Stock Code: 002707 stock abbreviation: Utour Group Co.Ltd(002707) Announcement No.: 2022-026
Bond Code: 128022 bond abbreviation: Zhongxin convertible bond
Announcement on the completion of the general election of the board of directors of the company
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.
Utour Group Co.Ltd(002707) (hereinafter referred to as “the company”) convened the second extraordinary general meeting of shareholders in 2022 on February 16, 2022, deliberated and adopted the proposal on electing non independent directors of the Fifth Board of directors and the proposal on electing independent directors of the Fifth Board of directors of the company, and elected non independent directors and independent directors of the Fifth Board of directors of the company, The general election was successfully completed. The next day, the company held the first meeting of the Fifth Board of directors and elected the chairman, vice chairman and members of the special committees of the Fifth Board of directors. The relevant information is hereby announced as follows:
1、 Composition of the 5th board of directors
According to the articles of association, the board of directors of the company is composed of 9 directors, including 6 non independent directors and 3 independent directors, as follows:
Non independent directors: Mr. Feng bin, Mr. Guo Hongbin, Mr. Zhang Lei, Ms. Zhang Yiman, Mr. Guo Lei and Mr. Zhao Lei
Independent directors: Mr. Zhang Zhishun, Mr. Huang Zhenzhong and Mr. Huang Haijun
Chairman: Mr. Feng bin
Vice Chairman: Mr. Guo Hongbin
The term of office of the directors of the Fifth Board of directors of the company is three years, calculated from the next day after the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022.
All the members of the 5th board of directors of the company are qualified to serve as directors of listed companies, and there is no case that they are not allowed to serve as directors and supervisors as stipulated in the company law and the articles of association, and there is no case that they are prohibited from entering the securities market by the CSRC; Not subject to any punishment or punishment from the CSRC and the stock exchange; There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations; Nor does it belong to the “dishonest executee”. The qualification and independence of independent directors have been certified in Shenzhen
Stock Code: 002707 stock abbreviation: Utour Group Co.Ltd(002707) Announcement No.: 2022-026 bond Code: 128022 bond abbreviation: Zhongxin convertible bond
The stock exchange has no objection after examination.
The total number of directors who concurrently serve as senior managers of the company in the board of directors of the company does not exceed half of the total number of directors of the company. There is no employee representative director. The proportion of independent directors meets the provisions of relevant laws and regulations and the articles of association.
2、 Members of special committees of the 5th board of directors
The 5th board of directors of the company consists of strategy committee, audit committee, remuneration and assessment committee and Nomination Committee. The members of each special committee and their conveners are as follows:
(1) Strategy Committee: Mr. Feng bin, Mr. Guo Hongbin and Mr. Huang Haijun, of which Mr. Feng bin is the convener of the Strategy Committee;
(2) Audit Committee: Mr. Zhang Zhishun, Mr. Huang Zhenzhong and Ms. Zhang Yiman, of which Mr. Zhang Zhishun, an independent director, is the convener of the Audit Committee;
(3) Remuneration and assessment committee: Mr. Huang Haijun, Mr. Zhang Zhishun and Ms. Zhang Yiman, of which Mr. Huang Haijun, an independent director, is the convener of the remuneration and assessment committee;
(4) Nomination Committee: Mr. Huang Haijun, Mr. Zhang Zhishun and Mr. Feng bin, of which Mr. Huang Haijun, an independent director, is the convener of the nomination committee.
The term of office of the members of each special committee of the Fifth Board of directors of the company is the same as that of the Fifth Board of directors of the company. The resumes of the directors of the 5th board of directors are detailed in the company’s securities times and cninfo (www.cn. Info. Com. CN.) on January 22, 2022 Disclosed Utour Group Co.Ltd(002707) : Announcement on the general election of the board of directors of the company (Announcement No.: 2022-012).
It is hereby announced.
Utour Group Co.Ltd(002707) board of directors February 18, 2022
