Securities code: 003001 securities abbreviation: Zhongyan Technology Co.Ltd(003001) Announcement No.: 2022-019 Zhongyan Technology Co.Ltd(003001)
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 second board of directors of Zhongyan Technology Co.Ltd(003001) (hereinafter referred to as “the company”) has expired. In accordance with the relevant provisions of laws, regulations, rules and regulations such as the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the articles of association, the company held the 32nd meeting of the second board of directors on February 15, 2022, The proposal on the general election of candidates for non independent directors of the third board of directors and the proposal on the general election of candidates for independent directors of the third board of directors were reviewed and adopted. The details are as follows:
1、 General election of the board of directors
The third board of directors of the company consists of 9 directors, including 6 non independent directors and 3 independent directors. Upon nomination by the board of directors and careful verification by the nomination committee of the board of directors, the company plans to elect 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, it is proposed to elect Mr. Zhou Jianhe as a candidate for non independent director of the third board of directors of the company. Upon nomination by the board of directors and careful verification by the nomination committee of the board of directors, the company plans to elect Mr. Chen Tao, Mr. Zhang Xinwei and Mr. Gao average as candidates for independent directors of the third board of directors of the company (see Annex for resumes of the above candidates).
Among the candidates for independent directors, Zhang Xinwei is an accounting professional. Mr. Zhang Xinwei and Mr. Gao average have obtained the qualification certificate of independent directors, while Mr. Chen Tao has not obtained the qualification certificate of independent directors. Mr. Chen Tao has made a written commitment to participate in the latest independent director training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange. The qualification of independent director candidates shall be reported to Shenzhen stock exchange for filing and review, and can be submitted to the general meeting of shareholders for deliberation only after there is no objection.
The above director candidates meet the qualifications of directors of the company, and are not found to be prohibited from serving as directors of the company in accordance with the provisions of the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of companies listed on the main board, and the articles of association. They are not dishonest Executees. According to the relevant provisions of the company law, the articles of association and other laws, regulations and rules, the election of directors shall be submitted to the general meeting of shareholders for deliberation, and the cumulative voting system shall be adopted to elect non independent directors and independent directors respectively. The term of office shall be three years from the date of deliberation and approval by the general meeting of shareholders.
After the above director candidates are elected, the total number of directors of the third board of directors and senior managers of the company does not exceed one-half of the total number of directors of the company, and the number of independent directors is not less than one-third of the total number of members of the board of directors of the company.
2、 Opinions of independent directors
The independent directors of the company reviewed the nomination procedures, voting procedures and the qualification of director candidates in this general election, and expressed their agreed independent opinions. For details, please refer to (www.cn. Info. Com. CN.) Independent opinions of independent directors on matters related to the 32nd meeting of the second board of directors.
3、 Other instructions
In order to ensure the normal operation of the board of directors, the original directors will continue to perform their duties in accordance with the requirements of laws and regulations, normative documents and the provisions of the articles of association before the new directors take office. Mr. Shi Zigang, a non independent director of the second board of directors of the company, will no longer hold the post of non independent director of the company after the establishment of the new board of directors, and will still hold the post of deputy general manager of the company before the completion of the second term of senior management. After the establishment of the new board of directors, Mr. Song Erxiang, an independent director, will no longer serve as a director of the company or any other position of the company. As of the date of this announcement, Mr. Shi Zigang directly holds 968404 shares of the company and indirectly holds 0.01% of the shares of the company through Shijiazhuang Zhongyan Investment Management Center (limited partnership). He will carry out share management in strict accordance with the requirements of relevant laws, regulations and normative documents; Mr. Song Erxiang does not hold shares in the company.
All directors of the second board of directors of the company expressed their heartfelt thanks for their diligent work and contributions to the company during their tenure.
It is hereby announced.
Annex 1: resume of candidates for non independent directors of the third board of directors
Annex 2: resume of independent director candidates of the third board of directors
Zhongyan Technology Co.Ltd(003001) board of directors February 16, 2022 Annex 1: resume of candidates for non independent directors of the third board of directors
1. Wang Lijian
Mr. Wang Lijian, Chinese nationality, born in 1976, graduated from Tianjin University with a master’s degree, EMBA of China Europe International Business School and a first-class constructor. From March 2002 to December 2008, he served as the project manager of China Jingye Engineering Technology Co., Ltd; From December 2008 to September 2015, he served as the general manager and chairman of Beijing Zhongyan Technology Co.Ltd(003001) Engineering Technology Co., Ltd; From September 2021 to now, he has served as the chairman of Beijing Zhongyan Technology Co.Ltd(003001) Environmental Technology Co., Ltd; From November 2021 to now, he has served as a director of Tianjin Zhongyan Technology Co.Ltd(003001) Material Technology Co., Ltd; Since September 2015, he has served as the chairman of the company.
As of the date of this announcement, Mr. Wang Lijian directly holds 34504227 shares of the company and indirectly holds 0.07% of the company’s shares through Shijiazhuang Zhongyan Investment Management Center (limited partnership); As the controlling shareholder and actual controller of the company, and acting in concert with the shareholders Wu Jianbo and Wu Siyu; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no cases in which the judicial organ files a case for investigation due to suspected crimes or the CSRC files a case for inspection due to suspected violations of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; There is no circumstance in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which stipulates that they shall not be nominated as directors, and their qualifications meet the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association.
2. Wu Jianbo
Mr. Wu Jianbo, Chinese nationality, without permanent residency abroad, born in 1976, graduated from China University of mining and technology with a master’s degree, EMBA of National Development Research Institute of Peking University, registered civil engineer (rock and soil), class I constructor.
From July 2002 to December 2008, he served as an engineer of construction comprehensive survey, research and Design Institute Co., Ltd; Deputy general manager of Beijing Zhongyan Technology Co.Ltd(003001) Engineering Technology Co., Ltd. from December 2008 to September 2015; In January 2021, he served as the executive director of Beijing Zhongyan Zhibo Technology Co., Ltd; From September 2021 to now, he has served as a director of Beijing Zhongyan Technology Co.Ltd(003001) Environmental Technology Co., Ltd; From November 2021 to now, he has served as a director of Tianjin Zhongyan Technology Co.Ltd(003001) Material Technology Co., Ltd; Since September 2015, he has served as the vice chairman of the company.
As of the date of this announcement, Mr. Wu Jianbo directly holds 17248260 shares of the company and indirectly holds 0.60% of the company’s shares through Shijiazhuang Zhongyan Investment Management Center (limited partnership); Acting in concert with Wang Lijian, the controlling shareholder and actual controller of the company, and Wu Siyu, the shareholder; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no cases in which the judicial organ files a case for investigation due to suspected crimes or the CSRC files a case for inspection due to suspected violations of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; There is no circumstance in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which stipulates that they shall not be nominated as directors, and their qualifications meet the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association.
3. Wu Siyu
Mr. Wu Siyu, Chinese nationality, without permanent residency abroad, was born in 1978 and graduated from Tsinghua University with a doctorate. From January 2008 to May 2010, he served as an engineer of China Jingye Engineering Technology Co., Ltd; Deputy general manager of Beijing Zhongyan Technology Co.Ltd(003001) Engineering Technology Co., Ltd. from May 2010 to September 2015; From November 2021 to now, he has served as the chairman of Tianjin Zhongyan Technology Co.Ltd(003001) Material Technology Co., Ltd; Since September 2015, he has served as the director and general manager of the company.
As of the date of this announcement, Mr. Wu Jianbo directly holds 13912548 shares of the company and indirectly holds 0.48% of the company’s shares through Shijiazhuang Zhongyan Investment Management Center (limited partnership); Acting in concert with Wang Lijian, the controlling shareholder and actual controller of the company, and Wu Jianbo, the shareholder; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no cases in which the judicial organ files a case for investigation due to suspected crimes or the CSRC files a case for inspection due to suspected violations of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; There is no circumstance in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which stipulates that they shall not be nominated as directors, and their qualifications meet the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association.
4. Liu Jianguo
Mr. Liu Jianguo, Chinese nationality, without permanent residency abroad, born in 1964, graduated from Tianjin University with a master’s degree, professor level senior engineer and registered civil engineer (rock and soil). From April 1988 to January 2015, he successively served as the engineer, deputy director and chief engineer of the foundation Institute of MCC Construction Research Institute Co., Ltd; From February 2015 to September 2015, he served as deputy general manager and chief engineer of Beijing Zhongyan Technology Co.Ltd(003001) Engineering Technology Co., Ltd; Since September 2015, he has served as a director, deputy general manager and chief engineer of the company.
As of the date of this announcement, Mr. Liu Jianguo directly holds 1698185 shares of the company; There is no relationship with other shareholders, controlling shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the company’s shares; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no cases in which the judicial organ files a case for investigation due to suspected crimes or the CSRC files a case for inspection due to suspected violations of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; There is no circumstance in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which stipulates that they shall not be nominated as directors, and their qualifications meet the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association.
5. Niu Hui
Mr. Niu Hui, Chinese nationality, without permanent residency abroad, was born in 1983 and graduated from China University of Geosciences with a college degree and a second-class registered constructor. From December 2008 to now, he has successively served as Zhongyan Technology Co.Ltd(003001) foreman, production manager, project manager, Department Manager of geotechnical Department 5 and department manager of geotechnical department 7; Deputy general manager of the company since December 2020.
As of the date of this announcement, Mr. Niu Hui directly holds 272842 shares of the company; There is no relationship with other shareholders, controlling shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the company’s shares; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no cases in which the judicial organ files a case for investigation due to suspected crimes or the CSRC files a case for inspection due to suspected violations of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; There is no circumstance in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which stipulates that they shall not be nominated as directors, and their qualifications meet the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association.
6. Zhou Jianhe
Mr. Zhou Jianhe, senior engineer, Chinese nationality, without overseas permanent residency, born in 1968, graduated from Beijing Jiaotong University, majoring in transportation management engineering, Graduate School of management, Chinese Academy of Sciences, EMBA of China Europe International Business School, and EMBA of Wudaokou School of finance, Tsinghua University. From May 2005 to may 2012, he served as the executive deputy general manager of Jiangsu Yangkou Port Investment and Development Co., Ltd. From June 2012 to December 2016, he served as Heilongjiang Interchina Water Treatment Co.Ltd(600187) director, executive vice president and president. From January 2017 to now, he has successively served as the investment managing director of Shanghai Fosun high tech (Group) Co., Ltd., the executive president of energy, environment and intelligent equipment group, and the director of Shanghai Zhonghe environmental protection Co., Ltd. in November 2018. He has been a director of the company since November 2017.
Mr. Zhou Jianhe has not held any shares in the company; There is no relationship with other shareholders, controlling shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the company’s shares; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no cases in which the judicial organ files a case for investigation due to suspected crimes or the CSRC files a case for inspection due to suspected violations of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; There is no circumstance in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which stipulates that they shall not be nominated as directors, and their qualifications meet the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association.
Annex 2: resume of independent director candidates of the third board of directors
1. Zhang Xinwei
Mr. Zhang Xinwei, Chinese nationality, without permanent residency abroad, born in 1971, graduated from North University of technology with a bachelor’s degree, intermediate economist, certified public accountant and asset appraiser. From 2000 to 2011, he successively served as ShineWing certified public accountants（
