Securities code: 002355 securities abbreviation: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) Announcement No.: 2021-111 Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Announcement on resignation of directors and by election 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.
The board of directors of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. (hereinafter referred to as “the company”) recently received a written resignation report from some directors, as follows:
1、 Resignation of directors
For personal reasons, Mr. Zou Fangkai and Mr. Cui Changsheng applied to resign as directors of the 5th board of directors and members of the special committee of the board of directors. After resignation, Mr. Zou Fangkai and Mr. Cui Changsheng still served as vice presidents of the company.
For personal reasons, Mr. Wang Dianhong, Mr. Cheng Mingwang and Mr. Pan Hongbo applied to resign as independent directors and members of the special committee of the Fifth Board of directors of the company, and none of the above-mentioned persons held any position in the company after their resignation;
Since the resignation of Mr. Zou Fangkai, Mr. Cui Changsheng, Mr. Wang Dianhong, Mr. Cheng Mingwang and Mr. Pan Hongbo will cause the number of members of the board of directors to be lower than the number specified in the articles of association, his resignation report will take effect after the new directors are elected by the general meeting of shareholders of the company. Before the new directors take office, Mr. Zou Fangkai, Mr. Cui Changsheng, Mr. Wang Dianhong, Mr. Cheng Mingwang and Mr. Pan Hongbo will continue to perform their duties as directors in accordance with relevant laws, regulations and the articles of association. The board of directors of the company expressed heartfelt thanks to Mr. Zou Fangkai, Mr. Cui Changsheng, Mr. Wang Dianhong, Mr. Cheng Mingwang and Mr. Pan Hongbo for their contributions to the company during their tenure.
2、 By election of directors
In order to ensure the normal operation of the board of directors, the company held the 26th meeting of the 5th board of directors on December 22, 2021, deliberated and adopted the proposal on by election of non independent directors of the 5th board of directors and the proposal on by election of independent directors of the 5th board of directors, which were reviewed by the nomination committee of the board of directors, The board of directors agreed to nominate Mr. Jiang Chao and Mr. Gao Henan as candidates for non independent directors of the Fifth Board of directors of the company, and agreed to nominate Mr. Hu Shejiao, Mr. Shao Shifeng and Mr. Li ningzi as candidates for independent directors of the Fifth Board of directors of the company, with a term of office from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the term of office of the Fifth Board of directors of the company. See the appendix for the resume of director candidates.
3、 Other instructions
1. After the by election of directors, the total number of directors who concurrently serve as the company’s senior management and staff representatives in the company’s board of directors shall not exceed half of the total number of directors of the company.
2. The qualification and independence of the above independent director candidates shall be reviewed by Shenzhen Stock Exchange and submitted to the general meeting of shareholders for deliberation.
It is hereby announced.
Board of directors of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
December 23, 2021
enclosure:
Resume of director candidates
Jiang Chao: male, Chinese nationality, without overseas residency, born in October 1981, Han nationality, member of the Communist Party of China. Bachelor degree. He once served as product manager and full-time reviewer of Shenzhen Branch of Guangdong Nanyue Bank Co., Ltd., Netposa Technologies Ltd(300367) director, vice president and chief financial officer.
As of the date of this announcement, Mr. Jiang Chao does not hold shares of the company, has no relationship with shareholders holding more than 5% of the company, actual controllers, other directors, supervisors and senior managers, and has not been punished by the CSRC and other departments or disciplined by the stock exchange, There is no case filed by the judicial organ for investigation due to suspected crime or filed by the CSRC for inspection due to suspected violations of laws and regulations. It is not a dishonest person and meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other provisions of the exchange.
Gao He, male, born in 1981, Chinese, without permanent residency abroad, university degree. From 2007 to March 2014, he successively served as the assistant to the general manager, vice chairman and chairman of the company, and served as the chairman and general manager of the company from March 2014 to may 2020. He is currently the general manager of the company, the executive director of the wholly-owned subsidiary Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Wuhan) Automotive Technology Co., Ltd., the director of the holding subsidiary sanote (Longkou) wheel manufacturing Co., Ltd., the director of the holding subsidiary Beijing 95 Zhijia Information Technology Co., Ltd., and the director of the joint-stock company Shenzhen Guanglian Saixun Co., Ltd.
As of the date of this announcement, Mr. Gao Henan holds 3205000 shares of the company, accounting for 0.52% of the total share capital of the company, has no relationship with shareholders holding more than 5% of the company, actual controllers, other directors, supervisors and senior managers, and has not been punished by the CSRC and other departments or disciplined by the stock exchange, There is no case filed by the judicial organ for investigation due to suspected crime or filed by the CSRC for inspection due to suspected violations of laws and regulations. It is not a dishonest person and meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other provisions of the exchange.
Shao Shifeng: male, Chinese nationality, without right of abode abroad, born in February 1965, has a postgraduate degree, a master’s degree and a professor of accounting. He once served as vice president and professor of accounting of the school of accounting of Guangdong Normal University of technology. Now he is a director of Guangdong budget accounting society, a director of Guangdong audit society, a member of the expert group of Guangdong senior auditor jury, a member of the expert group of Guangdong Zheng senior accountant jury, a financial performance evaluation expert of Guangdong, Guangxi and other provinces and regions, and a science and technology evaluation expert of Dongguan.
As of the date of this announcement, Mr. Shao Shifeng does not hold shares of the company, has no relationship with shareholders holding more than 5% of the company, actual controllers and other directors, supervisors and senior managers, and has not been punished by the CSRC and other departments or disciplined by the stock exchange, There is no case filed by the judicial organ for investigation due to suspected crime or filed by the CSRC for inspection due to suspected violations of laws and regulations. It is not a dishonest person and meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other provisions of the exchange.
Hu Shejiao: male, Chinese nationality, without overseas residency, born in December 1964, with a doctor’s degree. He graduated from Anhui University of Engineering with a bachelor’s degree in 1985, Hefei University of technology with a master’s degree in 1991 and University of science and technology of China with a doctor’s degree in 2006. From July 1991 to now, he has worked as a professor in Hefei University of technology, including lecturer, associate professor and professor.
As of the date of this announcement, Mr. Hu Shejiao does not hold shares of the company, has no relationship with shareholders holding more than 5% of the company, actual controllers and other directors, supervisors and senior managers, and has not been punished by the CSRC and other departments or disciplined by the stock exchange, There is no case filed by the judicial organ for investigation due to suspected crime or filed by the CSRC for inspection due to suspected violations of laws and regulations. It is not a dishonest person and meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other provisions of the exchange.
Li ningzi: male, Chinese nationality, without overseas residency, born in October 1981, with master’s degree, graduated from Sydney University of science and technology, Australia. He used to be a practicing lawyer of Guangdong zhouhang law firm, a practicing lawyer of Guangdong Guangda law firm, the general manager of the compliance department of Zhongshan Securities Co., Ltd., the general manager of Shenzhen luluxin Technology Co., Ltd., and a practicing lawyer / partner of Guangdong Shigang law firm, Now he is Beijing Zhuo Wei Practicing lawyer / partner of (Shenzhen) law firm. As of the date of this announcement, Mr. Li ningzi does not hold shares of the company, has no relationship with shareholders holding more than 5% of the company, actual controllers, other directors, supervisors and senior managers, has not been punished by China Securities Regulatory Commission and other departments or disciplined by the stock exchange, and has not been subject to judicial punishment for suspected crimes The case filed for investigation by the authorities or the case filed for inspection by the CSRC for suspected violations of laws and regulations is not a dishonest person to be executed, and has the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other provisions of the exchange.
