Securities code: 003001 securities abbreviation: Zhongyan Technology Co.Ltd(003001) Announcement No.: 2022-018 Zhongyan Technology Co.Ltd(003001)
Announcement of resolutions of the 32nd meeting of the second 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、 Meetings of the board of directors
The 32nd meeting of the second board of directors of Zhongyan Technology Co.Ltd(003001) (hereinafter referred to as “the company”) was held in the conference room of the company on February 15, 2022 (Tuesday). The notice of the meeting was sent to all directors by mail or by hand on February 12, 2022. There were 9 directors who should attend the meeting, and 9 actually attended the meeting (including director Zhou Jianhe, independent directors song Erxiang, Gao average and Zhang Xinwei who attended the meeting by means of communication). The meeting was presided over by Chairman Wang Lijian, and some supervisors and senior executives attended the meeting as nonvoting delegates.
The convening of the meeting complies with the provisions of relevant laws, regulations, rules and the articles of association, and the meeting is legal and effective. 2、 Deliberations of the board of directors
After full discussion, deliberation and voting by the directors present at the meeting, the following resolutions are formed:
(I) the proposal on the general election of candidates for non independent directors of the third session of the board of directors was deliberated and adopted. The voting results were: 9 in favor, 0 against and 0 abstention.
Since the term of office of the second board of directors of the company has expired, in accordance with the relevant provisions of the company law, the securities law, 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 and regulations, normative documents and the articles of association. Upon nomination by the board of directors and careful verification by the nomination committee of the board of directors, the company elected Mr. Wang Lijian, Mr. Wu Jianbo, Mr. Wu Siyu, Mr. Liu Jianguo and Mr. Niu Hui as candidates for non independent directors of the third board of directors of the company; Nominated by the company’s shareholder Shanghai Fosun high tech (Group) Co., Ltd. and carefully verified by the nomination committee of the board of directors, Mr. Zhou Jianhe was elected as a candidate for non independent director of the third board of directors of the company. The term of office of the above non independent director candidates shall be three years from the date of election and approval by the general meeting of shareholders of the company.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting system shall be adopted to elect non independent directors respectively.
In order to ensure the normal operation of the board of directors, the directors of the second board of directors of the company will continue to perform their duties before the new board of directors is elected.
The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) The announcement on the general election of the board of directors (Announcement No.: 2022-019) and the independent opinions of independent directors on matters related to the 32nd meeting of the second board of directors disclosed.
(II) deliberated and adopted the proposal on the general election of independent director candidates of the third board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
Since the term of office of the second board of directors of the company has expired, in accordance with the relevant provisions of the company law, the securities law, 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 and regulations, normative documents and the articles of association. Upon the recommendation of the board of directors and careful verification by the nomination committee of the board of directors, it is agreed to nominate Mr. Chen Tao, Mr. Gao average and Mr. Zhang Xinwei (accounting professionals) as candidates for independent directors of the third board of directors of the company for a term of three years from the date of deliberation and approval by the general meeting of shareholders of the company.
The qualification and independence of independent director candidates shall be reviewed by Shenzhen Stock Exchange and submitted to the general meeting of shareholders of the company for deliberation. Mr. Gao average and Mr. Zhang Xinwei have obtained the qualification certificate of independent director in accordance with relevant regulations; Mr. Chen Tao has not obtained the qualification certificate of independent director. He has promised in writing that he will participate in the latest independent director training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange.
The independent directors of the company have expressed their independent opinions on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting system shall be adopted to elect independent directors respectively.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) The announcement on the general election of the board of directors (Announcement No.: 2022-019), the independent opinions of independent directors on matters related to the 32nd meeting of the second board of directors, the statement of independent director nominees, the statement of independent director candidates, and the letter of commitment on participating in the training of independent directors and obtaining the qualification certificate of independent directors (Chen Tao). (III) deliberated and adopted the proposal on Amending the rules of procedure of the board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
The articles of association of the company are hereby amended in accordance with the actual conditions of the company and the relevant provisions of the company law.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) The full text of the rules of procedure of the board of directors disclosed.
(IV) deliberated and passed the proposal on convening the first extraordinary general meeting of shareholders in 2022
Voting results: 9 in favor, 0 against and 0 abstention.
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on March 3, 2022. At that time, relevant proposals will be considered through the combination of on-site meeting and online voting.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-022).
3、 Documents for future reference
1. Resolutions of the 32nd meeting of the second board of directors of the company;
2. Independent opinions of independent directors on matters related to the 32nd meeting of the second board of directors.
It is hereby announced.
Zhongyan Technology Co.Ltd(003001) board of directors February 16, 2022
