Securities code: 688598 securities abbreviation: Kbc Corporation Ltd(688598) Announcement No.: 2022-021 convertible bond Code: 118001 convertible bond abbreviation: Jinbo convertible bond
Announcement on the general election of the board of directors and the board of supervisors of the company
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
The term of office of the second board of directors and board of supervisors of Kbc Corporation Ltd(688598) (hereinafter referred to as “the company”) is about to expire. In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Listing Rules of Shanghai Stock Exchange’s Kechuang board, the self regulatory guidance No. 1 of Shanghai Stock Exchange’s Kechuang board listed companies – standardized operation and other laws and regulations, as well as the Kbc Corporation Ltd(688598) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, The nomination of the board of directors and the change of supervisors will be announced as follows:
1、 General election of the board of directors
The company held the 33rd meeting of the second board of directors on February 25, 2022, and deliberated and passed the proposal on the change of the board of directors and the nomination of non independent directors of the third board of directors and the proposal on the change of the board of directors and the nomination of independent directors of the third board of directors. The above matters need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
After the qualification examination of the members of the third board of directors by the nomination committee of the board of directors, the board of directors of the company agreed to nominate Mr. Liao Jiqiao, Mr. Wang Bingquan, Mr. Li Jun, Mr. Wang Yuejun, Mr. Hu Hui and Mr. Liao Yuzhou as non independent directors of the third board of directors of the company; Agree to nominate Mr. Chen Yiming, Ms. Deng Ying and Mr. Liu Hongbo as independent directors of the third board of directors of the company. Independent directors Mr. Chen Yiming, Ms. Deng Ying and Mr. Liu Hongbo have obtained the qualification certificate of independent directors and the video course learning certificate of independent directors on the science and Innovation Board of Shanghai Stock Exchange; Among them, Ms. Deng Ying is an accounting professional. The resumes of the above directors are attached.
The independent directors of the second session of the board of directors of the company expressed independent opinions unanimously on the above matters. For details, see the independent opinions of independent directors on matters related to the 33rd meeting of the second session of the board of directors disclosed by the company on the same day.
According to relevant regulations, the members of the company’s independent directors can be submitted to the 2021 annual general meeting of shareholders of the company for deliberation only after they have no objection after being reviewed by Shanghai Stock Exchange. Among them, the election of non independent directors and independent directors will be conducted in the form of cumulative voting system. The directors of the third board of directors of the company will take office from the date of deliberation and approval of the 2021 annual general meeting of shareholders for a term of three years.
2、 General election of the board of supervisors
The company held the 23rd Meeting of the second board of supervisors on February 25, 2022, deliberated and adopted the proposal on the replacement of the board of supervisors and the nomination of non employee representative supervisors of the third board of supervisors, agreed to nominate Mr. You Daming and Mr. Peng Jinjian as non employee representative supervisors of the third board of supervisors, and submitted them to the 2021 annual general meeting of shareholders of the company for deliberation. The above non employee representative supervisors and one employee representative supervisor elected by the employee congress of the company will jointly form the third board of supervisors of the company. The non employee representative supervisors of the third board of supervisors of the company are elected by cumulative voting system, and take office from the date of deliberation and approval of the 2021 annual general meeting of shareholders, with a term of office of three years. The resumes of the above non employee representative supervisors are attached.
3、 Other information
The qualifications of the above directors and supervisors meet the requirements of relevant laws, administrative regulations and normative documents for the qualifications of directors and supervisors. There is no situation that they are not allowed to serve as directors and supervisors of the company as stipulated in the company law and the articles of association, and they have not been subject to administrative punishment by the China Securities Regulatory Commission or punishment by the exchange, There are no other circumstances that Shanghai Stock Exchange deems unsuitable for serving as a director or supervisor of a listed company. In addition, the educational background and work experience of the candidates for independent directors are competent for the responsibilities of independent directors and meet the relevant requirements for the qualification and independence of independent directors in the rules for independent directors of listed companies.
In order to ensure the normal operation of the board of directors and the board of supervisors of the company, the second board of directors and the board of supervisors shall still perform their duties in accordance with the company law, the articles of association and other relevant provisions before the above-mentioned general meeting of shareholders in 2021 is deliberated and approved.
The members of the second board of directors and the board of supervisors of the company have been diligent during their tenure and played a positive role in promoting the standardized operation and sustainable development of the company. The company expresses its heartfelt thanks to all directors and supervisors for their contributions to the development of the company during their tenure!
It is hereby announced.
Kbc Corporation Ltd(688598) board of directors
February 26, 2022
Attachment: resumes of the third session of non independent directors, candidates for independent directors and non employee representative supervisors
1. Liao Jiqiao: male, born in 1970, Chinese nationality, without permanent residency abroad, doctoral degree, researcher, CPC member. Currently Kbc Corporation Ltd(688598) chairman and chief scientist.
Mr. Liao Jiqiao directly holds 10628950 shares of the company and 953195 shares of the company through Yiyang Rongsheng Management Consulting Center (limited partnership), who acted in concert. He is the controlling shareholder and actual controller of the company.
2. Wang Bingquan: male, born in 1980, Chinese nationality, without permanent residency abroad, master’s degree, senior economist. Currently Kbc Corporation Ltd(688598) general manager.
Mr. Wang Bingquan directly holds 266000 shares of the company and indirectly holds 112845 shares of the company through the shareholding platforms Yiyang Rongsheng and Ganzhou Jinqiao. He has no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% shares and other directors, supervisors and senior managers of the company.
3. Li Jun: male, born in 1981, Chinese nationality, without permanent residency abroad, master’s degree, senior engineer. Now Kbc Corporation Ltd(688598) chief engineer.
Mr. Li Jun directly holds 151000 shares of the company and indirectly holds 94633 shares of the company through the shareholding platform Yiyang Rongsheng, which has no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% shares and other directors, supervisors and senior managers of the company.
4. Wang Yuejun: male, born in 1969, Chinese nationality, without permanent residency abroad, member of Jiusan Society, senior engineer. Currently Kbc Corporation Ltd(688598) deputy general manager.
Mr. Wang Yuejun directly holds 216000 shares of the company and indirectly holds 208778 shares of the company through the shareholding platforms Yiyang Rongsheng and Ganzhou Jinqiao. He has no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% shares and other directors, supervisors and senior managers of the company.
5. Hu Hui: male, born in 1969, Chinese nationality, without permanent residency abroad, bachelor degree. Currently, he is the executive director and general manager of Hunan Jinbo Investment Management Co., Ltd. and the executive director and general manager of Hunan Botai Venture Capital Co., Ltd.
More than 5% of the shares of the company are held by Mr. Hu Hui, the controlling shareholder, the controlling shareholder, the supervisor and other related persons, and there is no actual relationship with the company.
6. Liao Yuzhou: male, born in 1997, Chinese nationality, without permanent residency abroad, graduated from Michigan State University in 2019 with a bachelor’s degree in economics. He is currently Kbc Corporation Ltd(688598) Vice Minister of strategic investment department.
At present, Mr. Liao Yuzhou does not hold shares in the company. He is the son of the controlling shareholder, actual controller, chairman and chief scientist, and has no relationship with other directors, supervisors and senior managers.
7. Chen Yiming: male, born in 1970, Chinese nationality, without permanent residency abroad, doctor degree. He is currently a professor in the school of economics and management of Changsha University of technology.
At present, Mr. Chen Yiming does not hold shares of the company and has no relationship with the controlling shareholder, actual controller, more than 5% shareholders and other directors, supervisors and senior managers of the company.
8. Deng Ying: female, born in 1972, Chinese nationality, without permanent residency abroad, doctoral degree, certified public accountant. He is now an associate professor of the school of economics and management of Changsha University of technology.
At present, Ms. Deng Ying does not hold shares of the company and has no relationship with the controlling shareholder, actual controller, more than 5% shareholders and other directors, supervisors and senior managers of the company.
9. Liu Hongbo: born in 1958, Chinese nationality, without permanent residency abroad, with a doctorate degree. He is currently a professor at the school of materials science and engineering of Hunan University (five years of delayed retirement from March 2018).
At present, Mr. Liu Hongbo does not hold shares of the company and has no relationship with the controlling shareholder, actual controller, more than 5% shareholders and other directors, supervisors and senior managers of the company.
10. You Daming: male, born in August 1963, Chinese nationality, member of the Communist Party of China, without overseas permanent residency, doctoral degree, second-class Professor, outstanding talent in the new century of the Ministry of education, expert enjoying the special allowance of the State Council. He is currently a professor of Business School of Central South University and serves as an independent director of Hunan Valin Wire&Cable Co.Ltd(001208) .
At present, Mr. You Daming does not hold shares of the company and has no relationship with the controlling shareholder, actual controller, more than 5% shareholders and other directors, supervisors and senior managers of the company.
11. Peng Jinjian: male, born in November 1970, Chinese nationality, once had the right of permanent residence abroad, has expired, bachelor degree, engineer. Currently Kbc Corporation Ltd(688598) R & D Engineer.
At present, Mr. Peng Jinjian does not hold shares of the company and has no relationship with the controlling shareholder, actual controller, more than 5% shareholders and other directors, supervisors and senior managers of the company.
