Securities code: Zhongyan Technology Co.Ltd(003001) securities abbreviation: Zhongyan Technology Co.Ltd(003001) Announcement No.: 2022033 Zhongyan Technology Co.Ltd(003001)
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
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.
Zhongyan Technology Co.Ltd(003001) (hereinafter referred to as “the company”) held the first extraordinary general meeting of shareholders in 2022 on March 3, 2022. The meeting deliberated and adopted the proposal on the general election of non independent directors of the third board of directors, the proposal on the general election of independent directors of the third board of directors, the proposal on the general election of non employee supervisors of the third board of supervisors and other relevant proposals. On the same day, the company held the first employee congress in 2022, the first meeting of the third board of directors and the first meeting of the third board of supervisors, which respectively deliberated and approved the election of employee supervisors of the third board of supervisors, chairman of the third board of directors, vice chairman of the third board of directors, members and chairmen of special committees of the board of directors Relevant proposals on the appointment of senior managers and the election of the chairman of the third board of supervisors. The general election of the board of directors and the board of supervisors of the company has been completed. The relevant information is hereby announced as follows:
1、 Members of the third board of directors of the company
Chairman: Mr. Wang Lijian
Vice Chairman: Mr. Wu Jianbo
Non independent directors: Mr. Wang Lijian, Mr. Wu Jianbo, Mr. Wu Siyu, Mr. Liu Jianguo, Mr. Niu Hui and Mr. Zhou Jianhe
Independent directors: Mr. Zhang Xinwei, Mr. Gao average and Mr. Chen Tao
The members of the third board of directors of the company are qualified to serve as directors of listed companies and are competent for the responsibilities of the positions they are employed. The qualifications and independence of the three independent directors have been filed and reviewed by Shenzhen Stock Exchange before the first extraordinary general meeting of shareholders in 2022.
The term of office of the third board of directors of the company is three years from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. The total number of directors who concurrently serve as senior managers of the company and staff representatives in the board of directors does not exceed half of the total number of directors of the company. The number of independent directors shall not be less than one-third of the total number of members of the board of directors of the company.
2、 Composition of special committees of the third board of directors
According to the relevant provisions of the articles of association and the working rules of each committee of the board of directors, the board of directors of the company elected the members of each special committee of the third board of directors for a term of three years from the date of deliberation and adoption at the first meeting of the third board of directors. Under specific circumstances:
The strategy and Development Committee of the third board of directors is composed of Mr. Wang Lijian, Mr. Wu Jianbo and Mr. Wu Siyu, of which Mr. Wang Lijian is the chairman.
The audit committee of the third session of the board of directors is composed of Mr. Zhang Xinwei, Mr. Chen Tao and Mr. Wu Siyu. Among them, Mr. Zhang Xinwei is an accounting professional and serves as the chairman.
The nomination committee of the third board of directors is composed of Mr. Gao average, Mr. Zhang Xinwei and Mr. Wang Lijian, of which Mr. Gao average is the chairman.
The remuneration and assessment committee of the third board of directors is composed of Mr. Chen Tao, Mr. Gao average and Mr. Wu Jianbo, of which Mr. Chen Tao is the chairman.
3、 Members of the third board of supervisors of the company
Chairman of the board of supervisors: Mr. Tian Yi
Non employee supervisors: Mr. Tian Yi and Mr. Yang Baosen
Employee Supervisor: Mr. Zhai Boyuan
Members of the third board of supervisors of the company are qualified to serve as supervisors of listed companies and can meet the requirements of the post responsibilities employed. The term of office of non employee supervisors and employee supervisors shall be three years from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022 and the first employee congress in 2022. The proportion of employee representative supervisors in the board of supervisors of the company shall not be less than one-third.
4、 Appointment of senior managers and securities affairs representatives
According to the relevant provisions of the company law and the articles of association, the board of directors of the company appoints Wu Siyu as the general manager, Mr. Liu Jianguo as the deputy general manager and chief engineer, Mr. Liu Guanglei, Mr. Shi Zigang and Mr. Niu Hui as the deputy general managers, Ms. Liu Yan as the Secretary of the board of directors, Ms. Zhang Huijuan as the chief financial officer and Mr. Niu Pengfei as the representative of securities affairs, The term of office is three years from the date of deliberation and adoption at the first meeting of the third board of directors.
Ms. Liu Yan and Mr. Niu Pengfei have obtained the qualification certificate of secretary of the board of directors recognized by Shenzhen Stock Exchange, and Ms. Liu Yan’s qualification has been reviewed and approved by Shenzhen Stock Exchange.
The above-mentioned senior managers and securities affairs representatives have the professional ability and work experience necessary to perform their duties, and their qualifications meet the requirements of the company law, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations. See the attachment for their resumes.
5、 Other instructions
The independent directors of the company have expressed their independent opinions on the appointment of senior managers. For details, please refer to www.cn.info.com.cn Independent opinions of independent directors on matters related to the first meeting of the third board of directors.
Due to the expiration of his term of office, Mr. Shi Zigang, a non independent director of the second board of directors of the company, will no longer hold the post of non independent director of the company after the establishment of the new board of directors and will still hold the post of deputy general manager of the company; Mr. Song Dejun, a senior manager, will no longer serve as the deputy general manager of the company and will remain a technical expert of the company; After the establishment of the new board of directors, Mr. Song Erxiang, an independent director, will no longer serve as a director of the company or any other position of the company.
As of the date of this announcement, Mr. Shi Zigang directly holds 968404 shares of the company and indirectly holds 0.01% of the company’s shares through Shijiazhuang Zhongyan Investment Management Center (limited partnership); Mr. Song Dejun directly holds 274375 shares of the company and indirectly holds 0.20% of the company’s shares through Shijiazhuang Zhongyan Investment Management Center (limited partnership); Mr. Song Erxiang does not hold shares of the company; The above shares will be managed in strict accordance with the requirements of relevant laws, regulations and normative documents. The board of directors of the company expressed heartfelt thanks to Mr. Shi Zigang, Mr. Song Dejun and Mr. Song Erxiang for their contributions to the development of the company during their tenure.
6、 Contact information of secretary of the board of directors and securities affairs representative of the company
Tel: 010 Fujian Foxit Software Development Joint Stock Co.Ltd(688095) 59
Fax: 01068800097
Email: [email protected].
Mailing address: 12 / F, Tongjing building, No. 2, Apple Garden Road, Shijingshan District, Beijing
It is hereby announced.
Zhongyan Technology Co.Ltd(003001)
Resume of members of the 1st and 3rd board of directors on March 4, 2022
1. Wang Lijian
Mr. Wang Lijian, Chinese nationality, born in 1976, graduated from Tianjin University with a master’s degree, EMBA of China Europe International Business School and a first-class constructor.
From March 2002 to December 2008, he served as the project manager of China Jingye Engineering Technology Co., Ltd; From December 2008 to September 2015, he served as the general manager and chairman of Beijing Zhongyan Technology Co.Ltd(003001) Engineering Technology Co., Ltd; From September 2021 to now, he has served as the chairman of Beijing Zhongyan Technology Co.Ltd(003001) Environmental Technology Co., Ltd; From November 2021 to now, he has served as a director of Tianjin Zhongyan Technology Co.Ltd(003001) Material Technology Co., Ltd; Since September 2015, he has served as the chairman of the company.
As of the date of this announcement, Mr. Wang Lijian directly holds 34504227 shares of the company and indirectly holds 0.07% of the company’s shares through Shijiazhuang Zhongyan Investment Management Center (limited partnership); As the controlling shareholder and actual controller of the company, and acting in concert with the shareholders Wu Jianbo and Wu Siyu; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no cases in which the judicial organ files a case for investigation due to suspected crimes or the CSRC files a case for inspection due to suspected violations of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; His qualifications comply with the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the articles of association.
2. Wu Jianbo
Mr. Wu Jianbo, Chinese nationality, without permanent residency abroad, born in 1976, graduated from China University of mining and technology with a master’s degree, EMBA of National Development Research Institute of Peking University, registered civil engineer (rock and soil), class I constructor. From July 2002 to December 2008, he served as an engineer of construction comprehensive survey, research and Design Institute Co., Ltd; Deputy general manager of Beijing Zhongyan Technology Co.Ltd(003001) Engineering Technology Co., Ltd. from December 2008 to September 2015; In January 2021, he served as the executive director of Beijing Zhongyan Zhibo Technology Co., Ltd; From September 2021 to now, he has served as a director of Beijing Zhongyan Technology Co.Ltd(003001) Environmental Technology Co., Ltd; From November 2021 to now, he has served as a director of Tianjin Zhongyan Technology Co.Ltd(003001) Material Technology Co., Ltd; Since September 2015, he has served as the vice chairman of the company.
As of the date of this announcement, Mr. Wu Jianbo directly holds 17248260 shares of the company and indirectly holds 0.60% of the company’s shares through Shijiazhuang Zhongyan Investment Management Center (limited partnership); Acting in concert with Wang Lijian, the controlling shareholder and actual controller of the company, and Wu Siyu, the shareholder; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no cases in which the judicial organ files a case for investigation due to suspected crimes or the CSRC files a case for inspection due to suspected violations of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; His qualifications comply with the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the articles of association.
3. Wu Siyu
Mr. Wu Siyu, Chinese nationality, without permanent residency abroad, was born in 1978 and graduated from Tsinghua University with a doctorate. From January 2008 to May 2010, he served as an engineer of China Jingye Engineering Technology Co., Ltd; From May 2010 to September 2015, he served as deputy general manager of Beijing Zhongyan Technology Co.Ltd(003001) Engineering Technology Co., Ltd; From November 2021 to now, he has served as the chairman of Tianjin Zhongyan Technology Co.Ltd(003001) Material Technology Co., Ltd; Since September 2015, he has served as the director and general manager of the company.
As of the date of this announcement, Mr. Wu Siyu directly holds 13912548 shares of the company and indirectly holds 0.48% of the shares of the company through Shijiazhuang Zhongyan Investment Management Center (limited partnership); Acting in concert with Wang Lijian, the controlling shareholder and actual controller of the company, and Wu Jianbo, the shareholder; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no cases in which the judicial organ files a case for investigation due to suspected crimes or the CSRC files a case for inspection due to suspected violations of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; His qualifications comply with the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the articles of association.
4. Liu Jianguo
Mr. Liu Jianguo, Chinese nationality, without permanent residency abroad, born in 1964, graduated from Tianjin University with a master’s degree, professor level senior engineer and registered civil engineer (rock and soil). From April 1988 to January 2015, he successively served as the engineer, deputy director and chief engineer of the foundation Institute of MCC Construction Research Institute Co., Ltd; From February 2015 to September 2015, he served as deputy general manager and chief engineer of Beijing Zhongyan Technology Co.Ltd(003001) Engineering Technology Co., Ltd; Since September 2015, he has served as a director, deputy general manager and chief engineer of the company.
As of the date of this announcement, Mr. Liu Jianguo directly holds 1698185 shares of the company; There is no relationship with other shareholders, controlling shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the company’s shares; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no cases in which the judicial organ files a case for investigation due to suspected crimes or the CSRC files a case for inspection due to suspected violations of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; The regulations of Shenzhen Stock Exchange on the qualification of listed companies and the regulations of Shenzhen Stock Exchange on the operation of listed companies No. 1.
5. Niu Hui
Mr. Niu Hui, Chinese nationality, without permanent residency abroad, was born in 1983 and graduated from China University of Geosciences with a college degree and a second-class registered constructor. Since December 2008, he has successively served as Zhongyan Technology Co.Ltd(003001) foreman, production manager, project manager, manager of geotechnical Department 5 and manager of geotechnical department 7; He has been the deputy general manager of the company since December 2020 and is now a director of the third board of directors of the company.
As of the date of this announcement, Mr. Niu Hui directly holds 272842 shares of the company; There is no relationship with other shareholders, controlling shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the company’s shares; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There are no cases in which the judicial organ files a case for investigation due to suspected crimes or the CSRC files a case for inspection due to suspected violations of laws and regulations, and there is no clear conclusion; He is not the person who has broken his promise; His qualifications comply with the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the articles of association.
6. Zhou Jianhe
Mr. Zhou Jianhe, senior engineer, Chinese nationality, without overseas permanent residency, born in 1968, graduated from Beijing Jiaotong University, majoring in transportation management engineering, Graduate School of management, Chinese Academy of Sciences, EMBA of China Europe International Business School, and EMBA of Wudaokou School of finance, Tsinghua University. From May 2005 to may 2012, he served as the executive deputy general manager of Jiangsu Yangkou Port Investment and Development Co., Ltd. June 2012 to December 2016
