Securities code: 003001 securities abbreviation: Zhongyan Technology Co.Ltd(003001) Announcement No.: 2022-015 Zhongyan Technology Co.Ltd(003001)
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 second board of directors 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 director candidates for the new board of directors has not been completed, the company has appropriately extended the general election of the board of directors. 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 directors (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 directors
According to the development of the company, the third board of directors of the company is composed of 9 directors (including 6 non independent directors and 3 independent directors). The directors can be concurrently held by the manager or other senior managers, but the total number of directors concurrently holding the positions of manager or other senior managers and directors held by employee representatives shall not exceed half of the total number of directors of the company. The term of office of the directors 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 directors
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 director candidates (see Annex for the sample of recommendation of director candidates)
(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 third board of directors in writing to the second board of directors. The number of persons nominated by a single nominee shall not exceed the number of non independent directors to be elected this time.
(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 independent director candidates for the third session of the board of directors in writing to the second session of the board of directors. The number of persons nominated by a single nominee shall not exceed the number of independent directors to be elected this time.
4、 Procedures for this general election
(I) the recommender shall recommend director candidates to the company and submit relevant documents in the manner agreed in this announcement from the date of this announcement to 17:00 on February 12, 2022. After the nomination time expires, the company will no longer accept the nomination of director candidates from all parties.
(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 candidates for directors 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 directors after being elected. The candidates for independent directors shall also make relevant statements according to law;
(V) when the independent directors' meeting is held in Shenzhen, the candidate's resume can be submitted to the independent directors' meeting (V) after the independent directors' meeting has been reviewed, but not limited to the notice of no objection issued by the Shenzhen Stock Exchange;
(VI) before the members of the new board of directors take office, the directors of the second board of directors shall continue to perform their duties in accordance with the provisions of relevant laws and regulations.
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) Five or more direct or indirect shareholders of the company or their direct relatives who have held more than 5% of the shares of the company;
(4) Persons who hold posts in the controlling shareholders, actual controllers and their affiliated enterprises of the company and their immediate family members; (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, copies of education / degree / professional title certificate and qualification certificate of the recommended director candidate; In case of nominating independent director candidates, the statement of independent director nominees, statement of independent director candidates, resume of independent directors and copies of independent director qualification certificates shall also be provided;
4. Written opinions issued by the recommended director candidate to accept the recommendation and ensure that the information provided is true and complete, as well as the candidate's statement;
5. Other conditions of this announcement can be proved.
(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 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) board of directors February 11, 2022 Annex:
Zhongyan Technology Co.Ltd(003001)
Recommendation of candidates for the third session of the board of directors
Contact number of recommender
Recommended candidate category □ non independent director □ independent director (Please tick "√" before director category)
Candidate information
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
