Securities code: 002189 securities abbreviation: Costar Group Co.Ltd(002189) Announcement No.: 2021-080 Costar Group Co.Ltd(002189)
Announcement on resignation and 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.
1、 Resignation of directors
Costar Group Co.Ltd(002189) (hereinafter referred to as "the company") recently received a resignation report from Mr. Zhu daoshan. Due to job change, Mr. Zhu daoshan applied to resign from the company's director, member of the special equipment committee, member of the remuneration and assessment committee and other relevant positions. According to the articles of Association According to the provisions of the company, Mr. Zhu daoshan's resignation report shall take effect from the date when it is served on the board of directors of the company. After Mr. Zhu daoshan's resignation takes effect, he will no longer hold other positions in the company. Mr. Zhu daoshan confirmed that there was no disagreement with the board of directors of the company, and there were no matters related to resignation that should be brought to the attention of the shareholders of the company.
Mr. Zhu daoshan does not hold the company's shares. His resignation will not cause the number of members of the company's board of directors to be lower than the statutory minimum, will not affect the normal operation of the company's board of directors, and will not have a significant impact on the daily operation and management. During his tenure as a director of the company, Mr. Zhu daoshan worked diligently and put forward many valuable suggestions on the reform and development of the company. The board of directors of the company sincerely thanks Mr. Zhu daoshan for his positive contributions.
2、 Election of directors
Nominated by the nomination committee of the company, on December 27, 2021, The proposal on resignation and election of directors was deliberated and approved at the 23rd (Interim) meeting of the 5th board of directors of the company, and it is proposed to employ Mr. Wan Yi (attached with the resume) is a director of the 5th board of directors, a member of the special equipment committee and a member of the remuneration and assessment committee 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 term of office of the 5th board of directors. This matter needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
After the election of directors, the total number of directors concurrently serving as senior managers of the company and employees' representatives in the board of directors does not exceed half of the total number of directors of the company.
3、 Opinions of independent directors
After verification, Mr. Zhu daoshan applied to resign as a director of the company, a member of the special equipment committee of the board of directors and a member of the remuneration and assessment committee due to job change, and the reason for his resignation is consistent with the actual situation. According to the provisions of the company law, the articles of association and relevant laws and regulations, Mr. Zhu daoshan's application for resignation from relevant positions such as directors and members of the special committee of the company shall take effect from the date when the resignation report is delivered to the board of directors of the company. Mr. Zhu daoshan's resignation from the above position will not affect the normal operation of the company's board of directors, nor will it have a significant impact on the company's production and operation activities. We agree to the resignation of Mr. Zhu daoshan.
Upon review, the nomination and selection procedures of the company's directors are in line with the company law, the articles of association and other relevant provisions. After reviewing Mr. Wan Yi's personal resume and other relevant materials, it is not found that he is prohibited from taking office according to the provisions of the company law, or is determined as a market prohibited person by the CSRC and relevant regulations, and the prohibition has not been lifted. His qualification meets the relevant provisions of the company law and the articles of association. Mr. Wan Yi's educational background, working experience, professional ability and professional quality have the qualifications and ability to serve as a director of the company. We unanimously agree to appoint Mr. Wan Yi as a director of the company, a member of the special equipment committee of the board of directors and a member of the remuneration and assessment committee. The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the Fifth Board of directors of the company. And submit the proposal to the general meeting of shareholders of the company for deliberation.
4、 Documents for future reference
1. Resignation report;
2. Announcement of resolutions of the 23rd (Interim) meeting of the Fifth Board of directors of the company;
3. The independent director's independent opinions on relevant matters of the 23rd (Interim) meeting of the Fifth Board of directors are hereby announced.
Costar Group Co.Ltd(002189) board of directors December 28, 2021 Annex:
Resume of Mr. Wan Yi:
Wan Yi, male, Chinese nationality, born in 1964, is a senior engineer at the Central Party School University. He once served as secretary of the Party committee and chairman of Hunan South China Optoelectronics (Group) Co., Ltd.; now he is a director of Southwest Information Control Innovation Research Institute Co., Ltd. and Jiangxi Changjiang Chemical Co., Ltd., and intends to serve as Costar Group Co.Ltd(002189) Director of the 5th board of directors. Mr. Wan Yi does not hold the company's shares, and has no relationship with other directors, supervisors, senior managers, shareholders holding more than 5% of the company's shares and actual controllers. Mr. Wan Yi is not under any of the 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; Within the last three years, it has not been subject to administrative punishment by the CSRC, public condemnation by the stock exchange or criticism in more than three circulars; There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations; Not publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market; It has not been included in the list of dishonest persons subject to execution by the people's court.
