Stock Code: 002343 stock abbreviation: Ciwen Media Co.Ltd(002343) Announcement No.: 2022-008
Announcement on by election of non independent 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.
Ciwen Media Co.Ltd(002343) (hereinafter referred to as "the company") disclosed the announcement on the resignation of directors (Announcement No.: 2022-004) in the securities times and cninfo.com on January 26, 2022. Mr. Ma Zhonghua resigned as vice chairman of the board of directors, director and member of the strategy committee of the company for personal reasons; Ms. Ye Biyun resigned as a director of the board of directors and a member of the Nomination Committee for personal reasons. In accordance with relevant laws and regulations and the relevant provisions of the articles of association, the resignation of the above directors shall take effect from the date when the resignation report is delivered to the board of directors.
In order to ensure the normal work of the board of directors of the company, according to the relevant provisions of the articles of association, the company held the 16th meeting of the eighth board of directors on January 28, 2022, and deliberated and adopted the proposal on by election of non independent directors. Upon the nomination of the shareholders of the company and the approval of the nomination committee of the company, it is agreed to nominate Ms. Shu Linyun and Mr. Zhao Jianxin (see the attachment for 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.
The board of directors of the company declares that after the completion of this by election of non independent directors, the total number of senior managers in the board of directors does not exceed one-half of the total number of directors of the company.
The independent directors of the company expressed independent opinions on the by election of non independent directors, agreed to nominate Ms. Shu Linyun and Mr. Zhao Jianxin as candidates for non independent directors of the eighth board of directors of the company, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
The shareholders' meeting of the company will adopt the cumulative voting system to vote on each director candidate item by item.
It is hereby announced.
Ciwen Media Co.Ltd(002343) board of directors January 28, 2022 Annex: resume of director candidates
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 chief of the development planning section of Jingzhou development and Reform Commission, Hubei Province; 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.
