Securities code: Zhongyan Technology Co.Ltd(003001) securities abbreviation: Zhongyan Technology Co.Ltd(003001) Announcement No.: 2022030 Zhongyan Technology Co.Ltd(003001)
Announcement of resolutions of the first meeting of the third 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、 Meetings of the board of directors
Zhongyan Technology Co.Ltd(003001) (hereinafter referred to as “the company”) held the first extraordinary general meeting in 2022 on March 3, 2022 to elect the members of the third board of directors. In order to ensure the cohesion and consistency of the work of the board of directors, the notice of the first meeting of the third board of directors was sent by telephone on the same day. The meeting was held in the company’s conference room on Thursday, March 3, 2022 in the form of on-site communication. There were 9 directors who should attend the meeting, and 9 actually attended the meeting (including directors Niu Hui and Zhou Jianhe, and independent directors Zhang Xinwei and Gao average attended the meeting by means of communication). The meeting was convened and presided over by Mr. Wang Lijian, a director elected by more than half of the directors, and some supervisors and senior executives attended the meeting as nonvoting delegates.
The convening of the meeting complies with the provisions of relevant laws, regulations, rules and the articles of association, and the meeting is legal and effective. 2、 Deliberations of the board meeting
After full discussion, deliberation and voting by the directors present at the meeting, the following resolutions are formed:
(I) deliberated and passed the proposal on electing the chairman of the third board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
In accordance with the provisions of the company law and other relevant laws and regulations, normative documents, the articles of association and other company systems, in order to ensure the cohesion and consistency of the work of the board of directors, all directors of the company unanimously elected director Wang Lijian as the chairman of the third board of directors of the company, with a term of office of three years from the date of deliberation and approval of the board of directors.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Announcement on the completion of the general election of the board of directors and the board of supervisors and the appointment of senior managers and securities affairs representatives (Announcement No.: 2022033).
(II) deliberated and passed the proposal on electing the vice chairman of the third board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
In accordance with the provisions of the company law and other relevant laws and regulations, normative documents, the articles of association and other company systems, in order to ensure the cohesion and consistency of the work of the board of directors, all directors of the company unanimously elected director Wu Jianbo as the vice chairman of the third board of directors of the company, with a term of office of three years from the date of deliberation and approval of the board of directors.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Announcement on the completion of the general election of the board of directors and the board of supervisors and the appointment of senior managers and securities affairs representatives (Announcement No.: 2022033).
(III) deliberated and passed the proposal on the election of members and chairmen of the special committees of the third board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
According to the company law and other relevant laws and regulations, normative documents, articles of association and other company systems, in order to improve the governance efficiency of the company’s board of directors, the third board of directors of the company has a strategy and Development Committee, an audit committee, a nomination committee and a remuneration and examination committee. The members and chairman of each special committee are elected unanimously by all directors, and the term of office is three years from the date of deliberation and approval of the board of directors. The specific composition is as follows:
Strategy and Development Committee: Wang Lijian (Chairman), Wu Jianbo, Wu Siyu;
Audit Committee: Zhang Xinwei (Chairman), Chen Tao, Wu Siyu;
Nomination Committee: Gao average (Chairman), Zhang Xinwei, Wang Lijian;
Remuneration and assessment committee: Chen Tao (Chairman), Gao average and Wu Jianbo.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Announcement on the completion of the general election of the board of directors and the board of supervisors and the appointment of senior managers and securities affairs representatives (Announcement No.: 2022033).
(IV) deliberated and passed the proposal on the appointment of senior managers of the company
Voting results: 9 in favor, 0 against and 0 abstention.
Since the last term of office of the company’s management has expired, according to the provisions of the company law and other relevant laws and regulations, normative documents, articles of association and other company systems, the nomination committee of the third board of directors approved the appointment of Wu Siyu as the general manager of the company, Liu Jianguo as the deputy general manager and chief engineer of the company, Shi Zigang, Liu Guanglei Niu Hui is the deputy general manager of the company, Liu Yan is appointed as the Secretary of the board of directors and Zhang Huijuan is appointed as the chief financial officer of the company. The term of office is three years from the date of deliberation and approval of the board of directors.
The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Disclosed independent opinions of independent directors on matters related to the first meeting of the third board of directors and announcement on completing the general election of the board of directors and the board of supervisors and appointing senior managers and securities affairs representatives (Announcement No.: 2022033).
(V) deliberated and passed the proposal on the appointment of securities affairs representative of the company
Voting results: 9 in favor, 0 against and 0 abstention.
According to the company law and other relevant laws and regulations, normative documents, articles of association and other company systems, Niu Pengfei is agreed to be appointed as the company’s securities affairs representative to assist the Secretary of the board of directors in performing his duties. The term of office is three years from the date of deliberation and approval of the board of directors.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Announcement on the completion of the general election of the board of directors and the board of supervisors and the appointment of senior managers and securities affairs representatives (Announcement No.: 2022033).
3、 Documents for future reference
1. Resolutions of the first meeting of the third board of directors of the company;
2. Independent opinions of independent directors on matters related to the first meeting of the third board of directors.
It is hereby announced.
Zhongyan Technology Co.Ltd(003001) board of directors March 4, 2022
