shareholders' meeting proposal is in line with the procedures. During the deliberation process, the moderator of the shareholders meeting, the company directors, supervisors and other senior management personnel attending the meeting can carefully listen to the opinions and suggestions of all participating shareholders, treat all shareholders equally, and ensure the right of minority shareholders to speak.
4. Is there an extraordinary general meeting of shareholders who should hold a single or more than 10% of the total voting shares of the company, and whether the supervisory board proposes to convene a general meeting of shareholders? If yes, please explain why?
Since the establishment of the company, there has not been an extraordinary general meeting of shareholders who have held a separate or combined holding of more than 10% of the company's voting shares. No supervisory committee proposed to convene a general meeting of shareholders. The convening of the shareholders' meeting was proposed by the board of directors.
5. Is there a situation in which a proposal is made by a shareholder who holds more than 3% of the shares individually or in aggregate? If so,
Please explain why?
Since the establishment of the company, there have been no cases in which the shareholders who hold more than 3% of the shares individually or collectively have made an interim proposal.
6. Whether the minutes of the shareholders' meeting are complete and whether the preservation is safe; whether the resolutions of the meeting are fully and timely disclosed;
According to the "Articles of Association" and the company's "Rules of Procedures for the General Meeting of Shareholders", the minutes of the company's general meeting of shareholders shall be the responsibility of the secretary of the board of directors. The secretary of the board of directors arranges a special person to record the meeting and keep the file. The minutes of the shareholders' meeting were complete and kept safe. The resolutions of the meeting were in accordance with the “Russian Stock Exchange GEM Stock Listing Rulesâ€, “Articles of Associationâ€, “Rules of the General Meeting of Shareholdersâ€, “Company Information Disclosure System†and other relevant regulations.
Adequate and timely disclosure.
7. Does the company have any major issues to bypass the general meeting of shareholders, is there any situation after the implementation of the post-deliberation? If yes, please explain why;
The company does not have any major matters to bypass the shareholders' meeting, and there are no major issues to be considered after implementation.
8. Whether the company convened a general meeting of shareholders to violate other rules of the Rules of the Shareholders' Meeting of Listed Companies.
There is no other situation in the company's general meeting of shareholders that violates the Rules of the Shareholders' Meeting of Listed Companies.
(II) Board of Directors 1. Does the company have relevant internal rules such as the Rules of Procedure for the Board of Directors and the Independent Director System;
The company has formulated the "Rules of the Board of Directors", "Working Rules for Independent Directors", "Rules of Procedure for the Audit Committee of the Board of Directors", "Rules of Procedure for the Nomination Committee of the Board of Directors", Rules of Procedure for the Remuneration and Appraisal Committee of the Board of Directors, Rules of Procedure for the Strategy Committee of the Board of Directors, etc. Clear regulations have been made on the duties and responsibilities of the board of directors and the review procedures. The company also stipulated the duties and responsibilities of independent directors in the “Articles of Associationâ€, “Rules of the Board of Directors†and “Working System of Independent Directorsâ€.
2. The composition and source of the company's board of directors;
The company's board of directors consists of nine directors. Guo Liuxi and Zhao Qingguo, members of the first board of directors who are performing their duties
Lin Yu, Zheng Dongliang, Wang Mingzhi, Zhang Zhong and Zhang Xuegong were elected on June 26, 2008 by the 2008 Joint Stock Company Founding Conference; the company held the second extraordinary shareholders meeting in 2008 on September 4, 2008 to add Li Chunyi and Wang. Mr. Jia Yu is a director of the company; on April 19, 2009, the company held the 2008 annual general meeting to agree that Mr. Wang Jiayu resigned as a director of the company and elected Yin Weimin as a director of the company.
Among the nine directors, there are three independent directors, namely Zhang Xuegong, Wang Mingzhi and Zhang Zhong. The other six directors are Guo Liuxi, Zhao Qingguo, Lin Yu, Zheng Dongliang, Yin Weimin and Li Chunyi. The first board of directors of the company has one chairman and one vice chairman, and is headed by Guo Liuxi and Zhao Qingguo.
3. The resume of the chairman and its main duties, whether there is a part-time job, and whether there is a lack of supervision;
Guo Liuxi, Chairman, male, Chinese nationality, no permanent residency abroad, born in 1963, university degree, senior engineer. Specializing in synthetic diamond and its raw and auxiliary materials, synthetic equipment, synthetic processes, etc.
He has presided over and participated in 42 patent applications, including one invention patent.
The four projects involved in the research and development have won the National Torch Project Certificate, and the six projects won the first prize of the Provincial Science and Technology Progress Award and the second prize. Mr. Guo Liuxi has been awarded the title of “Zhengzhou Excellent Entrepreneurâ€, “China Superhard Materials Association Directorâ€, “Henan Province High-tech Experts Association Directorâ€, and “China International Chamber of Commerce Henan Chamber of Commerce Vice Presidentâ€. He is currently the Chairman of the Board of Directors of the Company and concurrently the legal representative, chairman and general manager of Henan Huajing Superhard Materials Co., Ltd.; legal representative, executive director and general manager of Henan Yuanfa Real Estate Development Co., Ltd.; Henan Yuanfa Information Technology Co., Ltd. Legal representative, executive director; legal representative, chairman and general manager of Henan Yuanfa Diamond Co., Ltd.
The main duties of the chairman of the board include: (1) presiding over the general meeting of shareholders and convening and presiding over board meetings;
Supervise and inspect the implementation of resolutions of the board of directors; (3) sign company stocks, corporate bonds and other securities;
(4) Signing important documents of the board of directors and other documents that should be signed by the legal representative of the company;
Exercising the authority of the legal representative; (6) in the event of a force majeure such as a catastrophic natural disaster,
Execute special disciplinary powers in accordance with the law and the company's interests for the company's affairs, and report to the company's board of directors and shareholders' meeting in a timely manner; (7) with the company's shareholders, directors and presidents and other senior executives in the company's production and operation process Negotiate and communicate relevant issues in a timely manner; (8) attend the manager's office meeting if necessary;
(9) To understand the situation and propose relevant issues to the working bodies such as the committee of the company's board of directors; (10) Other powers conferred by the board of directors.
Since the establishment of the new board of directors of the company, it has been committed to establishing an efficient and standardized organization and management system.
Gradually improve corporate governance, there is no lack of supervision.
4. The qualifications, appointments and dismissals of each director, especially the appointment and dismissal of directors of state-controlled listed companies, are in compliance with legal procedures;
The company is a non-state-owned listed company. The qualification requirements for the directors of the company and the nomination and dismissal procedures are in compliance with the relevant provisions of the Company Law, the Stock Listing Rules and the Articles of Association. The directors of the company are exempted from the approval of more than 1/2 of the voting rights held by shareholders (including proxies) attending the shareholders' meeting. The current directors of the company, Guo Liuxi, Zhao Qingguo, Lin Yu, Zheng Dongliang, Zhang Xuegong, Wang Mingzhi, and Zhang Zhong were elected by the 2008 Founding Conference of the Joint Stock Company. Li Chunyi was elected by the second extraordinary general meeting of 2008. Yin Weimin was elected by the 2008 Annual General Meeting of Shareholders. The procedures for the production, nomination of elections, etc. are strictly in accordance with the relevant regulations, and the qualifications of directors meet the requirements.
5. Diligence and diligence of each director, including attending board meetings and other performance duties;
All directors of the company exercise their rights granted by the company cautiously and conscientiously, keep abreast of the company's operation and management status, and sign written confirmation opinions on the company's periodic reports to ensure that the information disclosed by the company is true, accurate and complete; in accordance with the Rules of Procedure of the Board of Directors Attend or entrust other directors to attend the board meeting.
Present their opinions and suggestions at the meeting, and vote on the resolutions of the meeting independently. Directors When voting on major issues or other matters that have a significant impact on the company at the board meeting, they strictly abide by the relevant provisions of the Rules of Procedure for the Board of Directors, make prudent decisions, and effectively protect the interests of the company and investors.
6. What is the professional level of each director, whether there is a clear division of labor, and the professional role played by the company in major decision-making and investment;
The company's directors are experts in management, superhard materials, financial accounting, etc., or have many years of work experience and have deep knowledge in their respective fields.
In order to improve the efficiency of the board of directors and give full play to the advantages of all directors, the company's board of directors established the Strategic Development Committee, the Audit Committee, the Remuneration and Appraisal Committee and the Nomination Committee. Before the board of directors discusses major issues, the directors involved in the professional field will take the lead in organizing relevant personnel to conduct full argumentation and analysis.
To improve the decision-making efficiency and quality of the board of directors.
7. The number and proportion of part-time directors, the part-time of directors and the impact on the company's operation, whether there is a conflict of interest between the directors and the company, and whether the handling of the conflicts is appropriate when there is a conflict of interest;
Among the nine directors of the first board of directors of the company, in addition to three independent directors, four directors are part-time in controlling shareholders, company subsidiaries or other units. All directors are diligent and conscientious, using their own work experience, to rationalize the company from the perspective of their respective professions, and improve the quality of the company's decision-making. There is no conflict of interest between the other directors of the directors and the company. The part-time job of the directors has no negative impact on the company's operations.
8. Whether the convening and convening procedures of the board of directors meet the relevant regulations;
The board of directors of the company was convened and presided over by the chairman of the board of directors. More than half of the directors attended the meeting, and the company's supervisors and senior management personnel attended the meeting. When deliberating the proposal, the moderator will invite the directors attending the board meeting to express clear opinions on the various proposals and vote one by one. The board meeting did not vote on the motion not included in the notice of the meeting. The convening and convening procedures of the company's board meeting are in compliance with the Company's Articles of Association and the Rules of Procedure for the Board of Directors.
9. Whether the notice time and authorization of the board of directors meet the relevant regulations;
The time and method of notification of the company's board meeting, the authorization of the directors who failed to attend the meeting in person, etc.
All items are in compliance with the "Articles of Association", "Rules of the Board of Directors" and other relevant provisions.
10. Does the board of directors have established subordinate committees, such as the Nominating Committee, the Remuneration Committee, the Audit Committee, the Investment Strategy Committee, etc., and the division of responsibilities and operation of each committee;
The board of directors consists of a strategy committee, an audit committee, a nomination committee and a remuneration and assessment committee. The Strategy Committee is mainly responsible for researching and making recommendations on the company's long-term development strategy and major significant capital operations; the Audit Committee is responsible for reviewing the company's financial information and disclosure, communicating with external and internal audits, and supervising the implementation of internal control systems; the Nominating Committee is nominated a specialized agency of directors and senior management of the company;
The Remuneration and Appraisal Committee is a specialized organization that formulates and manages the performance of company directors, senior management personnel, and salary assessment.
Since its establishment, the committees of the board of directors have been carefully considering the matters within the scope of their duties in accordance with the rules of procedure of their respective committees, and have played an active role in the scientific decision-making of the board of directors.
11. Whether the minutes of the board meeting are complete, whether the preservation is safe, and whether the resolutions of the meeting are fully and timely disclosed;
The secretary of the board of directors properly arranged the relevant personnel of the company's securities department to make a record of the board meeting and to be responsible for the custody. The minutes of the board meeting are complete and safe. The resolutions of the board of directors are based on the "Shenzhen Stock Exchange GEM Listing Rules", "Articles of Association", "Information Disclosure System" and other relevant provisions,
Timely disclosure.
12. Whether the board of directors decides whether there is a signature on behalf of others;
All previous directors of the company strictly voted in accordance with the Rules of Procedure of the Board of Directors, and voted on the resolutions of the board of directors after the meeting. There is no signing of signatures by others.
13. Whether the board of directors has decided to tamper with the results of the voting;
The resolutions of the board of directors of the company truthfully reflected the voting status of each proposal, and there was no tampering with the voting result.
14. The independent directors have played a supervisory and advisory role on the company's major production and operation decisions, foreign investment, the nomination of senior executives, their remuneration and assessment, and internal audit;
The independent directors of the company fulfill their obligations of honesty and diligence to the company and all shareholders in accordance with the relevant laws, regulations and the requirements of the Articles of Association. Since taking office, he has seriously participated in the company's board of directors and shareholders' meeting, actively understood the company's production and operation status, made suggestions for the company's management, and issued independent opinions on the company's major business decisions, hiring accounting firms, etc., and promoted the scientific decision-making of the board of directors. ,objectivity,
It has safeguarded the interests of the company and the majority of small and medium shareholders, and has played a supervisory and advisory role.
15. Whether the performance of the duties of independent directors is affected by the major shareholders and actual controllers of the listed company;
Independent directors perform their duties independently, independently judge major issues, and issue independent opinions, which are not affected by the company's main shareholders and actual controllers.
16. Whether the independent directors can fully guarantee their duties and whether they are supported by relevant institutions and personnel of the company;
The secretary of the board actively assists the independent directors in performing their duties, such as briefings and materials.
If the independent opinions, proposals and written explanations issued by the independent directors need to be announced, the secretary of the board of directors shall promptly handle the announcements and other matters. Independent directors have the same right to know as other directors. Subject to the decision of the board of directors, the company shall notify the independent directors in advance at the statutory time and provide relevant information to fully guarantee the independent directors' ability to perform their duties.
17. Whether there is a situation in which the independent director has been dismissed without justifiable reasons before the expiration of his term of office;
There is no situation in which an independent director is dismissed from office after his term of office.
18. Whether the working time arrangement of independent directors is appropriate and whether there are three consecutive cases of not attending in person;
The company's independent directors have appropriate working schedules and are able to ensure sufficient time and energy to perform the duties of independent directors in accordance with the requirements of relevant laws and regulations. There are no cases in which they have not participated in the meeting for three consecutive times.
19. Whether the secretary of the board of directors is a senior executive of the company, and how is his work situation;
According to the “Articles of Association†and the “Working Rules of the Secretary of the Board of Directorsâ€, the secretary of the board of directors is the company's senior management and is responsible to the company and the board of directors. Its main responsibilities are:
(1) Prepare board meetings and general meetings in accordance with legal procedures, prepare and submit documents for the board of directors and shareholders' meeting to be reviewed;
(2) Participate in board meetings, make meeting minutes and sign;
(3) Responsible for keeping the company's register of shareholders, the register of directors, and the meeting documents and minutes of the board of directors and shareholders' meeting;
(4) urging the board of directors to exercise its powers according to law; the resolutions proposed by the board of directors violate laws and administrative regulations,
In the departmental regulations and the Articles of Association, the directors of the meeting shall be reminded and the supervisors present at the meeting shall be invited to express their opinions on this; if the board of directors insists on making the above resolution, the secretary of the board of directors shall express the opinions of the supervisors and their individuals.
See the record in the meeting;
(5) Providing advice and advice for major decisions of the company;
(6) Other duties required by the Company Law.
Since his appointment in June 2008, Mr. Liu Yongqi, the secretary of the company's board of directors, has strictly promoted the company's listing process in strict accordance with the “Working Rules of the Secretary of the Board of Directorsâ€, vigorously strengthened the investor relations work, and earnestly safeguarded the legitimate rights and interests of the company and investors with remarkable performance. At the same time, all departments of the company can actively cooperate with the daily work of the secretary of the board of directors.
20. Whether the general meeting of shareholders has the authority to invest in the board of directors, whether the authorization is reasonable and legal, and whether effective supervision is obtained.
In the relevant provisions of the “Articles of Associationâ€, the company's general meeting of shareholders has a clear authorization to the board of directors for investment and external guarantees. The relevant authorization regulations are based on laws and regulations such as the Company Law. In addition to the supervision and restraint under the company's internal institutional framework, such as the inspection of the board of supervisors, the relevant matters are also subject to public supervision after full disclosure.
(III) Board of Supervisors 1. Does the company have a "Rules of Procedures for the Supervisory Committee" or a similar system;
On September 4, 2008, the company held the second extraordinary general meeting of shareholders in 2008 to review and approve the “Rules of Procedures of the Supervisory Committeeâ€, which improved and standardized the methods of discussion and voting procedures of the company's board of supervisors, ensuring the efficiency and scientific decision-making of the board of supervisors, and promoting supervisors and The Board of Supervisors effectively performed its supervisory duties and improved the corporate governance structure of the company.
2. The composition and source of the board of supervisors, and whether the employee supervisors meet the relevant regulations;
The company's board of supervisors consists of three supervisors, including two employee supervisors. The employee supervisors are not less than one-third of the number of supervisors and comply with relevant regulations.
3. The qualifications, appointments and dismissals of supervisors;
The employee supervisors of the company are elected by the employee representative assembly. The qualifications of the company's supervisors are in compliance with the laws and regulations, the "Articles of Association" and the "Rules of the Supervisory Committee", and they have fulfilled the corresponding procedures.
Up to now, there has been no dismissal of supervisors.
4. Whether the convening and convening procedures of the board of supervisors meet the relevant regulations;
The company's board of supervisors was convened and presided over by the chairman of the board of supervisors, and all supervisors attended the meetings in person. in
When deliberating the proposal, all supervisors earnestly performed their supervisory duties, issued clear opinions on various proposals, and voted one by one. The convening and convening procedures of the company's board of supervisors meeting are in line with the Articles of Association and the Rules of Procedure for the Board of Supervisors.
And other relevant regulations.
5. Whether the notice time and authorization of the board of supervisors meet the relevant regulations;
The notice time and notice method of the board of supervisors meeting shall be in accordance with the Articles of Association and the Rules of Procedure of the Board of Supervisors.
To date, no other supervisors have been entrusted to attend the meeting on their behalf.
6. Has the Board of Supervisors rejected the resolution of the Board of Directors in the past three years, whether it has found and corrected the misrepresentation of the company's financial report, and whether it has discovered and corrected the violations of laws and regulations when directors and general managers perform their duties;
In the past three years, the Board of Supervisors has not vetoed the resolution of the board of directors. The Board of Supervisors did not find any false information in the company's financial report, nor did it find any violations of laws and regulations by directors and general managers when performing their duties.
7. Whether the minutes of the board of supervisors are complete, whether the preservation is safe, and whether the resolutions of the meeting are fully and timely disclosed;
According to the provisions of the “Articles of Association†and the “Rules of Procedures of the Supervisory Committeeâ€, the minutes of the company's board of supervisors shall be kept by the company's designated personnel, and the minutes of the board of supervisors shall be complete and kept safe. The resolutions of the meeting were based on the Rules for the Listing of the GEM of the Shenzhen Stock Exchange, the Rules of Procedure of the Supervisory Committee, and the Information Disclosure System.
Relevant regulations are fully and timely disclosed.
8. In daily work, the board of supervisors is diligent and responsible, and how to exercise its supervisory duties.
The Board of Supervisors of the Company performed its supervisory functions in strict accordance with the provisions of the Company Law, the Articles of Association and the Rules of Procedure of the Supervisory Committee, diligently and conscientiously, and effectively supervised the work of the board of directors and senior management personnel, and increased the performance of duties of senior executives. The financial management system, related party transactions, and fundraising investment are used to maintain the interests of the company and all shareholders.
(4) Manager level 1. Does the company have a "management rules" or similar system;
The company has formulated the “General Manager's Working Rulesâ€, which was reviewed and approved at the 4th meeting of the first board of directors of the company in October 2008, and can be effectively implemented and implemented in daily work.
2. Whether the managerial level, especially the general manager's candidate, is recruited, whether it is selected through competition, whether a reasonable selection mechanism is formed;
According to the "Articles of Association", the general manager of the company is appointed or dismissed by the company's board of directors. Company vice president
The person in charge of finance and finance is requested by the general manager to be appointed or dismissed by the board of directors. The secretary of the company's board of directors is nominated by the chairman of the board of directors, recommended by the company's board of directors, and appointed by the board of directors after professional training and qualification examinations by the stock exchange.
Report to the stock exchange for filing and announcement. The company has formed a reasonable selection mechanism.
3. Whether the resume of the general manager is from the controlling shareholder unit;
Lin Yu, Director, Chinese nationality, no permanent residency abroad, female, born in 1970, university degree,
engineer. He used to be the management staff of Zhengzhou Taikoo Coca-Cola Co., Ltd., the director of Zhengzhou Hongbao Garden Co., Ltd. and the assistant to the general manager, and the director of the general office of Xuchang Jianghe Industrial Co., Ltd. In 2004, he served as Secretary of the Board of Directors of Henan Huajing. Since 2005, he has served as Director and General Manager of Huajing Limited. He was awarded the first prize of "General Planning and Design of Land Use in Wei County, Hebei Province" and the "Henan Province Science and Technology Progress Award" issued by Henan Provincial People's Government.
Third prize. He is currently a director and general manager of the company.
Lin Yu general manager is not from the controlling shareholder unit.
4. Whether the managerial layer can effectively control the daily production and operation of the company;
The company manager regularly holds the general manager's office meeting convened by the general manager to jointly solve the problems in daily production and operation. The members of the company manager are in charge of different businesses and departments of the company. The general manager is responsible for the daily production and management of the company. The deputy general manager Mr. Li Guoxuan is responsible for the company's marketing system. Mr. Yang Jinzhong, deputy general manager and chief engineer, is responsible for R&D and development. In the technical reform work, Finance Director Li Jigang is responsible for the financial system, and Secretary of the Board Liu Yongqi is responsible for the company's securities work.
The members of the company's management team can effectively control the daily production and operation of the company within their respective functions and responsibilities.
5. Whether the manager can maintain stability during his tenure;
The company's managerial level is stable, and the incumbent manager has not left the company.
6. Does the manager have a responsibility system for the term of office, and how is his target completed during his most recent term?
Whether there are certain reward and punishment measures;
The company has developed a performance appraisal program to conduct a comprehensive assessment of the managerial performance, and the results will directly affect the income level of senior management. The business objectives in the near future have been completed well.
7. Does the managerial level have the power to exercise powers, and whether the board of directors and the board of supervisors can effectively supervise and restrict the company's managerial level, and whether there is an “internal person control†tendency;
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Phlizon`s COB series Grow Light emits all the wavelengths of light which can be fully absorbed by the plants to create.
Best full Specturm designed to perfectly match large areas of indooor plants, especially for Medical Plant.
COB + Dual-chip,most efficient spectrum,high PPFD.Two cooling fans with double ball(import from Japan) and big aluminum heat sink to protect the grow lights from high temperature,good cooling,long lifespan.Photosynthesis and promote healthy growth budding and flowering.
1000w/2000w /3000w COB LED Grow Light, it will give you more options when your plants need different strength of illumination.
Grow Lights are a great choice for growers who are dealing with hot HPS lights and want to change to something that's going to run cooler. Although LED Grow Lights do produce heat,the smaller models might not bring up the temperature of your grow space.Even the more powerful models of LED grow lights that produce a lot of heat still have built-in cooling systems to help prevent the heat from beaming directly down onto your plants.
2000w cob led grow light Features
Indoor grow light
COB series, high power branded CREE COB with high Par value and deeper penetration
VEG/BLOOM and STRONGER switches for each grow stage.
Special spectrum for plant growing to increase the yield.
Building to Harvest: Beneficial for seeding to fruiting stage.
Good quality fans with low noise.
Easy to install by minute
Energy Saving, environmental friendly
3 Years Warranty
Compare led grow light to traditional HPS/MH grow light
WHAT MAKE UP AN EXCELLENT LED GROW LIGHT ?
1.PPFD Value : PPFD is Photosynthetic Photon Flux Density. When you choose a plant light, you should compare the PPFD values of different plant lights. The larger the value, the better the growth of the plant.
2.Actual Power: Because the actual power of the plant light always varies with different conditions, all Amazon sellers use the rated power to describe the power of the product because the rated power is constant. When you pick a LED grow light, the rated power of the plant light is a reference, and more importantly is the actual power.
3.Core Coverage: In addition to the above two, when you choose a plant light, you also need to compare the cover area of different plant lights, of course, the size of the core coverage area. In general, in germination stage, you can hang the plant light higher and the cover area is larger. In flowering stage you can hang the plant light lower and the cover area is smaller because the plant needs more light at this stage. You have to compare different coverage areas to choose the plant light that suits you.
Detailed images of 2000w cob led grow light
Applications
Hydroponics, Horticulture, Agriculture and Greenhouse
Locations: Farm, Exhibition, Garden, Home, Urban, Bonsai, and University Lab
Growth of Fruits, Vegetables, Flowers and so on
Seeding, Rooting, Breeding, Flowering and Fruiting period
Packaging and Shipping
2. By Air or by Sea for batch goods, for FCL; Airport/ Port receiving;
3. Customers specifying freight forwarders or negotiable shipping methods!
4. Delivery Time: stock avaiable sample will be delivered immediately ; 3-7 days for trial order; 7- 25 days for batch goods
Suggestions:
1.Clean the dust inside every 6 months to ensure the good heat dissipation and long life time.
2.Don`t keep too short distance to the plant canopy to avert leaves bleaching.
3. Highly hang the lamp will weaken the energy and affect the growth cycle of the plants, so the lamp should not be hang too high.
4. While taking care of the plants, please spray the leaves and branches 2-3 times everyday, to ensure the plants do not wrinkle a wither, and have no phenomenon of few fruit, and hard pericarp
Trade Terms
Payment: T/T, L/C, Paypal, 30% deposits before production, 70% balance to be paid before deliverying(Western Union are welcome)
Sample will be delivered within 7 working days.
Discounts are offered based on order quanlityes.
MOQ:sample order are acceptable
Delivery ways:DHL,UPS,FedEx,TNT, door to door,by sea,by air,etc.
If you are interested in, and
1.own several store for agriculture in your local market
2.or in the business of grow light equipment
3.or good relationship with grower or greenhouse owner
To be a distributor, max support will be offered:
1.price support
2.technical support
3.new product support
4.24 hours after-sales service online
PH-B-L4,2000W Led Grow Light,Optic Cob Led Grow Lights,450W Cree Cob Grow Light,2000W Cob Led Lights
Shenzhen Phlizon Technology Co.,Ltd. , https://www.szledaquariumlight.com