Securities code: 003001 securities abbreviation: Zhongyan Technology Co.Ltd(003001) Announcement No.: 2022-016 Zhongyan Technology Co.Ltd(003001)
Suggestive announcement on the general election of the board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The term of office of the second board of supervisors of Zhongyan Technology Co.Ltd(003001) (hereinafter referred to as "the company") has expired on September 18, 2021. In view of the fact that the nomination of supervisor candidates for the new board of supervisors has not been completed, the company has appropriately extended the general election of the board of supervisors. On September 16, 2021, the company disclosed the announcement on the renewal of the board of directors and the board of supervisors (Announcement No.: 2021-064). In order to successfully complete the general election of the board of supervisors (hereinafter referred to as "this general election"), the company announced the following matters related to this general election in accordance with the company law, the articles of association and other relevant provisions:
1、 Composition of the third board of supervisors
The third board of supervisors of the company consists of three supervisors, including two shareholder representative supervisors and one employee representative supervisor. The board of supervisors shall include shareholder representatives and an appropriate proportion of employee representatives of the company, of which the proportion of employee representatives shall not be less than one-third. The term of office of the supervisor shall be calculated from the date of election and approval by the general meeting of shareholders, and the term of office shall be three years.
2、 Election method of supervisors
According to the provisions of the articles of association, the employee representative supervisors shall be democratically elected by the employee congress of the company; The number of supervisors who can be elected by the shareholders' meeting is the same as the number of supervisors who can be elected by the shareholders' meeting.
3、 Recommendation of supervisor candidates (see Annex for the sample of recommendation of supervisor candidates)
(I) recommendation of supervisor candidates held by shareholder representatives
The board of supervisors of the company and the shareholders who individually or jointly hold more than 3% of the issued shares of the company on the date of this announcement may nominate and recommend the candidate of shareholder representative supervisor of the third board of supervisors in writing to the second board of supervisors of the company. The number of persons nominated by a single nominee shall not exceed the number of non employee representative supervisors to be elected this time.
(II) recommendation of employee representative supervisor candidates
The candidates for employee representatives and supervisors shall be democratically elected by the employee congress of the company.
4、 Procedures for this general election
(I) the recommender shall recommend supervisor candidates and submit relevant documents to the board of supervisors of the company in the manner agreed in this announcement from the date of this announcement to 17:00 on February 12, 2022.
(II) after the expiration of the recommended time, the company will conduct qualification examination on the recommended supervisors, and the qualified supervisors will be submitted to the board of supervisors for deliberation;
(III) after the expiration of the above nomination time, the board of supervisors of the company shall convene a meeting to examine the qualifications of the nominated candidates for shareholder representative supervisors, confirm the list of candidates for shareholder representative supervisors, and submit them to the general meeting of shareholders of the company for deliberation in the form of proposals;
(IV) the candidate for supervisor shall make a written commitment before the shareholders' meeting, agree to accept the nomination, promise that the information is true, accurate, complete and qualified, and ensure to perform the duties of supervisor after being elected;
(V) before the new board of supervisors takes office, the supervisors of the second board of supervisors of the company continue to perform their duties in accordance with the provisions of relevant laws and regulations.
5、 Qualification of supervisors
According to the provisions of the company law, the articles of association and relevant laws and regulations, the candidates for supervisors of the company shall be natural persons. Those who have the facts described in the following articles shall not be nominated as supervisors of the company:
1. Having no or limited capacity for civil conduct;
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, administrative regulations or departmental rules and the articles of association.
6、 Relevant documents to be provided by the recommender
(I) to recommend candidates for supervisors, the following documents must be provided to the board of supervisors of the company:
1. Recommendation letter for supervisor candidates (original, see Annex for format);
2. Photocopy of the identity certificate of the recommended supervisor candidate (original for future reference);
3. Resume and copies of education and degree certificates of the recommended supervisor candidates;
4. 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 supervisor candidates to the board of supervisors of the company is as follows:
1. This recommendation is limited to personal delivery or mailing;
2. The recommender must deliver or mail relevant documents to the designated contact person of the company before 17:00 on February 12, 2022. The prescription is valid;
3. The nominees and nominees are obliged to cooperate with the company in investigating the authenticity of nomination documents and materials, and submit further documents and materials as required by the company.
7、 Contact information
(I) contact: Niu Pengfei, Liu Yan
(II) contact Department: Securities Investment Department
(III) Tel: 010-68809559
(IV) fax: 010-68800097
(V) address: 12 / F, Tongjing building, No. 2, Apple Garden Road, Shijingshan District, Beijing
(VI) postal code: 100041
It is hereby announced.
Zhongyan Technology Co.Ltd(003001) attachment of the board of supervisors on February 11, 2022:
Zhongyan Technology Co.Ltd(003001)
Recommendation of candidates for the third session of supervisors
Contact number of recommender
Information of nominated shareholder representative supervisor candidates
Name date of birth sex
Telephone fax email
Qualification: whether it meets the requirements of the company
□ yes □ no (Please tick "√" before the category)
Resume of the conditions specified in the report (including educational background, professional title, detailed work resume, part-time work, etc., which can be attached separately) and other descriptions (including but not limited to whether there is an association with the company or the controlling shareholder and actual controller of the company; the number of shares held by the company; whether it has been punished by the CSRC and other relevant departments and the stock exchange, etc.) (seal / signature):
specific date
