Securities code: Shenzhen Xfh Technology Co.Ltd(300890) securities abbreviation: Shenzhen Xfh Technology Co.Ltd(300890) Announcement No.: 202212
Shenzhen Xfh Technology Co.Ltd(300890)
Announcement on the early general election of the board of directors and the board of supervisors
The company and all members of the board of directors and the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Whereas Shenzhen Xfh Technology Co.Ltd(300890) (hereinafter referred to as "the company") changed its ownership structure after the lifting of the ban on some pre IPO restricted shares on September 17, 2021, in order to improve the corporate governance structure and ensure the effective decision-making and stable development of the company, in accordance with the relevant provisions of the company law, the articles of association and other laws and regulations, the second board of directors The board of supervisors decided to elect a new term in advance (the original term of office expires on July 10, 2022). On March 1, 2022, the company held the 13th meeting of the second board of directors and the 12th meeting of the second board of supervisors, which respectively deliberated and approved the relevant proposals for the early general election of the company's board of directors and the board of supervisors. Now the specific situation is announced as follows: I. nomination of director candidates
The third board of directors of the company is composed of 9 directors, including 6 non independent directors and 3 independent directors. The company held the 13th meeting of the second board of directors on March 1, 2022, deliberated and adopted the proposal on early general election of the board of directors and nomination of candidates for non independent directors of the third board of directors Proposal on early election of the board of directors and nomination of independent director candidates for the third board of directors.
(I) candidates for non independent directors
As of March 1, 2022, the board of directors of the company has proposed 6 candidates for non independent directors, namely Mr. Zhou Pengwei, Mr. Ye Wenguo, Mr. Zhao Donghui, Ms. Wu Fang, Mr. Chen Lei and Mr. Zhu genglin; Upon review by the nomination committee of the board of directors of the company, the above personnel meet the qualifications of directors of the company.
(II) candidates for independent directors
As of March 1, 2022, the board of directors of the company has proposed three candidates for independent directors, namely Mr. Li Xinlu, Ms. sun Junying and Mr. Si Xianli; Upon review by the nomination committee of the board of directors of the company, the above personnel meet the qualifications of independent directors of the company. The above three candidates have obtained the qualification certificate of independent directors.
Among the candidates for the third term of directors of the company, the total number of senior managers of the company will not exceed half of the total number of directors. The number of independent directors shall not be less than one third of the total number of directors. The qualifications and independence of the above three independent director candidates shall be reviewed by Shenzhen Stock Exchange. After there is no objection, they shall be submitted to the 2021 annual general meeting of shareholders of the company together with the other six non independent director candidates for election by cumulative voting. The term of office shall be three years from the date of approval by the 2021 annual general meeting of shareholders of the company (see the annex for the resume of the candidates for the third session of the board of directors of the company). Before the new board of directors takes office, the original directors will continue to perform their duties in accordance with the requirements of laws, administrative regulations and other normative documents and the provisions of the articles of association. The qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange, and the general meeting of shareholders can consider them only after there is no objection. 2、 Nomination of supervisor candidates
The third board of supervisors of the company consists of three supervisors, including two shareholder representative supervisors and one employee representative supervisor. The company held the 12th meeting of the second session of the board of supervisors on March 1, 2022, deliberated and adopted the proposal on early election of the board of supervisors and nomination of supervisors candidates for the third session of the board of supervisors.
As of March 1, 2022, the board of supervisors has nominated two candidates for supervisors, namely Ms. Li Yan and Mr. Zhang Zhihang (see Annex for resume); After being deliberated and approved by the general meeting of shareholders, the two candidates for supervisors will form the third board of supervisors of the company together with one employee representative supervisor elected by the employee representative of the company. The term of office is three years from the date of deliberation and approval by the general meeting of shareholders of the company. 3、 Other notes 1. The early general election of the company conforms to the actual situation of the company and does not violate the provisions of the articles of association. 2. Before the new members of the board of directors and the board of supervisors take office, the original directors and supervisors will still perform the duties of directors and supervisors in accordance with the requirements of laws, administrative regulations and other normative documents and the provisions of the articles of association. The resumes of the above candidates for the board of directors and the board of supervisors are detailed in the annex. 3. During his tenure, the directors of the second board of directors of the company worked diligently and played a positive role in protecting the legitimate rights and interests of investors, especially minority shareholders, and promoting the standardized operation and healthy development of the company. The board of directors of the company expresses its sincere thanks for this! 4、 Documents for future reference 1. Resolutions of the 13th meeting of the second board of directors of the company; 2. Resolutions of the 12th meeting of the second board of supervisors of the company; 3. Independent opinions of independent directors on matters related to the 13th meeting of the second board of directors.
It is hereby announced.
Shenzhen Xfh Technology Co.Ltd(300890)
March 3, 2022
Annex: 1. Resume of candidates for non independent directors of the third board of directors
Mr. Zhou Pengwei, born in April 1981, is a Chinese without permanent residency abroad. In January 2005, he graduated from Tsinghua University with a master's degree in material science and engineering. From February 2005 to June 2010, he worked in Yuyang (holding) Group Co., Ltd. as the general manager of R & D center; From October 2010 to June 2016, he worked in Shenzhen Shenzhen Xfh Technology Co.Ltd(300890) Technology Co., Ltd. and successively served as general manager and director; From May 2015 to now, he has served as the executive director of Fujian Shenzhen Xfh Technology Co.Ltd(300890) new energy materials Co., Ltd; From June 2016 to March 2017, served as Shenzhen Xfh Technology Co.Ltd(300890) chairman and general manager; From April 2017 to now, he has served as Shenzhen Xfh Technology Co.Ltd(300890) chairman.
As of the date of this announcement, Zhou Pengwei directly holds 15620814 shares of the company's shares. In addition to the above positions, he is the actual controller of the company, has a relationship with Zhong Yinghao, a shareholder holding more than 5% of the company's shares, and has no other relationship with other directors, supervisors and senior managers of the company, Without the punishment of the CSRC and other relevant departments and the punishment of Shenzhen Stock Exchange, and without the circumstances that the company law of the people's Republic of China, the articles of association and the relevant provisions of the CSRC and Shenzhen Stock Exchange are not allowed to serve as the directors of the company, they are not the people who lose their faith. Mr. Ye Wenguo, born in May 1969, is of Chinese nationality and has no right of permanent residence abroad.
Graduated from Central South University of Finance and economics in July 1992, majoring in taxation, with a bachelor's degree. From July 1992 to April 2002, worked in Konka Group as financial manager; From May 2002 to June 2010, worked in Yuyang (holding) Group Co., Ltd. as financial manager; From October 2010 to June 2016, he worked in Shenzhen Shenzhen Xfh Technology Co.Ltd(300890) Technology Co., Ltd. and successively served as chief financial officer and director; From June 2016 to now, he has served as Shenzhen Xfh Technology Co.Ltd(300890) director and chief financial officer; From May 2017 to now, he has also served as secretary of Shenzhen Xfh Technology Co.Ltd(300890) board of directors.
As of the date of this announcement, Mr. Ye Wenguo did not directly hold the company's shares, but indirectly held the company's shares through Ganzhou Zhongcheng Zhiyuan enterprise management center (limited partnership), the company's executive shareholding platform. In addition, it has no other related relationship with more than 5% of the other shareholders, directors, supervisors and senior managers of the company, has not been punished by the CSRC and other relevant departments and the Shenzhen Stock Exchange, and has no company law of the people's Republic of China, articles of association, CSRC In the relevant provisions of Shenzhen Stock Exchange, the situation of not being a director of the company is not a dishonest person.
Mr. Zhao Donghui, born in October 1984, is of Chinese nationality and has no right of permanent residence abroad. In July 2009, he graduated from Henan University majoring in material physics and chemistry, and was jointly trained and studied by Henan University and Shanghai Institute of silicate, Chinese Academy of Sciences, with a master's degree. From July 2009 to October 2010, worked in Yuyang (holding) Group Co., Ltd. as the project development director; From October 2010 to June 2016, he worked in Shenzhen Shenzhen Xfh Technology Co.Ltd(300890) Technology Co., Ltd. and successively served as manager of Technology Department and manager of quality department; From June 2016 to March 2017, served as Shenzhen Xfh Technology Co.Ltd(300890) deputy general manager; From March 2017 to now, he has served as Shenzhen Xfh Technology Co.Ltd(300890) general manager.
As of the date of this announcement, Mr. Zhao Donghui did not directly hold the company's shares, but indirectly held the company's shares through Ganzhou Zhongcheng Zhiyuan enterprise management center (limited partnership), the company's executive shareholding platform. In addition, it has no other related relationship with more than 5% of the other shareholders, directors, supervisors and senior managers of the company, has not been punished by the CSRC and other relevant departments and the Shenzhen Stock Exchange, and has no company law of the people's Republic of China, articles of association, CSRC In the relevant provisions of Shenzhen Stock Exchange, the situation of not being a director of the company is not a dishonest person.
Ms. Wu Fang, born in February 1967, is a Chinese without permanent residency abroad. Graduated from the Central University of Finance and economics in July 2002 with a master's degree in finance. From September 1989 to December 1992, worked as an employee in the foreign business section of Hohhot Central Branch of Inner Mongolia Branch of people's Insurance Company of China; From January 1993 to December 2004, he worked in Shenzhen Branch of China The Pacific Securities Co.Ltd(601099) Property Co., Ltd. as office director, deputy manager of branch company and general manager of business division; From January 2005 to December 2006, worked in Inner Mongolia Branch of China The Pacific Securities Co.Ltd(601099) Property Co., Ltd. as deputy general manager; From January 2007 to July 2007, worked in Shenzhen Branch of China Sunshine Property Insurance Co., Ltd. as deputy general manager; From August 2007 to March 2008, prepared for Shenzhen Dianshi Investment Management Co., Ltd; Since April 2008, he has worked in Shenzhen Dianshi Investment Management Co., Ltd. as executive director and general manager; From December 2010 to June 2016, he served as a director of Shenzhen Shenzhen Xfh Technology Co.Ltd(300890) Technology Co., Ltd; From June 2016 to now, he has served as Shenzhen Xfh Technology Co.Ltd(300890) director.
As of the date of this announcement, Ms. Wu Fang does not hold the company's shares. In addition to the above positions, she has no other relationship with more than 5% of the company's other shareholders, directors, supervisors and senior managers, has not been punished by the CSRC and other relevant departments and Shenzhen Stock exchange, and has no company law of the people's Republic of China, articles of association, CSRC In the relevant provisions of Shenzhen Stock Exchange, the situation of not being a director of the company is not a dishonest person.
Mr. Chen Lei, born in October 1979, is of Chinese nationality and has no right of permanent residence abroad. Graduated from Tsinghua University in July 2005, majoring in engineering and materials science. From July 2005 to June 2015, he worked in tus venture capital management (Beijing) Co., Ltd. and successively held the positions of investment analyst, investment manager, senior investment manager, investment director and fund partner; From January 2016 to now, he has served as the general manager of Beijing gingko qiwo Medical Investment Management Co., Ltd. Since January 2017, he has been a partner of Beijing qiwoboguan investment management partnership (limited partnership). From February 2016 to June 2016, he served as a director of Shenzhen Shenzhen Xfh Technology Co.Ltd(300890) Technology Co., Ltd; From June 2016 to now, he has served as Shenzhen Xfh Technology Co.Ltd(300890) director.
As of the date of this announcement, Mr. Chen Lei does not hold the company's shares. In addition to the above positions, he has no other relationship with more than 5% of the company's shareholders, directors, supervisors and senior managers, has not been punished by the CSRC and other relevant departments and Shenzhen Stock Exchange, and has no company law of the people's Republic of China, articles of association, CSRC In the relevant provisions of Shenzhen Stock Exchange, the situation of not being a director of the company is not a dishonest person.
Mr. Zhu Geng, born outside China in July 1990, has no right of permanent residence. In July 2013, he graduated from South China University of technology with a bachelor's degree in law. From July 2013 to April 2015, worked in Guangdong Guangwu Real Estate Development Co., Ltd. as a legal specialist; From July 2015 to December 2015, worked in Beijing Heyi Kewen Investment Management Co., Ltd. as an investment assistant; Since January 2016, he has worked in Jiaxing wuyuefeng Investment Management Co., Ltd. as investment management manager and partner secretary; From June 2017 to now, he has served as Shenzhen Xfh Technology Co.Ltd(300890) director.
As of the date of this announcement, Mr. Zhu genglin does not hold the company's shares. In addition to the above positions, he has no other related relationship with more than 5% of the company's other shareholders, directors, supervisors and senior managers, and has not been punished by the CSRC and other relevant departments or Shenzhen Stock Exchange, There are no circumstances in which the company law of the people's Republic of China, the articles of association and the relevant provisions of the CSRC and Shenzhen Stock Exchange are not allowed to serve as directors of the company, and they are not dishonest Executees. 2. Resume of independent director candidates of the third board of directors
Ms. sun Junying, born in 1961, Chinese nationality, without permanent residency abroad, holds a master's degree in management from Zhongnan University of economics and law, and is a Chinese certified public accountant. He used to be an associate professor and master supervisor of accounting in the school of economics of Shenzhen University; He once served as an independent director of Shenzhen Shenzhen Kingsino Technology Co.Ltd(002548) Feed Co., Ltd., Shenzhen China Agricultural University Technology Co., Ltd. Global Top E-Commerce Co.Ltd(002640) and; At present, he is Shenzhen Wongtee International Enterprise Co.Ltd(000056) , MAG home furnishing Co., Ltd., Guangdong daguangxin Technology Co., Ltd., Shenzhen Invt Electric Co.Ltd(002334) , Shenzhen Xfh Technology Co.Ltd(300890) independent director.
As of the date of this announcement, Ms. sun Junying does not hold the company's shares. In addition to the above positions, she has no other related relationship with more than 5% of the company's shareholders, directors, supervisors and senior managers, and has not been punished by the CSRC and other relevant departments or Shenzhen stock exchange, There is no company law of the people's Republic of China, articles of association and relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange
