Securities abbreviation: China Reform Health Management And Services Group Co.Ltd(000503) securities code: China Reform Health Management And Services Group Co.Ltd(000503) Announcement No.: 202209 China Reform Health Management And Services Group Co.Ltd(000503)
Announcement on the general election of the board 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.
China Reform Health Management And Services Group Co.Ltd(000503) (hereinafter referred to as “the company”) convened the 30th meeting of the 10th board of directors on March 13, 2022, deliberated and adopted the proposal on electing non independent directors of the 11th board of directors and the proposal on electing independent directors of the 11th board of directors of the company. Since the term of office of the 10th board of directors of the company has expired, in order to ensure the effective decision-making and stable development of the company, the board of directors of the company plans to conduct a general election in accordance with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
According to the Nomination Letter on candidates of China Reform Health Management And Services Group Co.Ltd(000503) the 11th board of directors and board of supervisors issued by the controlling shareholder zhonghaiheng Industrial Development Co., Ltd., Mr. Yang Dianzhong, Mr. Li Yonghua, Mr. Jiang kaihong, Mr. Chen Tao, Mr. Liu Yingjie and Mr. Sun dicao are nominated as candidates for non independent directors of the 11th board of directors (see Annex I for resume); Ms. Wang Xiuli, Mr. Bai Yan and Ms. Sun Jie are nominated as candidates for independent directors of the 11th board of directors (see Annex II for resume).
The above-mentioned candidates for directors meet the qualifications of directors of the company, and are not found to have any circumstances specified in Article 146 of the company law, and are not determined as prohibited from entering the market by the CSRC and have not been lifted. Independent director candidates Mr. Bai Yan and Ms. Sun Jie have not yet obtained the qualification certificate of independent director. They have promised to participate in the latest independent director training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange.
The 11th board of Directors consists of nine directors, including six non independent directors and three independent directors. The term of office of directors shall be three years from the date of deliberation and approval by the general meeting of shareholders. Among them, the proportion of candidates for independent directors shall not be less than one-third of the personnel of the board of directors, and the total number of concurrently serving as senior managers of the company shall not exceed one-half of the total number of directors of the company. The board of directors of the company shall not set a quota for employee representatives to serve as directors.
The proposal for the election of independent directors can be submitted to the general meeting of shareholders for deliberation only after Shenzhen Stock Exchange has no objection to the filing of independent director candidates. The general meeting of shareholders will vote on non independent director candidates and independent director candidates item by item by cumulative voting system.
The independent directors of the company expressed their independent opinions on matters related to the general election of the board of directors. For details, please refer to the company’s website on the same day (website: http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 30th meeting of the 10th board of directors disclosed.
It is hereby announced.
China Reform Health Management And Services Group Co.Ltd(000503) board of directors
March 13, 2022
Annex I: resume of non independent director candidates
1. Yang Dianzhong, male, born in 1961, is a member of the Communist Party of China. He graduated from Northeast University of Finance and economics and is a doctoral student. He used to be the party secretary and general manager of China National Fuel Corporation, the party secretary and chairman of China Cyberport Technology Co., Ltd., the executive director and general manager of Guoxin Yikang investment (Beijing) Co., Ltd., the executive director and general manager of Guoxin Shengkang Investment Fund (Beijing) Co., Ltd., and the party secretary, executive director and general manager of China Huaxing Group Co., Ltd, Executive deputy general manager of China Guoxin Asset Management Co., Ltd. He is currently the Secretary of the Party committee and director of the company, and the executive director and general manager of Guoxin Hongsheng investment (Beijing) Co., Ltd.
Mr. Yang Dianzhong is not allowed to serve as a director of the company as stipulated in the company law, Shenzhen Stock Exchange self regulatory guidelines No. 1 – standardized operation of main board listed companies, articles of association and other laws and regulations. He has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, nor has he been filed for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations. He is not the person to be executed for dishonesty, nor the subject of dishonesty responsibility or the object of dishonesty punishment.
As of the disclosure date of this announcement, Mr. Yang Dianzhong holds 266000 shares of restricted shares granted but not unlocked by the company due to the equity incentive plan. Except for the above employment in the related parties of the actual controller of the company, he has no relationship with other directors, supervisors and senior managers of the company, and complies with relevant laws, administrative regulations, departmental rules, normative documents Qualifications required by the stock listing rules and other relevant regulations of the exchange.
2. Li Yonghua, male, born in 1975, CPC member, master. He once served as legal director of Hanwang Technology Co.Ltd(002362) legal department, deputy general manager of Legal Affairs Department of Datang Telecom Technology Industry Holding Co., Ltd., deputy general counsel of Telecom Science and Technology Research Institute, general manager of Legal Affairs Department of Datang Telecom Technology Industry Holding Co., Ltd., general counsel of Telecom Science and Technology Research Institute, vice president of Datang Telecom Technology Industry Holding Co., Ltd General counsel and general manager of operation management department, chairman of Datang Mobile Communication Equipment Co., Ltd., executive director of Datang Liancheng Information System Technology Co., Ltd., Semiconductor Manufacturing International Corporation(688981) alternate Director, Datang Telecom Technology Co.Ltd(600198) director, party secretary and general manager, chairman of Datang NXP Semiconductor Co., Ltd., director of Lingsheng Technology (Guizhou) Co., Ltd Director of Shanghai likexin Semiconductor Technology Co., Ltd. and director of Chenxin Technology Co., Ltd. He is currently the Deputy Secretary of the Party committee, director and general manager of the company, the general counsel and general manager assistant of China Guoxin Holdings Co., Ltd., and the director of Beijing Yiyong Technology Co., Ltd.
Mr. Li Yonghua is not allowed to serve as a director of the company as stipulated in the company law, Shenzhen Stock Exchange self regulatory guidelines No. 1 – standardized operation of main board listed companies, articles of association and other laws and regulations. He has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, nor has he been filed for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations. He is not the person to be executed for dishonesty, nor the subject of dishonesty responsibility or the object of dishonesty punishment.
As of the disclosure date of this announcement, Mr. Li Yonghua holds 266000 shares of restricted shares granted but not unlocked by the company due to the equity incentive plan. Except for the above employment in the related parties of the actual controller of the company, he has no relationship with other directors, supervisors and senior managers of the company, and complies with relevant laws, administrative regulations, departmental rules, normative documents Qualifications required by the stock listing rules and other relevant regulations of the exchange.
3. Jiang kaihong, male, born in 1977, doctor of management. Former deputy general manager of China Guoxin Fund Management Co., Ltd.
He is currently a director of the company and deputy general manager of Guoxin venture capital management (Shenzhen) Co., Ltd. Mr. Jiang kaihong is not allowed to serve as a director of the company as stipulated in the company law, Shenzhen Stock Exchange self regulatory guidelines No. 1 – standardized operation of main board listed companies, articles of association and other laws and regulations. He has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, nor has he been filed for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations. He is not the person to be executed for dishonesty, nor the subject of dishonesty responsibility or the object of dishonesty punishment.
As of the disclosure date of this announcement, Mr. Jiang kaihong does not hold the company’s shares. Except for the above-mentioned employment in the related parties of the actual controller of the company, he has no relationship with other directors, supervisors and senior managers of the company, and complies with relevant laws, administrative regulations, departmental rules, normative documents Qualifications required by the stock listing rules and other relevant regulations of the exchange.
4. Chen Tao, male, born in 1970, Bachelor of economics. He used to be the deputy general manager of CLP Great Wall Internet Yitong Co., Ltd. and is now the managing director of innovation coordination department of China Guoxin Fund Management Co., Ltd.
Mr. Chen Tao is not allowed to serve as a director of the company as stipulated in the company law, Shenzhen Stock Exchange self regulatory guidelines No. 1 – standardized operation of main board listed companies, articles of association and other laws and regulations. He has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, nor has he been filed for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations. He is not the person to be executed for dishonesty, nor the subject of dishonesty responsibility or the object of dishonesty punishment.
As of the disclosure date of this announcement, Mr. Chen Tao does not hold the company’s shares. Except for the above-mentioned employment in the related parties of the actual controller of the company, he has no relationship with other directors, supervisors and senior managers of the company, and complies with relevant laws, administrative regulations, departmental rules, normative documents Qualifications required by the stock listing rules and other relevant regulations of the exchange.
5. Liu Yingjie, male, born in 1972, is a member of the Communist Party of China, a Bachelor of Huazhong University of science and technology, an EMBA of China Europe International Business School, and a doctor of software engineering from Peking University. Mr. Zeng served as the general director and executive director of HP Beili international service company. He is currently the director and deputy general manager of the company and the director of Shenzhou Medical Technology Co., Ltd.
Mr. Liu Yingjie is not allowed to serve as a director of the company as stipulated in the company law, Shenzhen Stock Exchange self regulatory guidelines No. 1 – standardized operation of main board listed companies, articles of association and other laws and regulations. He has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, nor has he been filed for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations. He is not the person to be executed for dishonesty, nor the subject of dishonesty responsibility or the object of dishonesty punishment.
As of the disclosure date of this announcement, Mr. Liu Yingjie holds 244000 shares of restricted shares granted but not unlocked by the company due to the equity incentive plan, does not work in the related parties of the actual controller of the company, has no relationship with other directors, supervisors and senior managers of the company, and complies with relevant laws, administrative regulations, departmental rules, normative documents Qualifications required by the stock listing rules and other relevant regulations of the exchange.
6. Sun dicao, male, born in 1963, is a member of the Communist Party of China and has a college degree. Now he is the deputy general manager of the company and the general manager of Guangdong Haihong Yaotong e-commerce Co., Ltd.
Mr. Sun dicao is not allowed to serve as a director of the company as stipulated in the company law, Shenzhen Stock Exchange self regulatory guidelines No. 1 – standardized operation of main board listed companies, articles of association and other laws and regulations. He has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, nor has he been filed for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations. He is not the person to be executed for dishonesty, nor the subject of dishonesty responsibility or the object of dishonesty punishment.
As of the disclosure date of this announcement, Mr. Sun dicao holds 244000 shares of restricted shares granted but not unlocked by the company due to the equity incentive plan, does not work in the related parties of the actual controller of the company, has no relationship with other directors, supervisors and senior managers of the company, and complies with relevant laws, administrative regulations, departmental rules, normative documents Qualifications required by the stock listing rules and other relevant regulations of the exchange. Annex II: resume of independent director candidates
1. Wang Xiuli, female, born in 1965, is a member of the Communist Party of China and a doctor of economics. He once served as the director of the Department of accounting, School of international business, University of international business and economics, director of the Department of financial management, School of international business, independent director of Beijing China Quanjude(Group) Co.Ltd(002186) Co., Ltd. Minmetals Development Co.Ltd(600058) independent director and Three Squirrels Inc(300783) independent director. At present, he is an independent director of the company, Professor of the Department of financial management, School of international business, University of international business and economics, independent director of Ecovacs Robotics Co.Ltd(603486) Co., Ltd., independent director of Minsheng Securities Co., Ltd., and Cambricon Technologies Corporation Limited(688256) independent director.
Ms. Wang Xiuli is not allowed to serve as a director of the company as stipulated in the company law, Shenzhen Stock Exchange self regulatory guidelines No. 1 – standardized operation of companies listed on the main board, the articles of association and other laws and regulations. He has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, nor has he been filed for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations. He is not the person to be executed for dishonesty, nor the subject of dishonesty responsibility or the object of dishonesty punishment.
As of the disclosure date of this announcement, Ms. Wang Xiuli did not hold the company’s shares, did not work in the related parties of the actual controller of the company, had no relationship with other directors, supervisors and senior managers of the company, and met the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
2. Bai Yan, male, born in 1965, member of the Communist Party of China, doctor of law. He once served as the clerk of the economic tribunal of Inner Mongolia higher court, lecturer of the National College of judges of the Supreme People’s Court of the people’s Republic of China, postdoctoral fellow in economics of Guanghua School of management, Peking University, deputy director of the Organization Department of the Party committee of Peking University (concurrently), Jihua Group Corporation Limited(601718) independent director and external director of Beijing Metro Operation Co., Ltd. He is currently a professor and doctoral supervisor of the school of government and management of Peking University, vice president of the school of continuing education of Peking University (concurrently), and an external director of Beijing Capital Venture Group Co., Ltd.
Mr. Bai Yan is not allowed to serve as a director of the company as stipulated in the company law, the self regulatory guidelines of Shenzhen Stock Exchange No. 1 – standardized operation of companies listed on the main board, the articles of association and other laws and regulations. He has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, nor has he been filed for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations. He is not the person to be executed for dishonesty, nor the subject of dishonesty responsibility or the object of dishonesty punishment.
As of the disclosure date of this announcement, Mr. Bai Yan did not hold the company’s shares, did not work in the related parties of the actual controller of the company, had no relationship with other directors, supervisors and senior managers of the company, and met the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
3. Sun Jie, female, born in 1965, doctor of economics. He is currently a professor in the school of insurance, University of international business and economics.
Ms. Sun Jie does not have the company law and the Shenzhen Stock Exchange self regulatory guidelines No. 1 – standardized operation of companies listed on the main board
