Securities code: 002093 securities abbreviation: Guomai Technologies Inc(002093) Announcement No.: 2022-002
Guomai Technologies Inc(002093)
Suggestive announcement on the general election of the board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The term of office of the seventh board of directors of Guomai Technologies Inc(002093) (hereinafter referred to as “the company”) will expire. In order to successfully complete the general election of the board of directors (hereinafter referred to as “this general election”), the board of directors of the company, in accordance with the company law, the articles of association and other relevant provisions, hereby announces the composition of the eighth board of directors, the election method of directors, the recommendation of director candidates, the procedures of this general election, the qualification of director candidates and other matters as follows: 1 Composition of the 8th board of directors
According to the current articles of association of the company, the board of directors is composed of 7 directors (including 4 non independent directors and 3 independent directors). According to the development of the company, the eighth board of directors of the company is still composed of 7 directors (including 4 non independent directors and 3 independent directors). The term of office of the directors is three years from the date of election and approval by the general meeting of shareholders.
2、 Election method of directors
According to the current articles of association of the company, this general election adopts the cumulative voting system, that is, when the general meeting of shareholders elects non independent directors or independent directors, each share has the same voting rights as the number of non independent directors or independent directors to be elected, and the voting rights owned by shareholders can be used centrally or separately.
3、 Recommendation of candidates for directors
(I) recommendation of candidates for non independent directors
The board of directors and shareholders who individually or jointly hold more than 3% of the total voting shares of the company on the date of this announcement have the right to nominate and recommend candidates for non independent directors of the eighth board of directors in writing to the seventh board of directors.
(II) recommendation of candidates for independent directors
The board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the total voting shares of the company on the date of this announcement have the right to nominate and recommend candidates for independent directors of the eighth board of directors in writing to the seventh board of directors.
4、 Procedures for this general election
(I) the recommender shall recommend director candidates and submit relevant documents to the company in the manner agreed in this announcement from the date of issuance of this announcement to 17:00 on February 11, 2022.
(II) after the expiration of the above-mentioned recommendation period, the nomination committee of the board of directors of the company will conduct qualification examination on the candidates for directors elected in the primary election, and the qualified candidates for directors will be submitted to the board of directors of the company;
(III) the board of directors of the company shall convene the board of directors according to the selected candidates, determine the list of candidates for directors, and submit it to the general meeting of shareholders of the company for deliberation in the form of proposal;
(IV) the candidate for directors shall make a written commitment before the shareholders’ meeting, agree to accept the nomination, and promise that the information is true and complete to ensure the performance of the duties of directors after being elected;
(V) when issuing the notice of the general meeting of shareholders on the election of directors of the eighth board of directors, the company shall submit the relevant materials of independent director candidates (including but not limited to the statement of nominees, candidate statement and resume of independent directors) to Shenzhen stock exchange for filing and review.
5、 Qualification of directors
(I) qualifications of non independent directors
According to the provisions of the company law, the articles of association and relevant laws and regulations, the candidates for directors of the company shall be natural persons, have work experience and experience suitable for serving as directors, and ensure that they have enough time and energy to perform their duties as directors. A director candidate shall not be nominated as a director of the company under any of the following circumstances: 1. No civil capacity or limited civil capacity;
2. Being sentenced to criminal punishment for corruption, bribery, embezzlement of property, misappropriation of property or undermining the order of the socialist market economy, and the expiration of the execution period is less than 5 years, or being deprived of political rights due to a crime, and the expiration of the execution period is less than 5 years;
3. Where he is a director or factory director or manager of a company or enterprise in bankruptcy liquidation and is personally responsible for the bankruptcy of the company or enterprise, less than 3 years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise;
4. Having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than 3 years have elapsed since the date of revocation of the business license of the company or enterprise;
5. A large amount of personal debt is not paid off when due;
6. The market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have not expired;
7. Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, and the term has not expired;
8. Other circumstances stipulated by laws and regulations or Shenzhen Stock Exchange.
(II) qualification of independent directors
In addition to the above qualifications, candidates for independent directors of the company must also meet the following conditions: 1. Relevant provisions of the rules for independent directors of listed companies issued by the CSRC;
2. Have the basic knowledge related to the operation of listed companies, be familiar with relevant laws and regulations and the business rules of Shenzhen Stock Exchange, and have more than five years of working experience in law, economy, management, accounting, finance or other necessary work experience for performing the duties of independent directors.
3. A candidate nominated as an independent director as an accounting professional shall have rich accounting professional knowledge and experience and meet at least one of the following conditions:
(1) Have the qualification of certified public accountant;
(2) Having a senior professional title, associate professor or above, or a doctor’s degree in accounting, auditing or financial management;
(3) Senior professional title in economic management, and more than 5 years of full-time working experience in professional posts such as accounting, audit or financial management.
4. Other conditions stipulated by laws, regulations and the articles of Association;
5. Under any of the following circumstances, he shall not serve as an independent director of the company:
(1) Personnel working in the company or its affiliated enterprises and their immediate relatives and main social relations (immediate relatives refer to spouses, parents and children; main social relations refer to brothers and sisters, parents of spouses, spouses of children, spouses of brothers and sisters, brothers and sisters of spouses);
(2) Directly or indirectly holding more than 1% of the issued shares of the company or natural person shareholders and their immediate family members among the top ten shareholders of the company;
(3) Persons who work in shareholder units that directly or indirectly hold more than 5% of the issued shares of the company or in the top five shareholder units of the company and their immediate family members;
(4) The employees of the controlling shareholders and their immediate family members in the company; (5) Personnel who provide financial, legal and consulting services for the company and its controlling shareholders, actual controllers or their respective subsidiaries, including but not limited to all personnel of the project team of the intermediary providing services, reviewers at all levels, personnel signing the report, partners and main principals;
(6) Personnel working in units with significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, or personnel working in units with controlling shareholders with significant business dealings;
(7) Personnel who have been in one of the situations listed in the preceding 6 items in the last 12 months;
(8) Those who have been subject to administrative punishment by the CSRC or criminal punishment by judicial organs due to securities and futures violations and crimes within the last 36 months;
(9) Being put on file for investigation by the CSRC or by the judicial organ due to suspected illegal and criminal acts of securities and futures, and there is no clear conclusion;
(10) Being publicly condemned or criticized by the stock exchange for more than three times in the last 36 months; (11) As the object of punishment for dishonesty, he is identified and restricted by the national development and Reform Commission and other ministries and commissions to hold the position of director of a listed company;
(12) In the past, the board of directors requested the general meeting of shareholders to replace the independent director who failed to attend the meeting of the board of directors in person for three consecutive times or failed to attend the meeting of the board of directors for two consecutive times and did not entrust other directors to attend the meeting of the board of directors, and less than 12 months have passed;
(13) Other circumstances recognized by the CSRC or the stock exchange;
(14) Persons who have held (concurrently) the position of independent director of other listed companies and have reached five;
(15) Persons prohibited from serving as independent directors of listed companies by other laws, regulations and relevant provisions.
6、 Relevant documents to be provided by the recommender
(I) to recommend candidates for directors, the following documents must be provided to the board of directors of the company:
1. Recommendation of director candidates (original);
2. Photocopy of the identity certificate of the recommended director candidate (original for future reference);
3. Resume and copies of education and degree certificates of the recommended director candidates;
4. Written opinions and candidate statements issued by the recommended director candidate to accept the recommendation and ensure that the information provided is true and complete;
5. Other documents that can prove that the conditions specified in this announcement are met.
(II) if the recommender is a shareholder of the company, the recommender shall also provide the following documents:
1. If it is an individual shareholder, it is necessary to provide a copy of its identity certificate (the original for future reference);
2. If it is a corporate shareholder, it is necessary to provide a copy of its business license (with official seal and the original for future reference);
3. Copy of stock account card (original for future reference).
(III) the way in which the recommender recommends director candidates to the board of directors of the company is as follows:
1. This recommendation is limited to personal delivery or mailing;
2. The recommender must deliver or mail the relevant documents to the designated contact person of the company before 17:00 on February 11, 2022. The prescription is valid.
7、 Contact information (I) contact person: Lin Wenhao, Lin Xiaoqi (II) contact Department: Securities Investment Department (III) Tel: 0591-87307399 (IV) fax: 0591-87307336 (V) address: No. 116 Jiangbin East Avenue, Fuzhou City, Fujian Province (VI) postal code: 350015
It is hereby announced
Guomai Technologies Inc(002093) board of directors
February 8, 2022
enclosure:
Guomai Technologies Inc(002093) recommendation for candidates of the 8th board of directors
Recommender information
Name and contact number
Number of securities account and number of shares held (shares)
Types of recommended candidates for directors: □ non independent directors □ independent directors
Recommendee information
ID number, contact number
Whether it complies with the employment clause contained in the company’s Announcement No. 2022-002 □ yes □ no
piece
Whether it has obtained the qualification of independent director recognized by China Securities Regulatory Commission □ yes □ no
Certificate resume (including but not limited to educational background, professional title, detailed work resume, part-time work, etc., which can be attached with another paper.) Other descriptions (including but not limited to the description of whether there is any relationship with the controlling shareholder and actual controller of the company, whether he holds the shares of the company, whether he has been punished by the CSRC and other relevant departments and the punishment of the stock exchange, which can be attached with another paper.)
Recommender (signature / seal):
specific date
