Aotecar New Energy Technology Co.Ltd(002239)
Securities abbreviation: Aotecar New Energy Technology Co.Ltd(002239) securities code: Aotecar New Energy Technology Co.Ltd(002239) Announcement No.: 2022018
Aotecar New Energy Technology Co.Ltd(002239)
Announcement on the general election of the board of directors and the board of supervisors of the company
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete,
There are no false records, misleading statements or major omissions
Aotecar New Energy Technology Co.Ltd(002239) (hereinafter referred to as “the company”) the term of office of the Fifth Board of directors and board of supervisors has expired. Now the controlling shareholder Beijing Tianyou Investment Co., Ltd. has nominated candidates for directors and supervisors of the new board of directors and board of supervisors. In accordance with relevant regulations and the articles of association, the company held the 37th meeting of the 5th board of directors on February 28, deliberated and adopted the proposal on the change of the 5th board of directors. On the same day, the board of supervisors of the company held the 23rd Meeting of the 5th board of supervisors, deliberated and adopted the proposal on the change of the 5th board of supervisors of the company. The above proposals need to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. The nomination of the board of directors and the board of supervisors is hereby announced as follows:
1、 Board of directors
According to the articles of association, the sixth board of directors of the company is composed of 9 directors, including 6 directors and 3 independent directors. With my consent, the nomination committee of the board of directors of the company conducted qualification examination on the candidates for directors of the sixth board of directors, which was deliberated at the 37th meeting of the Fifth Board of directors of the company:
Mr. Zhang Yongming, Mr. Ding Tao, Mr. Zhou Jianguo, Mr. Tian Shichao, Mr. Zhu Guang and Ms. Tian Dan are candidates for non independent directors of the sixth board of directors; Mr. Feng Ke, Mr. Xu Zhiyong and Mr. Fu Shaojun are candidates for independent directors of the sixth board of directors of the company. The resumes of the above directors are shown in Annex 1.
The independent directors of the company are the candidates for the change of the board of directors and the sixth board of directors of the company
Aotecar New Energy Technology Co.Ltd(002239)
Independent opinions on the nomination were expressed.
Among the candidates for independent directors, Mr. Feng Ke and Mr. Xu Zhiyong have obtained the qualification certificate of independent directors. At present, Mr. Fu Shaojun has not obtained the qualification of independent director of listed companies on Shenzhen Stock Exchange, and promises to participate in the latest independent director training and obtain the qualification certificate of independent director. After the qualification and independence of the above independent director candidates have been reviewed by Shenzhen Stock Exchange, they will be submitted to the first extraordinary general meeting of shareholders of the company in 2022 together with the non independent director candidates of the company for deliberation. According to relevant laws and regulations and the articles of association, candidates for non independent directors and independent directors of the sixth board of directors of the company will adopt the cumulative voting system to vote one by one. The term of office of the sixth board of directors of the company is three years, calculated from the date of deliberation and approval by the general meeting of shareholders of the company. In the list of candidates for the sixth board of directors of the company, the total number of directors concurrently serving as senior managers and employees’ representatives shall not exceed one-half of the total number of directors of the company, and the number of candidates for independent directors shall not be less than one-third of the total number of members of the board of directors, which meets the requirements of relevant laws and regulations.
2、 Board of supervisors
According to the articles of association, the sixth board of supervisors of the company is composed of three supervisors, including two shareholder representative supervisors and one employee representative supervisor. Beijing Tianyou Investment Co., Ltd., the controlling shareholder of the company, nominated Mr. Li Xingchen and Mr. Zhao Jianyi as candidates for shareholder representative supervisors of the sixth board of supervisors. See Annex 2 for the resume of shareholder representative supervisors.
The above proposal for electing the candidate of shareholder representative supervisor of the sixth board of supervisors of the company shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation and voted by cumulative voting system.
After the above two candidates for shareholder representative supervisors are deliberated and approved by the general meeting of shareholders, they will form the sixth board of supervisors of the company together with one employee representative supervisor elected by the employee congress of the company. The term of office of the sixth board of supervisors of the company is three years, calculated from the date of deliberation and approval by the general meeting of shareholders of the company.
All the above-mentioned personnel meet the qualifications of supervisors of listed companies as stipulated by laws and regulations, and there is no situation that they are not allowed to serve as supervisors of the company as stipulated in the company law and the articles of association,
Aotecar New Energy Technology Co.Ltd(002239)
Nor has it been determined by the CSRC that the market entry ban has not been lifted, nor has it been subject to any punishment and punishment by the CSRC and the stock exchange, and it is not a person subject to dishonesty. Directors and senior managers of the company and their spouses and immediate family members did not serve as supervisors of the company during the term of office of directors and senior managers of the company.
3、 Resignation of some directors of the company upon expiration
Mr. Zhang Guangyao and Ms. Rao Bingxiao, non independent directors of the 5th board of directors of the company, will not hold other positions in the company after their term of office expires. Mr. Zhang Guangyao and Ms. Rao Bingxiao did not directly or indirectly hold the shares of the company during their tenure as directors of the company, and there were no commitments that should be fulfilled but not fulfilled.
Mr. Liu Dewang, a non independent director of the 5th board of directors of the company, will not hold other positions in the company after his term of office expires, and there are no commitments that should be fulfilled but not fulfilled. The shares held by Mr. Liu Dewang shall not be transferred within 14.1 ‰ of the company’s share capital within 14 months after the announcement.
Ms. Guo ye, an independent director of the 5th board of directors of the company, will no longer serve as an independent director and a special committee of the board of directors of the company, nor will she hold any other position in the company after her term of office expires. During her tenure as an independent director of the company, Ms. Guo ye did not directly or indirectly hold shares of the company, and there were no commitments that should be fulfilled but not fulfilled.
4、 Resignation of some supervisors of the company upon expiration
Mr. Tian Shichao, the chairman of the 5th board of supervisors of the company, will continue to serve in the company and its subsidiaries after his term of office expires. In addition, Mr. Tian Shichao was nominated as a director candidate of the sixth board of directors, which has been deliberated and approved by the board of directors and submitted to the general meeting of shareholders for deliberation. During his tenure as supervisor of the company, Mr. Tian Shichao did not directly or indirectly hold the shares of the company, and there were no commitments that should be fulfilled but not fulfilled.
Ms. Ren Lele, the supervisor of the 5th board of supervisors of the company, will not hold any other position in the company after her term of office expires. Ms. Ren Lele did not directly or indirectly hold the company’s shares during her tenure as a supervisor of the company, and there were no commitments that should be fulfilled but not fulfilled.
Aotecar New Energy Technology Co.Ltd(002239)
Before the new board of directors and board of supervisors are elected by the general meeting of shareholders, the Fifth Board of directors and board of supervisors of the company will continue to perform their duties.
The company expresses its heartfelt thanks to all members of the 5th board of directors and board of supervisors for their contributions to the company during their tenure!
It is hereby announced.
Aotecar New Energy Technology Co.Ltd(002239) board of directors
March 1, 2022
