Securities code: Avary Holding (Shenzhen) Co.Limited(002938) securities abbreviation: Avary Holding (Shenzhen) Co.Limited(002938) Announcement No.: 2022014 Avary Holding (Shenzhen) Co.Limited(002938)
Announcement on resignation and by election of independent directors of the company
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、 Explanation of resignation of independent directors
Avary Holding (Shenzhen) Co.Limited(002938) (hereinafter referred to as “the company”) the board of directors recently received a written resignation report from Mr. Zhao Tianmin, an independent director of the company. Mr. Zhao Tianmin applied for resignation as an independent director of the company, convener of the remuneration and assessment committee of the board of directors, member of the audit committee and member of the nomination committee due to his personal job change. After his resignation, he will no longer hold any position in the company.
The resignation of Mr. Zhao Tianmin will result in the independent directors of the second board of directors accounting for less than one-third of all members of the board of directors. According to the rules for independent directors of listed companies and other relevant provisions, Mr. Zhao Tianmin’s resignation application will take effect only after the company holds a shareholders’ meeting to elect new independent directors. Before the new independent directors take office, Mr. Zhao Tianmin will still perform his duties as an independent director in accordance with relevant laws, regulations and the articles of association. As of the date of this announcement, Mr. Zhao Tianmin did not hold shares of the company. Here, the company and the board of directors would like to express their heartfelt thanks to Mr. Zhao Tianmin for his contribution to the company during his term of office.
2、 Explanation on by election of independent directors
The company held the 17th meeting of the second board of directors on March 16, 2022, deliberated and adopted the proposal on by election of independent directors of the company. In order to ensure the normal operation of the board of directors, in accordance with the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, the nomination committee of the board of directors of the company has reviewed it, The board of directors of the company agreed to nominate Ms. Zhang Milin as the candidate for independent director of the second board of directors, and the term of office is the same as that of the second board of directors. Ms. Zhang Milin has not obtained the qualification certificate of independent director recognized by Shenzhen Stock Exchange. Since she has not obtained the qualification certificate of independent director, in order to better perform her duties as an independent director, Ms. Zhang Milin promised to participate in the latest independent director training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange. The independent directors of the company expressed independent opinions on the matter. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The qualification and independence of independent director candidates shall be reviewed by Shenzhen Stock Exchange, and the shareholders’ meeting can vote only after there is no objection.
It is hereby announced
Attachment: resume of independent director candidates
Avary Holding (Shenzhen) Co.Limited(002938) board of directors March 17, 2022 attached: resume of independent director candidates
Zhang Milin, female, born in 1982, Chinese nationality, without other overseas permanent residency rights, graduated from Tsinghua University, majoring in Electronic Science and technology, postgraduate, doctoral degree, and served as assistant professor of the special research institute of Tsinghua University from March 2016 to September 2019; From September 2019 to now, he has been an associate professor of Tsinghua University.
Ms. Zhang Milin has no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, nor have they been filed for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and there is no clear conclusion; Has not been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court; There is no circumstance stipulated in article 3.2.2 of the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board that cannot be nominated as directors; As of the announcement date, Ms. Zhang Meilin did not hold shares in the company.
