Securities code: 000920 securities abbreviation: Vontron Technology Co.Ltd(000920) Announcement No.: 2022-004 bond Code: 112538 bond abbreviation: 17 Huitong 01
Bond Code: 112698 bond abbreviation: 18 Nanfang 01
Vontron Technology Co.Ltd(000920)
Announcement of the 33rd meeting of the 6th 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.
1、 Notice of meeting
The board of directors of Vontron Technology Co.Ltd(000920) (hereinafter referred to as "the company") sent a written notice of the meeting to all directors, supervisors, senior managers and relevant personnel on January 26, 2022.
2、 Time, place and mode of the meeting
The meeting of the board of directors was held by means of communication on February 8, 2022. The meeting was presided over by Mr. Cai Zhiqi, chairman of the board. The convening and convening of the meeting shall comply with the provisions of relevant laws, regulations and the articles of association.
3、 Attendance of directors
The company actually has 5 directors and 5 directors present in person. Members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates.
4、 Voting of resolutions and proposals at the meeting
After deliberation, the meeting made the following resolutions:
(I) the proposal on Amending the articles of association was deliberated and adopted
Consent: 5 votes; Against: 0 votes; Abstention: 0 votes.
For details, please refer to the company's publication in the securities times and cninfo (website: www.cn. Info. Com. CN.) Announcement on Amending the articles of Association (Announcement No.: 2022-006). This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) the proposal on nominating candidates for directors of the seventh board of directors of the company was deliberated and adopted, with 5 votes in favor; Against: 0 votes; Abstention: 0 votes.
It is agreed to nominate Mr. Cai Zhiqi, Mr. Jin Yan and Mr. Tong Yifan as candidates for directors of the seventh board of directors of the company. See Annex 1 for the resume of the candidates. The matter was reviewed and approved by the remuneration and Nomination Committee of the board of directors, and the independent directors expressed their independent opinions on the matter. The total number of directors who concurrently serve as senior managers of the company and staff representatives in the board of directors shall not exceed half of the total number of directors of the company. Candidates for directors need to be submitted to the general meeting of shareholders for election.
(III) the proposal on nominating candidates for independent directors of the seventh board of directors of the company was deliberated and adopted
Consent: 5 votes; Against: 0 votes; Abstention: 0 votes.
It is agreed to nominate Mr. Zhu Shan, Mr. Xu Xiang and Mr. Liang Yu as candidates for independent directors of the seventh board of directors of the company. See Annex 2 for the resume of the candidates. The matter was reviewed and approved by the remuneration and Nomination Committee of the board of directors, and the independent directors expressed their independent opinions on the matter. Candidates for the election of independent directors shall be submitted to the general meeting of shareholders.
(IV) the proposal on purchasing liability insurance for the company and its directors, supervisors and senior managers was deliberated and adopted
Consent: 0 votes; Against: 0 votes; Abstention: 0 votes. All directors avoided voting on this matter.
For details, see the announcement on purchasing liability insurance for the company and its directors, supervisors and senior managers (Announcement No.: 2022-013) published in the securities times and cninfo.com. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) the proposal on convening the company's first extraordinary general meeting in 2022 was deliberated and adopted
Consent: 5 votes; Against: 0 votes; Abstention: 0 votes.
For details, please refer to the notice on convening the company's first extraordinary general meeting in 2022 (Announcement No.: 2022-014) published in the securities times and cninfo.com.
5、 Documents for future reference
(I) minutes of meetings of the board of directors signed by the directors attending the meeting and stamped with the seal of the board of directors;
(II) other documents required by SZSE.
It is hereby announced.
Vontron Technology Co.Ltd(000920) board of directors
February 8, 2022
Annex 1:
Resume of director candidate
1、 Mr. Cai Zhiqi
Cai Zhiqi, male, born in December 1968, graduated from Chengdu University of science and technology in 1990, majoring in polymer chemistry, with a bachelor's degree and a senior engineer. From 1990 to 2001, Mr. Cai Zhiqi successively served as an intern, assistant engineer, engineer, deputy general manager of the branch, general manager and Secretary of the branch and senior engineer of Guiyang vehicle factory; Served as deputy chief engineer of the company from 2001 to February 2015; General manager of times Vontron Technology Co.Ltd(000920) Co., Ltd. from 2006 to March 2017; From February 2015 to January 2016, he served as the deputy general manager of the company; From January 2016 to December 2020, he served as the director and general manager of the company; He has been the chairman of the company since December 2020.
Mr. Cai Zhiqi has no relationship with shareholders holding more than 5% of the company's shares, actual controllers, other directors, supervisors and senior managers of the company; Holding 30000 shares of the company; Not punished by the CSRC and other relevant departments or the stock exchange; There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for inspection by CSRC for suspected violations of laws and regulations; There is no case of being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or being included in the list of dishonest Executees by the people's court; There is no circumstance that the director shall not be nominated as specified in the first paragraph of article 3.2.2 of self regulatory guidelines No. 1 - standardized operation of listed companies on the main board; Qualifications that meet the requirements of the company law and other laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
2、 Mr. Jin Yan
Jin Yan, male, born in September 1978, graduated from Wuhan University in 2005, majoring in polymer chemistry and physics, with a doctoral degree and a professor level senior engineer. From June 2005 to June 2007, Mr. Jin Yan served as a postdoctoral of the Institute of chemistry, Chinese Academy of Sciences; From January 2007 to December 2021, he successively served as the chief engineer, executive deputy general manager and general manager of the R & D center of times Vontron Technology Co.Ltd(000920) Co., Ltd
Engineer, general manager and chairman; From July 2017 to September 2018, he served as the deputy chief engineer of the company; Deputy general manager of the company from September 2018 to December 2020; From December 2020 to now, he has served as the director and general manager of the company.
Mr. Jin Yan has no relationship with shareholders holding more than 5% of the company's shares, actual controllers, other directors, supervisors and senior managers of the company, does not hold the company's shares, and has not been punished by the CSRC and other relevant departments or the stock exchange; There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for inspection by CSRC for suspected violations of laws and regulations; There is no case of being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or being included in the list of dishonest Executees by the people's court; There is no circumstance that the director shall not be nominated as specified in the first paragraph of article 3.2.2 of self regulatory guidelines No. 1 - standardized operation of listed companies on the main board; Qualifications that meet the requirements of the company law and other laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
3、 Mr. Tong Yifan
Tong Yifan, male, born in November 1971, graduated from Hunan University with a master's degree in business administration and an engineer. Mr. Tong Yifan worked as an equipment technician in the printed circuit board factory of Zhuzhou Electric Locomotive Research Institute from December 1993 to March 2000; From March 2000 to February 2007, he successively served as process director and vice minister of manufacturing department in Zhuzhou Times Electronic Technology Co., Ltd; From March 2007 to March 2009, he served as the director of the production department of the safety equipment division of Zhuzhou CSR Zhuzhou Crrc Times Electric Co.Ltd(688187) Co., Ltd; From March 2009 to January 2010, he served as the director of production department of Beijing Information Technology Co., Ltd; From January 2010 to December 2021, he successively served as assistant general manager, director of operation management department, director of comprehensive management department and Secretary of the board of directors, deputy chief economist and director of comprehensive management and Secretary of the board of directors, deputy general manager and Secretary of the board of directors of CRRC times electric Vehicle Co., Ltd; From January 2022 to now, he has served as a full-time director of CRRC Industry Investment Co., Ltd.
Mr. Tong Yifan served as a full-time director of CRRC Industrial Investment Co., Ltd., the controlling shareholder of the company, has no relationship with the actual controller of the company, other directors, supervisors and senior managers of the company, does not hold shares of the company, and has not been punished by CSRC and other relevant departments or the stock exchange; There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for inspection by CSRC for suspected violations of laws and regulations; There is no case of being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or being included in the list of dishonest Executees by the people's court; There is no circumstance that the director shall not be nominated as specified in the first paragraph of article 3.2.2 of self regulatory guidelines No. 1 - standardized operation of listed companies on the main board; Qualifications that meet the requirements of the company law and other laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange. Annex 2:
Resume of independent director candidates
1、 Mr. Zhu Shan
Zhu Shan, male, born in May 1967, graduated from Southwest University of political science and law with a master's degree and a first-class lawyer. Mr. Zhu Shan worked as a teacher in Guizhou judicial police academy from July 1989 to May 1994; From May 1994 to December 2000, he served as the director and full-time lawyer of the Securities Department of Guizhou Xinhai law firm; From December 2000 to now, he has served as the director and senior partner of Guizhou guida law firm.
Mr. Zhu Shan has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the company's shares, does not hold the company's shares, and has not been punished by the CSRC and other relevant departments or the stock exchange; There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for inspection by CSRC for suspected violations of laws and regulations; There is no case of being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or being included in the list of dishonest Executees by the people's court; There is no circumstance that the director shall not be nominated as specified in the first paragraph of article 3.2.2 of self regulatory guidelines No. 1 - standardized operation of listed companies on the main board; Qualifications that meet the requirements of the company law and other laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
2、 Mr. Xu Xiang
Xu Xiang, male, born in November 1980, graduated from Guizhou University, majoring in Business Administration (Finance and Finance), with a master's degree and a Chinese certified public accountant. From January 2001 to March 2005, Mr. Xu Xiang worked as the accountant in charge of Shenzhen waidai International Freight Co., Ltd; From March 2005 to October 2014, he served as the senior audit manager of Lixin Certified Public Accountants (special general partnership); From October 2014 to may 2017, he served as the financial division of Gui'an new area development and Investment Co., Ltd
Long; From May 2017 to September 2018, served as regional financial director of sunshine Seven Star Investment Group Co., Ltd; From September 2018 to January 2022, he served as the director of Tibet Pingzhi Certified Public Accountants (general partnership); From January 2022 to now, he has served as the deputy director of Guizhou branch of ZTE caiguanghua Certified Public Accountants (special general partnership).
Mr. Xu Xiang has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the company's shares, does not hold the company's shares, and has not been punished by the CSRC and other relevant departments or the stock exchange; There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for inspection by CSRC for suspected violations of laws and regulations; There is no case of being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or being included in the list of dishonest Executees by the people's court; There is no circumstance that the director shall not be nominated as specified in the first paragraph of article 3.2.2 of self regulatory guidelines No. 1 - standardized operation of listed companies on the main board; Qualifications that meet the requirements of the company law and other laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
3、 Mr. Liang Yu
Liang Yu, male, born in December 1978, graduated from Beijing University of science and technology, majoring in material science and engineering, with a doctoral degree and a professor. Mr. Liang Yu served as a quality inspector in Tongzi County Construction Bureau from September 2000 to May 2001; He has been a teacher in Guizhou University since September 2004.
Mr. Liang Yu has no relationship with the shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the company's shares, does not hold the company's shares, and has not been punished by the CSRC and other relevant departments or the stock exchange; There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for inspection by CSRC for suspected violations of laws and regulations; There is no case of being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or being included in the list of dishonest Executees by the people's court; There is no self regulatory guidance No. 1 - main board
