Securities code: 002093 securities abbreviation: Guomai Technologies Inc(002093) Announcement No.: 2022-004
Guomai Technologies Inc(002093)
Announcement of resolutions of the 20th meeting of the seventh 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.
Guomai Technologies Inc(002093) (hereinafter referred to as "the company") the notice of the 20th meeting of the seventh board of directors was sent to all directors in the form of personal delivery and e-mail on February 9, 2022. The meeting was held in the conference room on the fifth floor of the company by on-site voting at 9:30 a.m. on February 15, 2022. 7 directors should attend the meeting, and 7 directors actually attended the meeting, Some supervisors and senior managers attended the meeting as nonvoting delegates. The convening and voting procedures of this meeting comply with the relevant provisions of the company law and the articles of association. The meeting is presided over by the chairman of the company. After full discussion by the directors present, the following resolutions were adopted:
1、 The proposal on nominating candidates for directors of the eighth board of directors was adopted by 7 votes in favor, 0 against and 0 abstention. This proposal needs to be submitted to the general meeting of shareholders for deliberation.
The term of office of the seventh board of directors of the company will expire. According to the company law, the articles of association and other relevant provisions, the board of directors of the company will be elected in accordance with relevant legal procedures.
The board of directors of the company agrees to nominate Mr. Chen Wei, Ms. Xie Fengping, Mr. Chen Lu, Mr. Wang Longcun, Mr. Ye Yuhuang, Ms. Zheng Lihui and Mr. Su Xiaorong as candidates for directors of the eighth board of directors of the company, among which Mr. Ye Yuhuang, Ms. Zheng Lihui and Mr. Su Xiaorong are candidates for independent directors of the eighth board of directors of the company, The number of independent directors accounts for more than one-third of the total number of directors. The resumes of the above director candidates are shown in the annex.
The total number of directors proposed to be employed by the eighth board of directors of the company who concurrently serve as the company's senior management and staff representatives does not exceed one-half of the total number of directors of the company.
The above director candidates are not allowed to be nominated as directors, and meet the requirements of laws and regulations, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, other provisions of Shenzhen Stock Exchange and the articles of association.
The independent directors of the company expressed independent opinions, considered that the qualifications and nomination procedures of candidates for the eighth board of directors of the company were in line with the relevant provisions of the company law and the articles of association, and agreed to the nomination of the board of directors. company
For the independent opinions expressed by independent directors, see the company's designated information disclosure website（ http://www.cn.info.com.cn. ）。
The qualification and independence of the candidates for independent directors need to be reviewed by Shenzhen Stock Exchange before they can be submitted to the general meeting of shareholders for deliberation. The election of each director of the eighth board of directors of the company shall be voted item by item in the form of cumulative voting. The term of office of the directors of the eighth board of directors of the company shall be three years, calculated from the date of adoption by the general meeting of shareholders of the company. See the company's designated information disclosure website for the full text of the statement of independent director nominees and the statement of independent director candidates（ http://www.cn.info.com.cn. ）。
2、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
It is agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 on Friday, March 4, 2022 to review the relevant proposals submitted by the board of directors and the board of supervisors. The shareholders' meeting adopts the combination of on-site voting and online voting. For the notice of the meeting, see the securities times on February 16, 2022 and the information disclosure website designated by the company（ http://www.cn.info.com.cn. ）。
It is hereby announced.
Guomai Technologies Inc(002093) board of directors February 16, 2022
Annex: I. resume of candidates for non independent directors of Guomai Technologies Inc(002093) the eighth board of directors:
Mr. Chen Wei: born in 1988, Canadian, Bachelor of electronic engineering, University of Toronto, doctor of finance, Xiamen University, visiting scholar of finance, Florida State University. In 2016, he served as the securities analyst of Guotai Junan Securities Co.Ltd(601211) Securities Research Institute and the chairman of Guomai Technologies Inc(002093) since 2018. He also served as a director of Fujian Guomai Group Co., Ltd. (more than 5% of the company's major shareholders), a director of Huihan Microelectronics Co., Ltd. (a company controlled by more than 5% of the company's major shareholders Fujian Guomai Group Co., Ltd.) and a director of Xingyin Fund Management Co., Ltd.
Mr. Chen Wei, the son of Mr. Chen Guoying, the actual controller of the company, has an association with the actual controller of the company, has no association with the directors, supervisors and senior managers of the company, and does not hold shares of the company. There are no circumstances specified in Article 146 of the company law, no punishment by the CSRC and other relevant departments and no disciplinary action by the stock exchange, and no circumstances listed in 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, After inquiry, it has not been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people's court.
Ms. Xie Fengping: born in 1976, Chinese nationality, master's degree, senior economist title, graduated from Xiamen University majoring in finance. After graduating from University, he has been working in Industrial And Commercial Bank Of China Limited(601398) . From October 2016 to June 2020, he successively served as the general manager of the corporate business department and the general manager of the key customer service center of Industrial And Commercial Bank Of China Limited(601398) Fujian Branch of China. From December 2018 to September 2019, he participated in the international strategic talent training course of the head office of China Industrial And Commercial Bank Of China Limited(601398) at the Rose School of business of the University of Michigan. He is currently Guomai Technologies Inc(002093) director and general manager, and concurrently serves as supervisor of Xiamen International Bank Co., Ltd.
As of the announcement date, Ms. Xie Fengping did not hold the company's shares and had no relationship with shareholders holding more than 5% of the company's shares, actual controllers, other directors, supervisors and senior managers of the company. There are no circumstances specified in Article 146 of the company law, no punishment by the CSRC and other relevant departments and no disciplinary action by the stock exchange, and no circumstances listed in 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, After inquiry, it has not been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people's court. Mr. Chen Lu: born in 1979, Chinese, graduated from Fuzhou University, majoring in business administration, bachelor degree, senior economist title; Participated in the preparation and publication of works, including mental health education, career planning and employment guidance, reading book of quality education for college students, and mainly published papers on "Research on the innovation of salary management system in private colleges and universities" and "Analysis on the construction of teaching staff in school enterprise cooperation".
He has successively served as general manager of Guomai Technologies Inc(002093) human resources department and vice president of Fuzhou Institute of technology; Currently Guomai Technologies Inc(002093) director and deputy general manager.
As of the announcement date, Mr. Chen Lu did not hold the company's shares and had no relationship with shareholders holding more than 5% of the company's shares, actual controllers, other directors, supervisors and senior managers of the company. There are no circumstances specified in Article 146 of the company law, no punishment by the CSRC and other relevant departments and no disciplinary action by the stock exchange, and no circumstances listed in 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, After inquiry, it has not been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people's court. Mr. Wang Longcun: born in 1977, Chinese, bachelor, senior engineer, majoring in communication and electronic engineering. He has worked in Guomai Technologies Inc(002093) since 2000 and has successively served as manager, department general manager and technical director. Now he is the director and deputy general manager of Guomai Technologies Inc(002093) and the executive director of Fujian Guomai Biotechnology Co., Ltd. and Fuzhou Guomai Biotechnology Co., Ltd. (a company controlled by Fujian Guomai Group Co., Ltd., which is a major shareholder of the company).
There is no relationship between Mr. Wang Longcun and the shareholders and actual controllers holding more than 5% of the shares of the company. As of the announcement date, 1.125 million shares of the company were held; There are no circumstances specified in Article 146 of the company law, no punishment by the CSRC and other relevant departments and no disciplinary action by the stock exchange, and no circumstances listed in 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, After inquiry, it has not been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people's court. 2、 Guomai Technologies Inc(002093) resume of independent director candidates of the eighth board of directors:
Mr. Ye Yuhuang, born in 1961, is a Chinese, with a postgraduate degree, majoring in communication and electronic systems. He has successively served as a teaching assistant, lecturer, associate professor and professor of Fuzhou University, an independent director of Fujian Newland Digital Technology Co.Ltd(000997) Communication Technology Co., Ltd., and is now a director of Fuchun Technology Co.Ltd(300299) .
As of the announcement date, Mr. Ye Yuhuang did not hold the company's shares, or the shareholders holding more than 5% of the company's shares, and was not punished by the CSRC and other relevant departments or disciplined by the stock exchange under the circumstances specified in Article 146 of the judicial, There are no circumstances listed in 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 have not been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people's court. Ms. Zheng Lihui: born in 1973, Chinese nationality, graduate degree, senior accountant and certified public accountant. In July 1994, he served as a section member of Fujian Provincial Department of finance. From October 1995 to October 2020, he served as professional standard manager, director and deputy chief accountant of Fujian Huaxing certified public accountants Co., Ltd. He is now a partner of Fujian Dahua Certified Public Accountants (special general partnership), Fujian Haixia Environmental Protection Group Co.Ltd(603817) independent director and external supervisor of Fujian strait bank Co., Ltd.
As of the announcement date, Ms. Zheng Lihui did not hold the company's shares and had no relationship with the shareholders holding more than 5% of the company's shares, actual controllers, other directors, supervisors and senior managers of the company. There are no circumstances specified in Article 146 of the company law, no punishment by the CSRC and other relevant departments and no disciplinary action by the stock exchange, and no circumstances listed in 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, After inquiry, it has not been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people's court. Mr. Su Xiaorong: born in 1973, Chinese nationality, graduate degree. In 1995, he served as a section member of Fuzhou State Administration of taxation; 2001: Lawyer of Fujian HaoChen law firm; 2003 lawyer of Fujian Wu haopei law firm; Partner of Fujian HaoChen law firm in 2005; Served as Fujian Rongji Software Co.Ltd(002474) independent director in 2016; He is now the senior partner of Fujian Tuowei law firm, Fuchun Technology Co.Ltd(300299) independent director and Fujian Apex Software Co.Ltd(603383) independent director.
As of the announcement date, Mr. Su Xiaorong did not hold the company's shares and had no relationship with shareholders holding more than 5% of the company's shares, actual controllers, other directors, supervisors and senior managers of the company. There are no circumstances specified in Article 146 of the company law, no punishment by the CSRC and other relevant departments and no disciplinary action by the stock exchange, and no circumstances listed in 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, After inquiry, it has not been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people's court.
