Securities code: 002621 securities abbreviation: Dalian My Gym Education Technology Co.Ltd(002621) Announcement No.: 2022-022 Dalian My Gym Education Technology Co.Ltd(002621) announcement on the completion of the general election of the board of directors and the board of supervisors and the appointment of senior managers and other relevant personnel Dalian My Gym Education Technology Co.Ltd(002621) (hereinafter referred to as “the company”) the term of office of the Fifth Board of directors and the board of supervisors has expired, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association, the company has conducted the general election of the board of directors and the board of supervisors. The company held the first extraordinary general meeting of shareholders in 2022 on February 10, 2022, deliberated and passed the relevant proposals on the general election of the board of directors and the board of supervisors one by one, and elected the non independent directors, independent directors and non employee representative supervisors of the sixth board of directors and the ninth board of supervisors. The company held the employee representative meeting on February 10, 2022, at which the employee representative supervisor of the ninth board of supervisors was elected. On the same day, the company held the first meeting of the sixth board of directors and the first meeting of the sixth board of supervisors, deliberated and adopted relevant proposals respectively, and completed the election of the chairman, vice chairman and special committee of the ninth board of directors, the general manager and senior management, and the election of the chairman of the sixth board of supervisors. The independent directors of the sixth board of directors of the company expressed their independent opinions on the matters related to the first meeting of the sixth board of directors. The specific information is hereby announced as follows: I. composition of the sixth board of directors (I) the sixth board of directors of the member company is composed of nine directors, including six non independent directors and three independent directors. Members are as follows: non independent directors: Mr. Zhang Shulin, Ms. Shi Yu, Mr. Liu Junjun, Ms. Zhu gujia, Mr. Guan Jingdong and Mr. Yu Yang; Independent directors: Mr. Li Yang, Ms. Yin Yue and Mr. Longsen ye; Among them, Mr. Zhang Shulin is the chairman of the sixth board of directors, and Ms. Shi Yu is the vice chairman of the sixth board of directors. Since the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022, the directors of the sixth board of directors of the company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without false records, misleading statements or major omissions. Effective for a term of three years. The total number of directors who concurrently serve as senior managers of the company in the board of directors does not exceed half of the total number of directors of the company. The number of independent directors shall not be less than one-third of the total number of directors of the company, and the qualification and independence of independent director candidates have been reviewed by Shenzhen Stock Exchange. (II) members of the special committee of the board of directors 1. Strategic Development Committee: Mr. Zhang Shulin (Chairman), Ms. Shi Yu, Mr. Liu Junjun, Mr. Yu Yang and Mr. Longsen Ye Longsen; 2. Audit Committee: Mr. Li Yang (Chairman), Mr. Longsen ye (Ye Longsen), Mr. Guan Jingdong; 3. Nomination Committee: Ms. Yin Yue (Chairman), Mr. Li Yang and Ms. Zhu gujia; 4. Salary assessment committee: Mr. Longsen ye (Chairman), Mr. Li Yang and Ms. Zhu gujia. 2、 Composition of the sixth board of supervisors 1. The sixth board of supervisors of the company is composed of three supervisors, including one non employee representative supervisor and two employee representative supervisors. The details are as follows: non Employee Representative Supervisor: Mr. Wen Shuai, employee representative supervisor: Ms. sun Hui, Ms. Lu Lu, Mr. Wen Shuai is the chairman of the sixth board of supervisors. The sixth session of the board of supervisors of the company takes effect from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022, and the employee representative supervisor takes effect from the date of deliberation and approval of the employee representative meeting. The supervisor elected by the general meeting of shareholders and the employee representative supervisor jointly form the sixth session of the board of supervisors, with a term of office of three years. The proportion of employee representative supervisors in the sixth board of supervisors of the company shall not be less than one-third, the number of supervisors who have served as directors or senior managers of the company in the past two years shall not exceed one-half of the total number of supervisors of the company, and the number of supervisors nominated by a single shareholder shall not exceed one-half of the total number of supervisors of the company. 3、 Appointment of senior managers of the company 1. Appointment of Mr. Liu Junjun to continue as the general manager of the company. 2. Appoint Ms. Shi Yu to continue to serve as deputy general manager and Secretary of the board of directors of the company. Ms. Shi Yu, deputy general manager and Secretary of the board of directors of the company, has obtained the qualification certificate of secretary of the board of directors of Shenzhen Stock Exchange and has the necessary working experience and professional knowledge to perform the duties of secretary of the board of directors of listed companies. The qualification of secretary of the board of directors has been submitted to Shenzhen stock exchange for review without objection, His position complies with the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations. The contact information of the Secretary of the board of directors is as follows: Office Tel.: 010-84793668-880 Fax No.: 010-84793918 email: Tracy [email protected]. Office address: 3, building A3, yard 50, Anjialou, Chaoyang District, Beijing. Ms. Chen Juan and Ms. Zhao Fen are appointed to continue as deputy general managers of the company; Appoint Ms. Zhou Xinxin and Mr. Li Shijie as the deputy general manager of the company. 4. Appoint Ms. Li Hui to continue as the chief financial officer of the company. The term of office of the above-mentioned senior managers starts from the date of deliberation and approval at the first meeting of the sixth board of directors to the date of expiration of the term of office of the sixth board of directors. Independent directors have expressed their independent opinions on matters related to the appointment of senior managers. For details, see the relevant announcement issued by the company on cninfo.com on the same day. 4、 The company’s appointment of securities affairs representative and head of audit department 1. The securities affairs representative appointed Ms. Wen Jing to continue to serve as the company’s securities affairs representative from the date of deliberation and approval of the board of directors to the expiration of the term of office of the sixth board of directors. See the appendix for Ms. Wen Jing’s resume. Ms. Wen Jing has obtained the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange, and her qualification meets the relevant provisions of the stock listing rules of Shenzhen Stock Exchange. The contact information of the securities affairs representative is as follows: office telephone: 010-84793668-898 fax number: 010-84793918 work email: Amy [email protected]. Office address: building A3, yard 50, Anjialou, Chaoyang District, Beijing. Ms. Wen Jing has obtained the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange, and her qualification meets the relevant provisions of the stock listing rules of Shenzhen Stock Exchange. The term of office of the securities affairs representative of the company starts from the date of deliberation and approval at the first meeting of the sixth board of directors to the date of expiration of the term of office of the sixth board of directors of the company. 2. The person in charge of internal audit appoints Yue Yuchao to continue to serve as the person in charge of internal audit of the company. The term of office starts from the date of deliberation and approval by the board of directors to the date of expiration of the term of office of the sixth board of directors. 5、 1. Ms. Chen Rong, an independent director of the 5th board of directors, left her post at the expiration of the term and will not hold any position in the company after leaving her post. As of the disclosure date of this announcement, Ms. Chen Rong did not hold shares of the company, and there were no commitments that should be fulfilled but not fulfilled. 2. Mr. Wang Zifeng, the employee representative supervisor of the 5th board of supervisors, will leave his post upon expiration and will not hold any other position in the company after leaving his post. As of the disclosure date of this announcement, Mr. Wang Zifeng did not hold shares of the company, nor did he have any commitments that should be fulfilled but not fulfilled.
6、 Documents for future reference 1. Resolutions of the company’s first extraordinary general meeting in 2022; 2. Resolutions of the first meeting of the sixth board of directors of the company; 3. Resolutions of the first meeting of the sixth board of supervisors of the company; 4. Independent opinions of independent directors on matters related to the first meeting of the sixth board of directors. It is hereby announced. Attachment of the board of directors on February 11, 2022: General Manager: Mr. Liu Junjun, Chinese nationality, born in 1969, has the right of permanent residence in the United States, graduated from Tsinghua University with a postgraduate degree, worked for IBM and China Hewlett Packard Co., Ltd., has been the general manager of Tianjin meijiem Education Technology Co., Ltd. since 2013, and is now the director and general manager of Dalian My Gym Education Technology Co.Ltd(002621) . Mr. Liu Junjun directly holds 20756547 shares of the company and indirectly holds 6578915 shares of the company through Tianjin magley enterprise management partnership (limited partnership). Mr. Liu Junjun, Mr. Liu Yi, Ms. Wang Yan and Tianjin Maigeli enterprise management partnership (limited partnership) are persons acting in concert. The aforesaid persons acting in concert hold 61309765 shares of the company. Mr. Liu Junjun has no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the company’s shares; After verification by the company, Mr. Liu Junjun is not a “dishonest executee”, and there are no following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) The securities market has not been banned by the CSRC; (3) 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; (4) Administrative punishment by the CSRC in the last three years; (5) Being publicly condemned or criticized by the stock exchange for more than three times in the past three years; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations, and there is no clear conclusion; (7) It is publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court. Deputy general manager and Secretary of the board of directors: Ms. Shi Yu, Chinese nationality, without overseas permanent residency, master of Business Administration of Renmin University of China, master of finance of Tulane University, successively served as senior assistant to the CEO of seaworld-jvc Group Asia, assistant manager of administration of Carlson Group Asia Pacific North China, Beijing Kaiwen Education Technology Co.Ltd(002659) (002659) director, deputy general manager and Secretary of the board of directors, Deputy general manager of Badachu holding group. He is currently Dalian My Gym Education Technology Co.Ltd(002621) vice chairman, deputy general manager and Secretary of the board of directors. Ms. Shi Yu does not hold shares of the company and has no relationship with shareholders, actual controllers and other directors, supervisors and senior managers who hold more than 5% of the shares of the company; After verification by the company, Ms. Shi Yu is not a “dishonest executee” and there are no following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) The securities market has not been banned by the CSRC; (3) 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; (4) Administrative punishment by the CSRC in the last three years; (5) Being publicly condemned or criticized by the stock exchange for more than three times in the past three years; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations, and there is no clear conclusion; (7) It is publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court. Shi Yu meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange, guidelines for standardized operation of listed companies of Shenzhen Stock Exchange and other relevant regulations. Deputy General Manager: Ms. Chen Juan, born in 1983, Chinese nationality, without permanent residency abroad, graduated from Beijing Foreign Studies University, Bachelor of Arts in English, bachelor degree, and completed the on-the-job postgraduate course of child development psychology of the Chinese Academy of Sciences. Since October 2008, he has successively served as the early education instructor of meizhimei Education Technology (Beijing) Co., Ltd., the manager of the curriculum and teaching management department of Beijing meijiem Education Technology Co., Ltd., the director of the curriculum and teaching management department of Tianjin meijiem Education Technology Co., Ltd., and the deputy general manager of Beijing Sanlei Enterprise Management Co., Ltd, Deputy general manager of Dalian My Gym Education Technology Co.Ltd(002621) Beijing Branch since August 2021 and deputy general manager of Dalian My Gym Education Technology Co.Ltd(002621) since February 2020. Ms. Chen Juan does not hold shares of the company and has no relationship with shareholders, actual controllers and other directors, supervisors and senior managers who hold more than 5% of the shares of the company; After verification by the company, Ms. Chen Juan is not a “dishonest executee”, and there are no following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) The securities market has not been banned by the CSRC; (3) 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; (4) Administrative punishment by the CSRC in the last three years; (5) Being publicly condemned or criticized by the stock exchange for more than three times in the past three years; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations, and there is no clear conclusion; (7) It is publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court. Deputy General Manager: Ms. Zhao Fen, born in 1981, Chinese nationality, without overseas permanent residency, graduated from Donghua University of technology with a bachelor’s degree and completed the postgraduate course of enterprise management of the University of foreign trade and economic cooperation. He has successively served as assistant to the general manager of Beijing Beidao Energy Technology Co., Ltd., regional supervisor of Beijing aopeng Distance Education Center Co., Ltd., operation monitoring manager of Beijing Hongcheng Education Technology Co., Ltd., regional manager of operation management of meizhimei Education Technology (Beijing) Co., Ltd., regional manager of operation support and Management Department of Beijing meijim Education Technology Co., Ltd Director of operation support and Management Department of Tianjin meijiem Education Technology Co., Ltd., deputy general manager of Beijing Sanlei Enterprise Management Co., Ltd., and deputy general manager of Dalian My Gym Education Technology Co.Ltd(002621) since February 2020. Ms. Zhao Fen does not hold shares of the company and has no relationship with shareholders, actual controllers and other directors, supervisors and senior managers who hold more than 5% of the shares of the company; After verification by the company, Ms. Zhao Fen is not a “dishonest executee”, and there are no following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) The securities market has not been banned by the CSRC; (3) Securities by
