Securities code: 002157 securities abbreviation: Jiangxi Zhengbang Technology Co.Ltd(002157) Announcement No.: 2021-262 bond Code: 112612 bond abbreviation: 17 Zhengbang 01
Bond Code: 128114 bond abbreviation: Zhengbang convertible bond
Jiangxi Zhengbang Technology Co.Ltd(002157)
Announcement on resignation of some directors, by election of directors and appointment of 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.
1、 Resignation of directors
Jiangxi Zhengbang Technology Co.Ltd(002157) (hereinafter referred to as “the company”) ）The board of directors recently received a written resignation report from Mr. Cheng fangui, a director of the company, and Mr. Li Hanguo, an independent director. Mr. Cheng fangui, a director, applied for resignation from the position of director of the company and member of the strategy committee, audit committee and remuneration and assessment committee of the board of directors for personal reasons. After his resignation, he will no longer hold any position in the company and its holding subsidiaries. Mr. Li Hanguo, an independent director, is about to complete six years of re-election as an independent director of the company. In accordance with the guidance on establishing an independent director system in listed companies and the articles of association of the company and other relevant provisions of the CSRC, Mr. Li Hanguo applies for resignation as an independent director of the sixth board of directors, a member of the nomination committee and the audit committee of the board of directors Position: member of salary and assessment committee. After resigning from the above position, Mr. Li Hanguo no longer holds any position in the company and its holding subsidiaries.
As the resignation of Mr. Cheng fangui will cause the number of members of the board of directors of the company to be lower than the minimum quorum, according to the relevant provisions of the company law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, Mr. Cheng fangui’s resignation will take effect after the election of new directors at the general meeting of shareholders. Before that, Mr. Cheng fangui will still act in accordance with laws, administrative regulations Perform the duties of directors, members of the strategy committee, members of the audit committee and members of the remuneration and assessment committee in accordance with the departmental rules and the articles of association. The resignation of Mr. Cheng fangui will not affect the standardized operation of the board of directors of the company, nor will it affect the normal production and operation of the company. The resignation of Mr. Li Hanguo will cause the number of independent directors of the company to be less than one-third of the members of the board of directors, and the number of members of the board of directors of the company to be less than the legal minimum. According to the guiding opinions on the establishment of independent director system in listed companies, the articles of association and other relevant provisions, Mr. Li Hanguo’s resignation will take effect after the new independent director is elected at the shareholders’ meeting of the company. During this period, Mr. Li Hanguo will continue to perform his duties as an independent director and in the audit committee, nomination committee and remuneration and assessment committee in accordance with laws, administrative regulations, departmental rules and the articles of association.
As of the disclosure date of this announcement, Mr. Cheng fangui directly and indirectly holds 46625785 shares of the company. After Mr. Cheng fangui leaves office, his shares will be managed in strict accordance with relevant laws and regulations and relevant commitments. Mr. Li Hanguo does not hold the company’s shares, and there are no commitments that should be fulfilled but not fulfilled.
Director Cheng fangui and independent director Mr. Li Hanguo have been diligent during their tenure as directors of the company. The company and the board of directors express their heartfelt thanks for their positive contributions to the development of the company during their tenure.
2、 By election of directors
On December 27, 2021, the company held the 34th meeting of the 6th board of directors, deliberated and adopted the proposal on by election of Mr. Li Zhixuan as a non independent director and the proposal on by election of Mr. Cao Xiaoqiu as an independent director. After being reviewed by the nomination committee of the board of directors, the board of directors agreed to nominate Mr. Li Zhixuan as a candidate for non independent director of the 6th board of directors, Agree to nominate Mr. Cao Xiaoqiu as the candidate for independent director of the sixth board of directors of the company. The term of office of the above candidates is from the date of deliberation and approval by the general meeting of shareholders to the expiration of the term of office of the sixth board of directors. Meanwhile, after Mr. Li Zhixuan was elected as a director by the general meeting of shareholders of the company, the board of directors agreed to elect Mr. Li Zhixuan as a member of the strategy committee, the audit committee and the remuneration and assessment committee of the sixth board of directors of the company. His term of office is from the date of deliberation and approval by the general meeting of shareholders to the expiration of the sixth board of directors. After Mr. Cao Xiaoqiu was elected as an independent director by the general meeting of shareholders of the company, the board of directors agreed to elect Mr. Cao Xiaoqiu as a member of the nomination committee, the audit committee and the remuneration and assessment committee of the sixth board of directors of the company. The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the expiration of the sixth board of directors. The resumes of non independent director candidate Li Zhixuan and independent director candidate Cao Xiaoqiu are detailed in the annex.
After the by election of non independent directors and independent directors, the total number of directors concurrently serving as the company’s senior management and employees’ representatives in the sixth board of directors of the company does not exceed half of the total number of directors of the company. The independent directors of the company have expressed their independent opinions on the by election of the above non independent directors and independent director candidates. For details, see http://www.cn.info.com.. CN.
Mr. Cao Xiaoqiu has obtained the qualification certificate of independent director. The qualification and independence of independent director candidates need to be reviewed by Shenzhen Stock Exchange before they can be submitted to the general meeting of shareholders of the company for deliberation.
The above matters need to be submitted to the general meeting of shareholders of the company for deliberation.
3、 Appointment of securities affairs representative
On December 27, 2021, the company held the 34th meeting of the 6th board of directors, deliberated and passed the proposal on appointing securities affairs representatives. The board of directors agreed to appoint Ms. sun Mingxiao and Ms. Liu Shu as securities affairs representatives of the company to assist the Secretary of the board of directors in performing his duties, The term of office starts from the date of deliberation and approval of the current board of directors to the expiration date of the term of office of the sixth board of directors.
Ms. sun Mingxiao and Ms. Liu Shu have obtained the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange, and their qualifications meet the requirements of laws and regulations such as the stock listing rules of Shenzhen Stock Exchange and the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 7 – management of secretary of the board of directors and securities affairs representatives. The resumes of Ms. sun Mingxiao and Ms. Liu Shu are detailed in the annex.
The contact information of securities affairs representative Ms. sun Mingxiao and Ms. Liu Shu is as follows:
Tel: 0791-86397153
Fax: 0791-88338132
mail box: [email protected].
Contact address: Securities Department of the company, No. 569, aixihu 1st Road, high tech Development Zone, Nanchang City, Jiangxi Province
It is hereby announced.
Jiangxi Zhengbang Technology Co.Ltd(002157)
Board of directors
December 28, 2001
enclosure:
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Mr. Li Zhixuan, Chinese nationality, without permanent residence abroad, was born in August 1985 and graduated from Jiangxi University of Finance and economics with a bachelor’s degree in financial management and finance. From March 2007 to now, he has successively served as the company’s financial manager, regional financial director, branch general manager, division general manager and company general manager assistant.
As of the disclosure date of this announcement, Mr. Li Zhixuan holds 175000 shares of the company, and there is no relationship with shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the shares of the company. There are no circumstances specified in Article 146 of the company law; Not prohibited from entering the securities market by the CSRC; Not publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; In the past three years, it has not received administrative punishment from the CSRC and other relevant departments or public condemnation or circular criticism from the stock exchange; There is no case that the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for investigation due to suspected violation of laws and regulations, nor is it a person subject to execution in breach of trust.
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Mr. Cao Xiaoqiu, Chinese nationality, without permanent residence abroad, was born in September 1961, Professor of accounting and doctor. Deputy Secretary General of Jiangxi accounting society, director of the accounting department of Nanchang University from July 1999 to July 2008, director of the planning and Finance Department of Nanchang University from July 2008 to March 2017, vice president of the school of economics and management of Nanchang University from March 2017 to may 2019, and chief accountant of the Second Affiliated Hospital of Nanchang University from May 2019 to December 2021.
As of the disclosure date of this announcement, Mr. Cao Xiaoqiu did not hold the shares of the company, and there was no relationship with shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the shares of the company. There are no circumstances specified in Article 146 of the company law; Not prohibited from entering the securities market by the CSRC; Not publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; In the past three years, it has not received administrative punishment from the CSRC and other relevant departments or public condemnation or circular criticism from the stock exchange; There is no case that the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for investigation due to suspected violation of laws and regulations, nor is it a person subject to execution in breach of trust.
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Ms. sun Mingxiao, Chinese nationality, without permanent residency abroad, was born in June 1991, graduated from Shanghai University of Finance and economics, majoring in investment, with a bachelor’s degree, has the qualification of fund and securities, and has obtained the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange. Since June 2013, he has successively served as president secretary, investment and financing manager and securities affairs manager of Zhengbang Group Co., Ltd.
As of the disclosure date of this announcement, Ms. sun Mingxiao holds 71119 shares of the company, and has no relationship with shareholders holding more than 5% of the company, actual controllers, directors, supervisors and senior managers of the company; There are no circumstances specified in Article 146 of the company law; Not prohibited from entering the securities market by the CSRC; Not publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; No administrative penalty imposed by the CSRC in the last three years; It has not been publicly condemned or criticized by the stock exchange in the past three years; Not being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by China Securities Commission for suspected violations of laws and regulations; It does not belong to the “dishonest executee”. His qualifications meet the requirements of laws and regulations such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 7 – management of secretary of the board of directors and securities affairs representative.
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Ms. Liu Shu, Chinese nationality, without permanent residency abroad, was born in December 1986, graduated from Nanjing Agricultural University, majoring in accounting, with a bachelor’s degree, an intermediate accountant, an American certified management accountant, has the qualification of fund and securities, and has obtained the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange. Since June 2010, he has successively served as the financial manager of the company’s veterinary drug division, the financial manager of the breeding division, the accounting manager of the listing finance department and the securities affairs manager of the securities department.
As of the disclosure date of this announcement, Ms. Liu Shu holds 45100 shares of the company, and has no relationship with shareholders holding more than 5% of the company, actual controllers, other directors, supervisors and senior managers of the company; There are no circumstances specified in Article 146 of the company law; Not prohibited from entering the securities market by the CSRC; Not publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; No administrative penalty imposed by the CSRC in the last three years; It has not been publicly condemned or criticized by the stock exchange in the past three years; Not being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by China Securities Commission for suspected violations of laws and regulations; It does not belong to the “dishonest executee”. His qualifications meet the requirements of laws and regulations such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 7 – management of secretary of the board of directors and securities affairs representative.
