Securities code: 300229 securities abbreviation: Trs Information Technology Co.Ltd(300229) Announcement No.: 2022-002 bond Code: 123105 bond abbreviation: Tuoer convertible bond
Trs Information Technology Co.Ltd(300229)
Announcement on resolutions of the 9th meeting of the 5th 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.
1、 Convening of board meeting
The 9th meeting of the 5th board of directors of Trs Information Technology Co.Ltd(300229) (hereinafter referred to as “the company”) was held on January 6, 2022 in the company’s conference room in the form of on-site combined with communication voting. In view of the company’s need to convene the board of directors to review relevant matters as soon as possible according to the relevant provisions of the Trs Information Technology Co.Ltd(300229) articles of Association (hereinafter referred to as the articles of association), with the consent of all directors, the notice period of this meeting has been exempted. The company sent the meeting notice by telephone, e-mail and personal delivery on January 6, 2022. There are 7 directors who should attend the meeting and 7 directors who actually attended the meeting. The meeting was presided over by the chairman, Ms. Li Yuqin, and some senior managers of the company attended the meeting as nonvoting delegates. The meeting was convened and held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
After deliberation by the directors present, the following proposals were unanimously adopted:
(i) Deliberated and adopted the proposal on adding independent directors
Whereas, Ms. Zhang Ying, an independent director of the company, submitted a written resignation report to the company on December 31, 2021, applying for resignation from the position of independent director of the Fifth Board of directors, member of the audit committee and Nomination Committee of the Fifth Board of directors. In order to ensure the normal operation of the board of directors, the board of directors of the company agreed to nominate Ms. Yu Fanghong as the candidate for independent director of the Fifth Board of directors of the company after the qualification review of the nomination committee of the board of 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 term of office of the Fifth Board of directors (see Annex for resume).
Ms. Yu Fanghong served as an independent director of the third and fourth board of directors of the company from December 30, 2014 to December 28, 2020. From the date of leaving as an independent director of the company to the date of being nominated as an independent director candidate of the Fifth Board of directors of the company, she did not buy or sell the company’s shares, Comply with the relevant provisions of laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange on the gem and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange.
Ms. Yu Fanghong, the candidate for independent director of the company, has obtained the qualification certificate of independent director of listed company issued by Shenzhen Stock Exchange, and her qualification and independence need to be filed and reviewed by Shenzhen Stock Exchange before being submitted to the general meeting of shareholders for deliberation.
The independent directors of the company have expressed their independent opinions on the proposal.
For details, please refer to cninfo (www.cn. Info. Com.. CN.) on the gem information disclosure website designated by China Securities Regulatory Commission on the same day Announcement on the addition of independent directors (Announcement No.: 2022-005).
Voting results: 7 in favor, 0 against and 0 abstention, and the proposal was adopted.
（2） The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
It is agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 through on-site meeting and online voting on January 24, 2022.
For details, please refer to cninfo (www.cn. Info. Com.. CN.) on the gem information disclosure website designated by China Securities Regulatory Commission on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-006).
Voting results: 7 in favor, 0 against and 0 abstention, and the proposal was adopted.
3、 Documents for future reference
(i) Resolution of the Trs Information Technology Co.Ltd(300229) 9th meeting of the 5th board of directors;
（2） Independent opinions of Trs Information Technology Co.Ltd(300229) independent directors on matters related to the ninth meeting of the Fifth Board of directors.
It is hereby announced.
Trs Information Technology Co.Ltd(300229) attachment of the board of directors on January 7, 2022:
Resume of independent director candidates
Ms. Yu Fanghong, born in April 1966, Chinese nationality, without overseas residency, graduated from Zhejiang University in 1987 with a bachelor’s degree, certified public accountant and certified tax agent. He used to be a teaching assistant, lecturer and associate professor of the enterprise management department of the Agricultural Reclamation Management Cadre College of the Ministry of agriculture, the project manager of Zhongqing Certified Public Accountants (later renamed zhongxingyu certified public accountants), the audit manager and technical partner of Lianda certified public accountants, and is now a partner of Dahua Certified Public Accountants (special general partnership), He also serves as an independent director of Beijing kangbit Sports Technology Co., Ltd. and Hebei runnong Water Saving Technology Co., Ltd.
As of the disclosure date of this announcement, Ms. Yu Fanghong did not directly or indirectly hold shares of the company; There is no affiliated relationship with the controlling shareholder, actual controller, other directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company; There are no circumstances specified in Article 146 of the company law; There are no circumstances specified in article 3.2.4 of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange; There is no punishment by the China Securities Regulatory Commission and other relevant departments or by the stock exchange; Not a dishonest person.
