Announcement of resolutions of the 12th (emergency Interim) meeting of the 5th board of directors
Securities code: 300178 securities abbreviation: * ST tengbang Announcement No.: 2022-o17 Tempus Global Business Service Group Holding Ltd(300178)
Announcement of resolutions of the 12th (emergency Interim) meeting of the 5th 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 material omissions.
1、 Meetings of the board of directors
1. Tempus Global Business Service Group Holding Ltd(300178) (hereinafter referred to as “the company”) the 12th (emergency Interim) meeting of the Fifth Board of directors sent a notice to all directors by mail and telephone on February 9, 2022.
2. The meeting was held at 10:00 on February 11, 2022 in the company’s conference room by on-site combined with communication voting.
3. There are 6 directors who should attend and vote at this meeting, and 6 directors who actually attend and vote (independent directors Ms. Guo Zhiqin, Ms. Peng Lifang and Mr. Xu de attend the meeting by means of communication voting). 4. The meeting was convened and presided over by Mr. Zhong Baisheng, chairman of the company, and all supervisors and senior managers of the company attended the meeting as nonvoting delegates.
5. The convening, convening and voting procedures of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
After careful consideration by the directors attending the meeting, the following resolutions were made at the meeting:
1. Proposal on by election of directors of the company
In accordance with the relevant provisions of the company law, the articles of association and other laws and regulations, Mr. Chen Wanfeng was nominated by tengbang Group Co., Ltd., the controlling shareholder of the company, as a non independent director of the Fifth Board of directors of the company (see the appendix for resume), and his term of office is from the date of deliberation and approval by the general meeting of shareholders to the expiration of the term of office of the Fifth Board of directors. Mr. Chen Wanfeng will serve as a member of the audit committee of the Fifth Board of directors after the appointment of directors is approved by the general meeting of shareholders of the company.
Announcement of resolutions of the 12th (emergency Interim) meeting of the 5th board of directors
The proposal was adopted with 6 affirmative votes, 0 negative votes and 0 abstention.
The independent directors of the company expressed their independent opinions on the proposal.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on by election of directors of the company disclosed.
2. Review the proposal on convening the first extraordinary general meeting of shareholders in 2022
The company will hold the first extraordinary general meeting of shareholders in 2022 at 15:00 p.m. on February 28, 2022 in the company’s conference room.
The proposal was adopted with 6 affirmative votes, 0 negative votes and 0 abstention.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed.
3、 Documents for future reference
1. The resolution of the 12th (emergency Interim) meeting of the 5th board of directors signed by the attending directors and stamped with the seal of the board of directors;
2. Independent opinions of independent directors on matters related to the 12th (emergency Interim) meeting of the Fifth Board of directors.
It is hereby announced.
Tempus Global Business Service Group Holding Ltd(300178) board of directors
February 12, 2022
Announcement of resolutions of the 12th (emergency Interim) meeting of the 5th board of directors
enclosure:
Resume
Mr. Chen Wanfeng, born in October 1974, is a Chinese national, a member of the Communist Party of China, has no right of abode abroad, and has a college degree. He has worked in Guangdong Shenzhen sixth detachment of the armed police border defense, Shanwei Highway Bureau, Beijing ocean Decoration Engineering Co., Ltd. and tengbang Group Co., Ltd. and is now the general manager of tengbang Asset Management Group Co., Ltd. Mr. Chen Wanfeng does not hold the company’s shares, has no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the company’s shares, has not been punished by the CSRC and other relevant departments and the stock exchange, and is not a person subject to dishonesty, There are no circumstances specified in article 3.2.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies.
