Securities code: 300061 securities abbreviation: Qitian Technology Group Co.Ltd(300061) Announcement No.: 2022-021 Qitian Technology Group Co.Ltd(300061)
Announcement on the resolutions of the 19th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Qitian Technology Group Co.Ltd(300061) (hereinafter referred to as “the company”) held the 19th meeting of the 5th board of directors by means of on-site and communication in the company’s conference room on February 16, 2022. The notice was delivered to all directors by e-mail on October 2022. There were 7 directors who should attend the meeting and 7 actually attended the meeting. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the provisions of the company law and the articles of association. All directors present at the meeting jointly elected Mr. Li Tiansong as the moderator of the meeting. After voting by all directors, the following resolutions are formed:
1、 Deliberated and passed the proposal on electing the chairman and vice chairman of the company;
Elect Mr. Li Tiansong as the chairman of the 5th board of directors and Mr. Liu Tao as the vice chairman of the 5th board of directors. The term of office starts from the date of deliberation and approval of the current board of directors to the expiration of the current board of directors.
The motion was passed by 7 votes in favor, 0 against and 0 abstention.
2、 Deliberated and adopted the proposal on adjusting the composition of special committees of the board of directors;
According to the changes of directors and independent directors of the company, the composition of the special committee of the board of directors is adjusted. The adjusted composition is as follows:
Four members of the strategy committee are as follows: Li Tiansong (Chairman), Liu Tao, Zhang Li and Gao Lili; There are three members of the audit committee, including Liu Xitong (Chairman), Zhang Lili and Gao Lili;
There are 3 members of the nomination committee, including Xiong Hui (Chairman), Zhang Li and Gao Lili;
The remuneration and assessment committee consists of 3 members, including Gao Lili (Chairman), Zhang Li and Xiong Hui.
The motion was passed by 7 votes in favor, 0 against and 0 abstention.
From the date of deliberation and approval of the second board of directors to the expiration of the current board of directors; Nominated by the CEO of the company and reviewed by the nomination committee of the board of directors, it is agreed to appoint Mr. Chen Mingjun as the president of the company. The term of office starts from the date of deliberation and approval of the board of directors to the expiration of the current board of directors.
Independent directors have expressed independent opinions on this proposal.
The motion was passed by 7 votes in favor, 0 against and 0 abstention.
The resumes of the above personnel are shown in the annex.
It is hereby announced.
Qitian Technology Group Co.Ltd(300061) board of directors February 16, 2022
Li Tiansong, male, Chinese nationality, has no right of permanent residence abroad. Born in 1976, CPC member, bachelor degree, senior political engineer. He is currently the chairman of the company, deputy general manager of Yancheng Chengnan New Area Development and Construction Investment Co., Ltd. and general manager of Yancheng big data group Co., Ltd. He has successively served as a teacher of Yancheng higher normal school, secretary and deputy director of the comprehensive office of the development and construction headquarters of Chengnan New Area, deputy director and director of the office of the Industrial Management Committee of Chengnan New Area, and Secretary of the Party Working Committee of Huanghai street of Chengnan New Area. Mr. Li Tiansong does not hold the company’s shares and has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers of the company who hold more than 5% of the voting shares of the company other than Yancheng yannanxing Road Industrial Investment Fund (limited partnership); There are no circumstances listed in article 3.2.3 of the guidelines for self discipline and supervision of listed companies No. 2 – standardized operation of companies listed on the gem, no punishment by the CSRC and other relevant departments and disciplinary sanctions by the stock exchange, and no circumstances in which the case is filed for investigation by the judicial organ for suspected crime or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, and no clear conclusion has been reached, 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.
Liu Tao, male, Chinese nationality, without permanent residency abroad. Born in 1973, graduate degree, Tsinghua Wudaokou finance EMBA. He is currently the vice chairman of the company, the director of the office of the board of directors and the executive partner of Shanghai Zhenyuan enterprise management partnership (limited partnership). Once worked in China Construction Bank Corporation(601939) Heilongjiang Branch and Shanghai Yinshang Information Co., Ltd. under China UnionPay; He once served as executive director and general manager, chairman and general manager of Shanghai Qiji Intelligent Technology Co., Ltd., vice chairman, general manager, CEO and chairman of the company. Mr. Liu Tao directly holds 22808946 shares of the company and controls 93195588 shares of the company through Shanghai Zhenyuan enterprise management partnership (limited partnership); There is no affiliated relationship with shareholders holding more than 5% of the voting shares of the company, actual controllers, other directors, supervisors and senior managers of the company other than Shanghai Zhenyuan enterprise management partnership (limited partnership); There are no cases listed in article 3.2.3 of the guidelines for self regulation and supervision of listed companies No. 2 – standardized operation of companies listed on the gem, no punishment from the CSRC and other relevant departments, no public condemnation or criticism circulated by the stock exchange for more than three times, and no cases filed and investigated by judicial organs for crimes involving suspects or suspected of violations of laws and regulations Where there is no definite conclusion, it has not been included in the list of dishonest persons subject to execution by the people’s court.
Zhang Li, female, Hong Kong nationality, China. Born in 1974, graduate degree. He is currently the director and CEO of the company, the chairman of Jiangsu Xiaoqi Oufei Technology Co., Ltd. and the non-executive director of 99 technology Ltd. He once served as Hong Kong Telecom Guan Peisheng, general manager of Ctrip Hong Kong, chairman, President and one of the founders of Shanghai Hanyin Information Technology Co., Ltd., and executive director of 99 technology Ltd. Ms. Zhang Li is the executive partner of Xiamen Yingjie equity investment partnership (limited partnership). Xiamen Yingjie equity investment partnership (limited partnership) holds 33261165 shares of the company, which is a shareholder holding more than 5% of the shares of the company. Ms. Zhang Li has no relationship with shareholders holding more than 5% of the voting shares of the company, actual controllers, other directors, supervisors and senior managers of the company, and there is no situation listed in article 3.2.3 of the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of companies listed on GEM, Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, and have not been filed for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations without a clear conclusion.
Zhang Lili, female, Chinese nationality, without permanent residency abroad. Born in 1978, CPC member, bachelor degree, senior accountant and auditor. Now he is the director of the company and the director of the financial department of Yancheng Chengnan New Area Development and Construction Investment Co., Ltd.
He has successively served as the accountant of the finance section of Yancheng Metal Materials Corporation, the clerk of the tax office of Yancheng Local Taxation Bureau, and the deputy director of the general ledger accounting and Finance Department of Yancheng Chengnan New Area Development and Construction Investment Co., Ltd. Ms. Zhang Lili does not hold the company’s shares and has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the company’s voting shares; There are no circumstances listed in article 3.2.3 of the guidelines for self discipline and supervision of listed companies No. 2 – standardized operation of companies listed on the gem, no punishment by the CSRC and other relevant departments and disciplinary sanctions by the stock exchange, and no circumstances in which the case is filed for investigation by the judicial organ for suspected crime or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, and no clear conclusion has been reached, 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.
Liu Xitong, female, Chinese nationality, has no right of permanent residence abroad. Born in 1974, bachelor degree. Senior accountant, certified tax agent and certified public accountant. Now he is an independent director of the company and a partner of Jiangsu Branch of Dahua Certified Public Accountants (special general partnership). He once served as the audit assistant and project manager of Jiangsu Xingya certified public accountants, the manager of the Audit Department II of Jiangsu Branch of Yuehua certified public accountants, and was stationed in the supervisory board of provincial enterprises of Jiangsu SASAC to engage in the financial audit of provincial state-owned enterprises, the manager of the Audit Department of Jiangsu tianqin certified public accountants, and the senior project manager and deputy director of the quality management department of Jiangsu Fuhua certified public accountants, Deputy director of Nanjing Yongning certified public accountants Co., Ltd. 27 years of experience in accounting firms, organized and coordinated the relevant audit work of many large and medium-sized enterprises, and accumulated rich audit practice experience. Ms. Liu Xitong does not hold the company’s shares, has no relationship with shareholders holding more than 5% of the company’s voting shares, actual controllers, other directors, supervisors and senior managers of the company, and has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, There is no case of being placed on file for investigation by judicial organs due to suspected crimes or being placed on file for inspection by CSRC due to suspected violations of laws and regulations, and there is no clear conclusion. It meets the requirements for the appointment conditions and independence of independent directors as stipulated in the rules for independent directors of listed companies and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, 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.
Xiong Hui, male, Chinese nationality, without permanent residency abroad. Born in 1978, with master’s degree and lawyer qualification. He is currently an independent director of the company, a partner of Guohao law firm (Nanjing) and an independent director of Jiangsu Zhongtian Technology Co.Ltd(600522) submarine cable Co., Ltd. He was a lawyer and partner of Jiangsu Tianhao law firm. Mr. Xiong Hui does not hold the company’s shares, has no relationship with the shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the voting shares of the company, and has not been punished by the CSRC and other relevant departments or the discipline of the stock exchange, There is no case of being placed on file for investigation by judicial organs due to suspected crimes or being placed on file for inspection by CSRC due to suspected violations of laws and regulations, and there is no clear conclusion. It meets the requirements for the appointment conditions and independence of independent directors as stipulated in the rules for independent directors of listed companies and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, 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, and has obtained the qualification certificate of independent director recognized by the CSRC.
Gao Lili, male, Chinese nationality, without permanent residency abroad. Born in 1983, with a master’s degree. He is currently an independent director of the company, the chairman of Shanghai Jianchuang science and technology development foundation and an independent director of Cashway Fintech Co.Ltd(603106) . He once served as a management trainee of Unilever (China) Co., Ltd., the investment director of Shanghai huitou Holding Group Co., Ltd., the executive vice president of China Science Investment Management Group Co., Ltd., the deputy general manager of China Construction Investment Huake Investment Co., Ltd., and the general manager of China Construction Investment capital (Tianjin) Investment Management Co., Ltd. Mr. Gao Lili does not hold the company’s shares, has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the company’s voting shares, and has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, There is no case of being placed on file for investigation by judicial organs due to suspected crimes or being placed on file for inspection by CSRC due to suspected violations of laws and regulations, and there is no clear conclusion. It meets the requirements for the appointment conditions and independence of independent directors as stipulated in the rules for independent directors of listed companies and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, 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, and has obtained the qualification certificate of independent director recognized by the CSRC.
Chen Mingjun, male, Chinese nationality, without permanent residency abroad. Born in 1971, graduate degree, certified public accountant. He is currently the president of the company and once served as an employee of Bank Of China Limited(601988) Yangzhou Branch, assistant chief financial officer of Guangdong Kelon Electric Appliance Co., Ltd., vice president of strategic business of Singapore Fenglong Asia (China) Co., Ltd., deputy investment manager of Shanghai Jinjiang International Group, assistant general manager and investment director of financial business department, deputy general manager of Yangzhou modern financial investment group and vice president of the company. Mr. Chen Mingjun does not hold the company’s shares, has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the company’s voting shares, and does not have the circumstances listed in article 3.2.3 of the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of companies listed on GEM, Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, and have not been placed on file for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations without a clear conclusion, 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.
