Securities code: Iray Technology Company Limited(688301) securities abbreviation: Iray Technology Company Limited(688301) Announcement No.: 2022018 Iray Technology Company Limited(688301)
Announcement on resignation of non independent directors and by election of directors and members of special committees of the board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
1、 Explanation on resignation of non independent directors of the company
Iray Technology Company Limited(688301) (hereinafter referred to as “the company”) the board of directors recently received a written resignation report submitted by non independent directors Mr. Zhou Kui and Mr. Fengdeng. Mr. Zhou Kui and Mr. Fengdeng applied to resign as non independent directors of the second board of directors of the company due to personal reasons and work needs, and resigned from the corresponding positions of the special committee of the second board of directors of the company at the same time, After resignation, he will no longer hold any position in the company. Mr. Zhou Kui and Mr. Fengdeng confirmed that there are no other matters related to their resignation that need to be brought to the attention of the shareholders of the company. In accordance with the company law, the securities law, the Listing Rules of Shanghai Stock Exchange’s Kechuang board, the self regulatory guidelines for companies listed on Shanghai Stock Exchange’s Kechuang board No. 1 – standardized operation, the articles of association and other relevant laws and regulations, the resignation application of Mr. Zhou Kuisheng and Mr. Feng Deng shall take effect from the date of reaching the board of directors of the company. Mr. Zhou Kui and Mr. Fengdeng have been conscientious and diligent during their term of office. The board of directors of the company sincerely respects and thanks Mr. Zhou Kui and Mr. Fengdeng for their contributions and efforts to the development of the company during their term of office!
2、 Explanation on by election of non independent directors of the company
In order to ensure the normal operation of the board of directors of the company, in accordance with the provisions of the company law, the securities law, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the articles of association and other relevant laws and regulations, the nomination committee of the second board of directors of the company proposed and conducted qualification examination, The board of directors of the company nominated Mr. Richard aufrichtig (see the appendix for resume) as the candidate for non independent director of the second board of directors of the company. At the 10th meeting of the second session of the board of directors held on March 15, 2022, the company deliberated and approved the proposal on the election of non independent directors and the corresponding adjustment of members of special committees, and agreed that the board of directors of the company nominated Mr. Richard aufrichtig as the candidate for the second session of non independent directors of the company, 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 second session of the board of directors. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation. The board of directors of the company will complete the by election of another director as soon as possible in accordance with relevant laws and regulations and the relevant provisions of the articles of association.
3、 Explanation on adjusting the members of the special committee of the board of directors of the company
In order to improve the corporate governance structure, the board of directors of the company also considered and approved relevant matters related to the corresponding adjustment of the members of the special committee of the board of directors, and elected Tieer Gu as the member of the nomination committee of the second board of directors of the company. After the adjustment, the members of the nomination committee of the second board of directors of the company are Zhang Yan, Zhang Cheng and Tieer Gu, of which Zhang Yan is the chairman of the Nomination Committee; By election chengbinqiu as a member of the audit committee of the second board of directors of the company. After adjustment, the members of the audit committee of the second board of directors of the company are Gao Yonggang, Zhang Cheng and Chengbin Qiu, of which Gao Yonggang is the chairman of the audit committee. The members of the strategy committee and the remuneration and assessment committee of the board of directors of the company remain unchanged.
4、 Independent opinions expressed by independent directors of the company
The independent directors of the company believe that Mr. Richard aufrichtig, the candidate for director, is not prohibited from holding office as stipulated in the company law and the articles of association, and is determined as a market prohibited person by the CSRC and has not been lifted, which is in line with the standards for the governance of listed companies The qualifications, nomination and deliberation procedures stipulated in the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and the articles of association are legal and effective. Therefore, we unanimously agree to the proposal on the company’s election of non independent directors and the corresponding adjustment of the members of the special committee, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
Iray Technology Company Limited(688301) board of directors March 17, 2022 attachment: resume of Mr. Richard aufrichtig
Richard aufrichtig, male, born in April 1967, American nationality, Ph.D. of Case Western Reserve University and MBA of Carnegie Mellon University. He has successively served as vice president of Perkin Elmer R & D, senior director of Wanrui video R & D and CEO of radixview. Since August 2018, he has served as senior vice president of sales of the company, mainly responsible for key customer sales and sales management.
Mr. Richard aufrichtig does not hold shares of the company, has no relationship with the controlling shareholder, actual controller and other directors, supervisors and senior managers of the company, is not prohibited from serving as a director of the company in Article 146 of the company law, and is not determined as a prohibited person by the CSRC and is still in the period of prohibition, Nor is there any person who has been publicly recognized by the stock exchange as unfit to serve as a director of a listed company, has not been punished and punished by the CSRC, the stock exchange and other relevant departments, is not a dishonest executee announced by the Supreme People’s court, and meets the requirements of the company law and other relevant laws, regulations and provisions.
