Stock Code: 002707 stock abbreviation: Utour Group Co.Ltd(002707) Announcement No.: 2022-024 bond Code: 128022 bond abbreviation: Zhongxin convertible bond
Announcement of resolutions of the first meeting of the 5th board of directors
The company and all members of the board of supervisors guarantee that the contents of this announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Meetings of the board of directors
According to the relevant provisions of the company law and the articles of association of Utour Group Co.Ltd(002707) (hereinafter referred to as the “articles of association”), the Fifth Board of directors of Utour Group Co.Ltd(002707) (hereinafter referred to as the “company”) was elected at the second extraordinary general meeting of shareholders in 2022 on February 16, 2022. The first meeting of the 5th board of directors shall be held on February 17, 2022 with the consent of the first plenary meeting of the 5th board of directors. There are 9 directors who should attend the meeting and 9 directors who actually attend the meeting. Through the joint recommendation of all directors, the meeting was presided over by Mr. Feng bin, the director, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and voting of the meeting shall comply with the provisions of 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 5th board of directors of the company was deliberated and adopted;
Mr. Feng bin is elected as the chairman of the 5th board of directors of the company, and the term of office is the same as that of the 5th board of directors of the company.
Voting results:
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
2. The proposal on electing the vice chairman of the 5th board of directors of the company was deliberated and adopted;
Mr. Guo Hongbin was elected as the vice chairman of the Fifth Board of directors of the company, and the term of office is the same as that of the Fifth Board of directors of the company.
Voting results:
Stock Code: 002707 stock abbreviation: Utour Group Co.Ltd(002707) Announcement No.: 2022-024 bond Code: 128022 bond abbreviation: Zhongxin convertible bond
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
3. The proposal on the election of members and conveners of the special committees of the 5th board of directors of the company was deliberated and adopted;
The Fifth Board of directors of the company consists of strategy committee, audit committee, remuneration and assessment committee and Nomination Committee. The special committees and their conveners elected at the meeting are as follows:
(1) Members of the strategy committee: Feng bin, Guo Hongbin and Huang Haijun, of which Feng bin is the convener of the strategy committee.
Voting results:
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
(2) Members of the Audit Committee: Zhang Zhishun, Huang Zhenzhong and Zhang Yiman, of which Zhang Zhishun, an independent director, is the convener of the audit committee.
Voting results:
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
(3) Members of the remuneration and assessment committee: Huang Haijun, Zhang Zhishun and Zhang Yiman, of which Huang Haijun, an independent director, is the convener of the remuneration and assessment committee.
Voting results:
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
(4) Members of the nomination committee: Huang Haijun, Zhang Zhishun and Feng bin, of which Huang Haijun, an independent director, is the convener of the nomination committee.
Voting results:
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
4. Deliberated and passed the proposal on appointing the general manager of the company;
Appoint Mr. Feng bin as the general manager of the company, and the term of office is the same as that of the Fifth Board of directors of the company.
Voting results:
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
5. Deliberated and passed the proposal on the appointment of deputy general manager and chief financial officer of the company;
Stock Code: 002707 stock abbreviation: Utour Group Co.Ltd(002707) Announcement No.: 2022-024 bond Code: 128022 bond abbreviation: Zhongxin convertible bond
Agree to appoint Ms. Zhang Yiman, Mr. Guo Lei and Mr. Wang Chunfeng as the deputy general manager of the company and Ms. LV Jurong as the chief financial officer of the company; The term of office is the same as that of the 5th board of directors.
Voting results:
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
6. Deliberated and passed the proposal on appointing the Secretary of the board of directors of the company;
Agree to appoint Mr. Guo Lei as the Secretary of the board of directors of the company, and the term of office is the same as that of the Fifth Board of directors of the company. Voting results:
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
7. Deliberated and passed the proposal on the appointment of securities affairs representatives of the company;
It is agreed to appoint Ms. Wu Ranjing as the securities affairs representative of the company to assist the Secretary of the board of directors. The term of office is the same as that of the Fifth Board of directors of the company.
Voting results:
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
8. The proposal on appointing the head of the company’s internal audit department was deliberated and adopted.
Agree to appoint Mr. Su Yanbin as the head of the company’s internal audit department to be responsible for the work of the company’s internal audit department. The term of office is the same as that of the Fifth Board of directors of the company.
Voting results:
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
The independent directors of the company have expressed their independent opinions on the above proposal on the appointment of senior managers, which are published on cninfo.com (www.c Ni n fo. C OM. CN) on the same day as this announcement.
3、 Documents for future reference
1. Utour Group Co.Ltd(002707) resolution of the first meeting of the Fifth Board of directors;
2. Independent opinions of independent directors on matters related to the resolutions of the first meeting of the Fifth Board of directors of the company.
Stock Code: Zhongxin announcement: 12802702-027 bond Code: 0027
It is hereby announced.
Utour Group Co.Ltd(002707) board of directors February 18, 2022
