Securities code: 000980 securities abbreviation: * ST Zhongtai Announcement No.: 2022-026 Zotye Automobile Co.Ltd(000980)
Announcement of resolutions of the first meeting of the eighth board of directors
The company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
1. Zotye Automobile Co.Ltd(000980) (hereinafter referred to as “the company”) the notice of the first meeting of the eighth board of directors was sent in writing or by fax on February 7, 2022.
2. The meeting was held on February 17, 2022 in the conference room on the second floor of Yongkang Zhongtai Automobile Co., Ltd. in the form of on-site + communication.
3. There are 9 directors of the company and 9 directors actually participating in the meeting and voting.
4. The meeting was proposed by all directors and jointly elected Mr. Huang Jihong to preside over the meeting. Supervisors and senior managers of the company attended the board meeting as nonvoting delegates.
5. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
1. The proposal on electing the chairman of the 8th board of directors of the company was deliberated and adopted;
The meeting elected Mr. Huang Jihong as the chairman of the eighth board of directors of the company with 9 affirmative votes, 0 negative votes and 0 abstention. The term of office is three years from the date of adoption of the resolution of the board of directors.
2. The proposal on the election of members of the special committee of the eighth board of directors of the company was deliberated and adopted; According to the relevant provisions of the implementation rules of the strategy committee, nomination committee, audit committee and remuneration and assessment committee of the board of directors, the board of directors unanimously agreed that the composition of the special committees of the eighth board of directors of the company is as follows:
1) Members of the strategy committee: Huang Jihong, Lian Gang, ye Changqing, Wang Wulin and Zhao Wanhua; convener: Huang Jihong;
Voting result: it was adopted after deliberation with 9 affirmative votes, 0 negative votes and 0 abstention.
2) Members of the nomination committee: Huang Jihong, Liu ya, Cui Xiaozhong, Wang Wulin and Zhao Wanhua; convener: Zhao Wanhua;
Voting result: it was adopted after deliberation with 9 affirmative votes, 0 negative votes and 0 abstention.
3) Members of the Audit Committee: Liu ya, Lian Gang, Cui Xiaozhong, Wang Wulin, Zhao Wanhua, convener: Cui Xiaozhong;
Voting result: it was adopted after deliberation with 9 affirmative votes, 0 negative votes and 0 abstention.
4) Members of the remuneration and assessment committee: Lian Gang, Liu ya, Cui Xiaozhong, Wang Wulin, Zhao Wanhua, convener: Wang Wulin.
Voting result: it was adopted after deliberation with 9 affirmative votes, 0 negative votes and 0 abstention.
3. Deliberated and passed the proposal on appointing the president and Secretary of the board of directors of the company;
The appointment of the president of the company was approved by the chairman of the board of directors with 9 consecutive votes, and the appointment of the president of the company was approved by the chairman of the board of directors with 0 abstention. The term of office is three years from the date of adoption of the resolution of the board of directors.
According to the nomination of the chairman of the company, the meeting appointed Mr. Yang Haifeng as the Secretary of the board of directors of the company with 9 votes in favor, 0 against and 0 abstention. The term of office is three years from the date of adoption of the resolution of the board of directors.
4. The proposal on the appointment of vice president, chief financial officer and securities affairs representative of the company was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention.
According to the nomination of President Lian Gang, the meeting appointed Ms. Liu Ya as the vice president of the company with 9 affirmative votes, 0 negative votes and 0 abstention. Ms. Yu Lili was appointed as the chief financial officer of the company with 9 in favor, 0 against and 0 abstention. With 9 in favor, 0 against and 0 abstention, Ms. Wang Fei was appointed as the securities affairs representative of the company. The term of office is three years from the date of adoption of the resolution of the board of directors of the company.
The independent directors of the company expressed independent opinions on the appointment of senior managers of the company, and believed that: after review, the resumes of the senior managers appointed this time comply with the provisions of the company law, there is no case that they are determined as market prohibited by the CSRC and the prohibition has not been lifted, and their qualifications are legal. The procedures for the appointment of senior managers this time comply with the relevant provisions of national laws and regulations, the articles of association and the stock listing rules of Shenzhen Stock Exchange; The nomination and appointment of senior managers of the company comply with legal procedures; The convening, convening and voting procedures and methods of the board meeting shall comply with the provisions of relevant laws and regulations. The senior managers employed this time are diligent and pragmatic, have certain professional experience and professional quality, can meet the requirements of the positions employed, and meet the development needs of the company. In conclusion, we agree to appoint the above personnel as the senior management of the company.
3、 Documents for future reference
2. Other documents required by SZSE.
Annex 1: resume of senior managers appointed by the board of directors of the company;
2: Resume of Ms. Faye Wong.
It is hereby announced.
Zotye Automobile Co.Ltd(000980) board of directors
February 17, 2002
Annex 1: resume of senior managers appointed by the board of directors of the company
1. Lian Gang: male, born in February 1960, with a doctor’s degree, successively served as Harbin Dongan Auto Engine Co.Ltd(600178) designer, section chief, minister, chief engineer, deputy general manager and chairman of the board (also the deputy general manager of Dong’an group); General manager and chairman of Harbin Dong’an Automobile Engine Manufacturing Co., Ltd. (concurrently serving as director and deputy general manager of Harbin Airlines Group); General manager and chairman of Hafei Automobile Group (concurrently Secretary of the Party group and deputy general manager of AVIC Automobile Group Co., Ltd.); Vice president of China Chongqing Changan Automobile Company Limited(000625) Group Co., Ltd; He served as the vice president of the company in August 2018 and is currently the director and President of the company.
Mr. Lian gang does not hold shares in the company; It has no relationship with shareholders, controlling shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the company’s shares; There are no circumstances stipulated in the company law and the articles of association that cannot be nominated as senior executives of the company; Have not been punished by the CSRC and other relevant departments or the stock exchange in the past five years; There is no case where the suspected crime is filed for investigation by the judicial organ or the suspected violation of laws and regulations is filed for inspection by the CSRC; He is not the subject of responsibility for breach of faith or the object of punishment for breach of faith, nor the person subjected to execution for breach of faith; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the exchange.
2. Liu ya: female, born in August 1979, graduated from Wuhan University of technology, majoring in enterprise management, with a bachelor’s degree. He has successively served as the business director of Shenzhen Shenzhen Easttop Supply Chain Management Co.Ltd(002889) supply chain Co., Ltd., the general manager assistant and business director of Shenzhen Youhe Daotong Industrial Co., Ltd., S.F.Holding Co.Ltd(002352) assistant to the president of international business department, and the president of Shenzhen national Yunli Technology Group Co., Ltd. Current director and vice president of the company {6018}.
Ms. Liu Ya holds 26.32% of the shares of Shenzhen Lichi investment partnership (limited partnership), and Shenzhen Lichi investment partnership (limited partnership) holds 19 million shares of the company; Ms. Liu Ya has no other relationship with shareholders, controlling shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the company’s shares; There are no circumstances stipulated in the company law and the articles of association that cannot be nominated as senior executives of the company; Have not been punished by the CSRC and other relevant departments or the stock exchange in the past five years; There is no case where the suspected crime is filed for investigation by the judicial organ or the suspected violation of laws and regulations is filed for inspection by the CSRC; He is not the subject of responsibility for breach of faith or the object of punishment for breach of faith, nor the person subjected to execution for breach of faith; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the exchange.
3. Yang Haifeng, male, born in September 1978, has a bachelor’s degree. He has successively served as secretary of the office of the chairman of Huangshan Jinma Co., Ltd., securities affairs representative, Secretary of the board of directors, deputy general manager, director, Secretary of the board of directors and deputy general manager of the sixth board of directors of the company, Secretary of the seventh board of directors of the company, and now serves as the Secretary of the board of directors of the company. Mr. Yang Haifeng holds 194000 shares of the company; In addition to serving as a director of Huangshan Jinma Group Co., Ltd., it has no affiliated relationship with shareholders, controlling shareholders, actual controllers, other directors, supervisors and senior managers of the company who hold more than 5% of the shares of the company; There are no circumstances stipulated in the company law and the articles of association that cannot be nominated as senior executives of the company; Have not been punished by the CSRC and other relevant departments or the stock exchange in the past five years; There is no case where the suspected crime is filed for investigation by the judicial organ or the suspected violation of laws and regulations is filed for inspection by the CSRC; He is not the subject of responsibility for breach of faith or the object of punishment for breach of faith, nor the person subjected to execution for breach of faith; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the exchange.
4. Yu Lili, female, born in November 1982, has a bachelor’s degree. He has successively served as the senior auditor of Tianjian certified public accountants and Ernst & Young Huaming certified public accountants; Investment analyst of financial management department of Huawei Technology Co., Ltd; The chief financial officer of Shenzhen Shenshang Holding Group Co., Ltd. is now the chief financial officer of the company.
Ms. Yu Lili holds 4 million shares of Shenzhen wanchi investment partnership (limited partnership), and Shenzhen wanchi investment partnership (limited partnership) holds 23 million shares of the company. She has no other relationship with shareholders, controlling shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the shares of the company; There are no circumstances stipulated in the company law and the articles of association that cannot be nominated as senior executives of the company; Have not been punished by the CSRC and other relevant departments or the stock exchange in the past five years; There is no case where the suspected crime is filed for investigation by the judicial organ or the suspected violation of laws and regulations is filed for inspection by the CSRC; He is not the subject of responsibility for breach of faith or the object of punishment for breach of faith, nor the person subjected to execution for breach of faith; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the exchange.
Attachment 2: resume of Ms. Faye Wong
Faye Wong, female, born in December 1988, bachelor degree, CPC member. Participated in the work in 2011 and obtained the qualification certificate of secretary of the board of directors. He has been the securities affairs representative of the company since March 2012.
Ms. Faye Wong does not hold shares in the company; It has no relationship with shareholders, controlling shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the company’s shares; Have not been punished by the CSRC and other relevant departments or the stock exchange in the past five years; There is no case where the suspected crime is filed for investigation by the judicial organ or the suspected violation of laws and regulations is filed for inspection by the CSRC; He is not the subject of responsibility for breach of faith or the object of punishment for breach of faith, nor the person subjected to execution for breach of faith; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the exchange.
