Stock Code: 002343 stock abbreviation: Ciwen Media Co.Ltd(002343) Announcement No.: 2022-006
Announcement of resolutions of the 16th meeting of the 8th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
1、 Meetings of the board of directors
The 16th meeting of the 8th board of directors of Ciwen Media Co.Ltd(002343) (hereinafter referred to as “the company”) was held by means of communication on January 28, 2022. The notice of this meeting was sent to all directors by e-mail and personal delivery on January 25, 2022. The meeting was presided over by Mr. Wu Weidong, chairman of the company. The meeting was held in accordance with the provisions of the company law and the articles of association, and the meeting was legal and effective. 2、 Deliberations of the board meeting
After deliberation, the meeting considered and adopted the following proposals by voting:
1. Deliberated and adopted the proposal on by election of non independent directors
In view of the resignation of Mr. Ma Zhonghua and Ms. Ye Biyun, directors of the board of directors of the company (see the announcement on resignation of directors disclosed by the company on January 26, 2022, Announcement No.: 2022-004), the board of directors of the company agreed to nominate Ms. Shu Linyun and Mr. Zhao Jianxin (attached with resume) as candidates for non independent directors of the eighth board of directors of the company, The term of office starts from the date of adoption of the resolution of the general meeting of shareholders to the expiration of the eighth board of directors. After Ms. Shu Linyun was elected as a director by the general meeting of shareholders, the board of directors agreed to elect Ms. Shu Linyun as a member of the remuneration and assessment committee of the eighth board of directors of the company; After Mr. Zhao Jianxin was elected as a director by the general meeting of shareholders, the board of directors agreed to elect Mr. Zhao Jianxin as a member of the strategy committee of the eighth board of directors of the company. For details, see the announcement on by election of non independent directors (Announcement No.: 2022-008) disclosed in the securities times and cninfo.com.cn on January 29, 2022.
The directors present at the meeting voted on the above candidates one by one, and the voting results are as follows:
1.01 nominate Ms. Shu Linyun as a candidate for non independent director of the 8th board of directors of the company.
1.02 nominate Mr. Zhao Jianxin as a candidate for non independent director of the 8th board of directors of the company.
Voting results: it was adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
This proposal needs to be submitted to the second extraordinary general meeting of the company in 2022. The cumulative voting system shall be adopted to vote on each director candidate item by item.
2. Deliberated and passed the proposal on by election and re-election of members of the special committee of the board of directors
Proposal 1 of the board meeting agreed to elect Mr. Zhao Jianxin as a member of the strategy committee of the eighth board of directors and Ms. Shu Linyun as a member of the remuneration and assessment committee of the eighth board of directors.
Meanwhile, the board of directors agreed to elect Ms. Fu Jiamin as a member of the nomination committee of the eighth board of directors, and Ms. Fu Jiamin will no longer serve as a member of the remuneration and assessment committee of the eighth board of directors.
The composition of the special committee of the 8th board of directors after the by election and re election is as follows:
Name of special committee chairman (convener) member
Strategy Committee Wu Weidong, Lin Jingwei, Zhao Jianxin
Audit committee Du Yunbo, Lin Jingwei, Hua Yuping
Nomination committee Chen Dapeng, Du Yunbo, Fu Jiamin
Remuneration and assessment committee Lin Jingwei, Chen Dapeng, Shu Linyun
The term of office of each special committee is the same as that of the directors of the eighth board of directors. If any member ceases to hold the position of director of the company during the period, he will automatically lose the qualification of member.
Voting results: it was adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
3. The proposal on the provision for asset impairment was deliberated and adopted
In accordance with the relevant provisions of the accounting standards for business enterprises, the accounting regulatory risk tip No. 8 – impairment of goodwill, the stock listing rules of Shenzhen Stock Exchange and the company’s accounting policies of the CSRC, in order to truly and accurately reflect the company’s financial position, asset value and operating results as of December 31, 2021, based on the principle of prudence, The company and its subsidiaries have inspected and analyzed fixed assets, intangible assets, long-term equity investment, inventory, accounts receivable, goodwill, other receivables and other assets, and made impairment provision for relevant assets that may have asset impairment loss. It is preliminarily estimated that the total impairment provision in 2021 is about 24.145 million yuan.
For details, see the announcement on the provision for asset impairment (Announcement No.: 2022-009) published in the securities times and cninfo.com on January 29, 2022.
Voting results: it was adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
4. Deliberated and adopted the proposal on Revising the internal audit system
In order to further standardize the internal audit work and improve the quality of internal audit work, combined with the actual situation of the company, the.
Voting results: it was adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
5. The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
According to the relevant provisions of the company law and other laws and regulations, normative documents and the articles of association, the company is scheduled to hold the second extraordinary general meeting of shareholders in 2022 by means of on-site meeting and online voting on Monday, February 14, 2022 to review the relevant proposals considered and adopted at the 16th meeting of the eighth board of directors. The notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-010) was disclosed in the securities times and cninfo.com on January 29, 2022.
Voting results: it was adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
3、 Documents for future reference
1. The resolution of the 16th meeting of the 8th board of directors signed by the attending directors and stamped with the seal of the board of directors;
2. Independent opinions of independent directors on matters related to the 16th meeting of the eighth board of directors.
It is hereby announced.
Ciwen Media Co.Ltd(002343) board of directors January 28, 2022 Annex: resume of relevant personnel
1、 Resume of Shu Linyun
Shu Linyun, female, born in April 1978, Chinese nationality, without permanent overseas residency, postgraduate degree, master of business administration, senior economist.
He has successively served as secretary of the office of Xinhua Bookstore, deputy director and director of the general manager’s office of Jiangxi Xinhua Distribution Group, director of the party masses work office of Jiangxi Northern United Publishing & Media (Group) Company Limited(601999) Group Co., Ltd., deputy manager and manager of the comprehensive management department and head of the operation management department of Huazhang Tiandi Media Investment Co., Ltd. He is currently a member of the general Party branch and deputy general manager of Huazhang Tiandi Media Investment Holding Group Co., Ltd; General manager of Supply Chain Management Branch of Jiangxi Northern United Publishing & Media (Group) Company Limited(601999) Group Co., Ltd; Executive director and general manager of Jiangxi jindujuan Private Equity Fund Management Co., Ltd.
Up to now, Ms. Shu Linyun does not hold shares in the company. Ms. Shu Linyun holds the above positions in Huazhang Tiandi Media Investment Holding Group Co., Ltd., the controlling shareholder of the company, and its parent company Jiangxi Northern United Publishing & Media (Group) Company Limited(601999) Group Co., Ltd; In addition, it has no relationship with the actual controller and controlling shareholder of the company, and has no relationship with other directors, supervisors and senior managers and shareholders holding more than 5% of the shares of the company.
Ms. Shu Linyun is not under any of the circumstances specified in Article 146 of the company law; There is no case of being banned from entering the securities market by the CSRC, or being subject to administrative punishment by the CSRC in the past three years, or being filed for investigation by judicial organs for suspected crimes or being filed for investigation by the CSRC for suspected violations of laws and regulations; There is no case that the stock exchange has publicly determined that it is not suitable to serve as directors, supervisors and senior managers of listed companies, or has been publicly condemned or criticized by the stock exchange for more than three times in the past three years; There is no circumstance stipulated in the articles of association that the company is not allowed to serve as senior managers of the company; After inquiry on the website of the Supreme People’s court, it is confirmed that Ms. Shu Linyun is not a “dishonest executee”. Ms. Shu Linyun’s qualifications meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the stock exchange.
2、 Resume of Zhao Jianxin
Zhao Jianxin, male, born in May 1980, Chinese nationality, without permanent overseas residency, bachelor degree, certified consulting engineer and accountant. From September 1997 to April 2003, he served as a teacher of Xinlong middle school, Nanhai Town, Songzi City, Hubei Province; From April 2003 to May 2006, he served as the section chief of the office of the people’s Government of Songzi City, Hubei Province; From May 2006 to September 2010, he served as the executive deputy general manager of Hubei Songzi Jincai guarantee company; From September 2010 to January 2014, he served as the director of Jingzhou University in Hubei Province
Chief of the development planning section of the state and municipal development and Reform Commission; From January 2014 to may 2021, served as the director, deputy manager, manager and director of the comprehensive management department of Huazhang Tiandi Media Investment Co., Ltd; From June 2021 to now, he has served as the executive deputy general manager of the company.
As of the disclosure date, Mr. Zhao Jianxin did not hold shares of the company, had no relationship with the actual controller and controlling shareholder of the company, and had no relationship with other directors, supervisors and senior managers and shareholders holding more than 5% of the shares of the company.
Mr. Zhao Jianxin is not under any of the circumstances specified in Article 146 of the company law; There is no case of being banned from entering the securities market by the CSRC, or being subject to administrative punishment by the CSRC in the past three years, or being filed for investigation by judicial organs for suspected crimes or being filed for investigation by the CSRC for suspected violations of laws and regulations; There is no case that the stock exchange has publicly determined that it is not suitable to serve as directors, supervisors and senior managers of listed companies, or has been publicly condemned or criticized by the stock exchange for more than three times in the past three years; There is no circumstance stipulated in the articles of association that the company is not allowed to serve as senior managers of the company; After inquiry on the website of the Supreme People’s court, it is confirmed that Mr. Zhao Jianxin is not a “dishonest executee”. Mr. Zhao Jianxin’s qualification meets the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the stock exchange.
