Securities code: Brother Enterprises Holding Co.Ltd(002562) securities abbreviation: Brother Enterprises Holding Co.Ltd(002562) Announcement No.: 2022008 bond Code: 128021 bond abbreviation: brother convertible bond
Brother Enterprises Holding Co.Ltd(002562)
Announcement on the expiration and departure of independent directors and by election of independent directors of the Fifth Board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Departure of independent director Ms. Gu Juying
According to the relevant provisions of the company law and the articles of association, the term of re-election of independent directors shall not exceed six years. Ms. Gu Juying, an independent director of Brother Enterprises Holding Co.Ltd(002562) (hereinafter referred to as “the company”), will leave her post at the expiration of her term of office and will no longer serve as an independent director of the company and relevant professional committees of the board of directors.
Due to the resignation of Ms. Gu Juying, the number of independent directors of the company will be less than one-third of the number of the board of directors, and the composition of the corresponding professional committee does not meet the requirements of relevant regulations. According to the relevant provisions of the rules for independent directors of listed companies and the articles of association, the resignation will take effect after the new independent directors are elected by the general meeting of shareholders of the company. In the meantime, in order to ensure the normal operation of the board of directors, Ms. Gu Juying will continue to perform her duties in accordance with relevant laws, regulations and the articles of association.
During her tenure as an independent director of the company, Ms. Gu Juying was diligent, independent and impartial, and played a positive role in the standardized operation and healthy development of the company. The board of directors of the company expressed heartfelt thanks to Ms. Gu Juying for her contribution to the development of the company during her tenure!
2、 Nomination of independent director candidates
Mr. Qian Zhida, the shareholder of the company, nominated Mr. Zhang Zhiyong as the candidate for the 5th independent director of the company. The 11th meeting of the 5th board of directors deliberated and adopted the proposal on electing Mr. Zhang Zhiyong as an independent director. It is proposed to elect Mr. Zhang Zhiyong as an independent director of the 5th board of directors of the company, and elect Mr. Zhang Zhiyong as a member of the financial and Economic Committee The term of office of the members of the human resources committee and the audit committee shall be from the date of deliberation and approval by the general meeting of shareholders to the expiration of the term of office of the Fifth Board of directors of the company. Special statement: the recommendation of Mr. Zhang Zhiyong as an independent director candidate shall be reviewed by Shenzhen Stock Exchange and submitted to the general meeting of shareholders for deliberation only after there is no objection. (Mr. Zhang Zhiyong has not obtained the qualification certificate of independent director recognized by Shenzhen Stock Exchange. He has made a written commitment to participate in the latest independent director training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange.) Attachment: resume of Mr. Zhang Zhiyong.
It is hereby announced.
Brother Enterprises Holding Co.Ltd(002562) board of directors
March 2, 2022
Resume of Mr. Zhang Zhiyong
Mr. Zhang Zhiyong: Chinese nationality, without permanent residency abroad, born in 1970, bachelor degree, senior accountant, certified public accountant, asset appraiser and tax agent. At present, he is the chief accountant / Director of Haining Zhengheng Certified Public Accountants (general partnership), the director of Haining Hengli tax agent firm Co., Ltd. and the head of Haining Branch of Zhejiang value real estate land asset appraisal Co., Ltd. He used to be the Department Manager of Haining Zhengming certified public accountants.
Mr. Zhang Zhiyong does not directly or indirectly 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 shares. (1) the following circumstances do not exist under Article 146 of the company law:; (2) Being prohibited from entering the securities market by the CSRC; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; (4) Administrative punishment by the CSRC in the last three years; (5) Being publicly condemned or criticized by the stock exchange for more than three times in the past three years; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by China Securities Regulatory Commission for suspected violations of laws and regulations. After verification on the website of the Supreme People’s court, Mr. Zhang Zhiyong is not a “dishonest executee”, and his qualification meets the conditions for serving as a director of the company and the relevant provisions of the company law and the articles of association. Up to now, Mr. Zhang Zhiyong has not obtained the independent director qualification certificate recognized by Shenzhen Stock Exchange. Mr. Zhang Zhiyong promises to participate in the latest independent director training and obtain the independent director qualification certificate recognized by Shenzhen Stock Exchange.
