Stock Code: 000553(200553) Stock Abbreviation: Sanonda A(B) Announcement No. 2018-37
Hubei Sanonda Co., Ltd.
Announcement of the Resolutions of the 6th
Meeting of the 8th Session of the Board of Directors
The Company and all members of its Board of Directors confirm that all the
information disclosed herein is true, accurate, and complete with no false or
misleading statement or material omission.
The 6th Meeting of the 8th Session of the Board of Directors of Hubei Sanonda Co., Ltd.
(hereinafter referred to as “Company”) was held via circulation of the resolution and
the related documents on July 26, 2018 following notifications to all the directors by
email. Five directors were entitled to participate in the circulation and five directors
participated.
The meeting complied with all relevant laws, regulations and the Articles of
Association. The following resolutions were adopted:
Proposal on Replacing a Director of the 8th Session of the Board of Directors
On July 25, 2018, the Board of Directors of the Company (hereinafter referred to as the
“Board”) received notice from Mr. Ren Jianxin informing the Company/Board of his
resignation due to his retirement. According to the Company Law of China, and the
Articles of Association of the Company, the resignation of Mr. Ren came into effect on
the date the Board received the resignation letter. Mr. Ren confirms he has no
disagreement with the Board. Mr. Ren’s resignation does not involve any circumstances
that should be brought to the attention of the shareholders or the creditors of the
Company.
In accordance with the Company Law of China, and the Articles of Association of the
Company, the Board approves the nomination of Mr. Ning Gaoning to be a director of
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the Board proposed by China National Agrochemical Co., Ltd., the controlling
shareholder of the Company. His term of office will commence as of the date of
approval by the shareholders meeting, and till the expiration of the 8th session of the
Board of Directors.
The Board highly values and deeply appreciates the significant contribution Mr. Ren
made to the Company during his tenure.
This proposal was passed with 5 affirmative votes, 0 negative vote, and 0 abstention.
This proposal needs to be submitted to the shareholders meeting for approval.
For the profile of the aforesaid nominee, please refer to the appendix of this
announcement.
The Company’s independent directors gave independent opinion on the above proposal.
The detailed opinion is disclosed on the website of Juchao Information
(http://www.cinfo.com.cn) on the same day.
This announcement is hereby made.
Board of Directors of Hubei Sanonda Co., Ltd.
July 26, 2018
Profile of Nominee of Director
Mr. Ning Gaoning, male, was born in November 1958. Mr. Ning is currently a standing
committee member of the 13th National Committee of the Chinese People’s Political
Consultative Conference. Mr. Ning currently serves as the Chairman of the Board of
Directors of China National Chemical Co., Ltd., Syngenta AG, Sinochem Group Co.,
Ltd., Sinochem Corporation and Sinochem Hong Kong (Group) Co., Ltd. He also
serves as the Chairman of the Board of Directors of Far East Horizon Limited (stock
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code: 03360) and China Jinmao (stock code:00817). Mr. Ning served as the Chairman
of the Board of Directors of Sinofert Holdings Limited (stock code: 00297) from March
2016 to December 2016. From October 1986 to December 2004, Mr. Ning held various
senior positions in China Resources (Holdings) Co., Ltd., including business manager
and deputy general manager of enterprise development department, director and deputy
general manager and vice chairman and general manager. Mr. Ning served as the
Chairman of the Board of Directors of COFCO Corporation and a director of certain of
its subsidiaries from December 2004 to December 2015. Mr. Ning held various
positions such as Chairman of the Board of Directors of China Mengniu Dairy
Company Limited (stock code: 02319) and a non-executive director of China Foods
Limited (stock code: 00506), China Agri-Industries Holdings Limited (stock code:
00606) and CPMC Holdings Limited (stock code: 00906) until February 2016. In
addition, Mr. Ning also served as an executive director of China Foods Limited until
November 2013. Mr. Ning was also an independent director of Huayuan Property Co.,
Ltd. (a company listed on the Shanghai Stock Exchange with stock code: 600743) until
November 2014 and an independent non-executive director of BOC Hong Kong
(Holdings) Limited (stock code: 02388) until October 2014. Mr. Ning has nearly 30
years’ experience in real estate development and investment, business management,
capital market and discipline inspection and internal control.
Mr. Ning graduated from Shandong University in China with a bachelor’s degree in
Politics and Economics in 1983 and graduated from University of Pittsburgh in the
United States with a master’s degree in Business Administration in 1986. He was
awarded the title of economist and senior international business engineer in 1987 and
2007, respectively. Mr. Ning was a member of the 18th Central Commission for
Discipline Inspection of the Communist Party of China (CPC). Currently, Mr. Ning is a
member of the “13th Five-Year Plan”National Development Planning Expert Panel,
co-chairman of APEC Business Advisory Council (ABAC), chairman of APEC China
Business Council, and an executive director of the International Chamber of Commerce
(ICC). Mr. Ning was awarded “CCTV China Economic Person of the Year” for three
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times, China’s “Annual Top 25 Most Influential Business Leader Awards” by China
Entrepreneur for 10 consecutive years, “China’s Most Influential Business Leaders” by
Fortune, “Asia Business Leader” Awards” by CNBC, and “Asian Corporate Director”
by Corporate Governance Asia. From 2007 to present, Mr. Ning has been a delegate of
the 17th, 18th and 19th National Congress of the CPC respectively.
Mr. Ning does not directly or indirectly hold the Company’s shares. Except taking the
post of chairman of the board of China National Chemical Co., Ltd., Mr. Ning has no
connected relations with shareholders holding more than 5% of shares, actual
controllers, and other directors, supervisors and senior executives of the Company. Mr.
Ning has never been punished by CSRC and the Exchange and does not fall into any
situation stipulated in Article 3.2.3 of Guidelines of Standard Operation of Listco in
SZSE. Mr. Ning is not a dishonest person subject to enforcement. Mr. Ning meets all
the qualifications set forth by laws and regulations.
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