Securities code: Xueda (Xiamen) Education Technology Group Co.Ltd(000526) securities abbreviation: Xueda (Xiamen) Education Technology Group Co.Ltd(000526) Announcement No.: 2022009 XueDa (Xiamen) Education Technology Group Co., Ltd
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.
Announcement of resolutions of the 32nd meeting of the 9th board of directors
The 32nd meeting of the 9th board of directors of XueDa (Xiamen) Education Technology Group Co., Ltd. (hereinafter referred to as “the company”) has been notified to all directors orally and in writing (e-mail) on March 30, 2022. The meeting was held by means of communication voting at 9:00 a.m. on March 31, 2022. The meeting was presided over by Mr. Wu Shengwu, chairman of the board of directors. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law of the people’s Republic of China and the articles of association. After deliberation by the directors present at the meeting, the following matters were unanimously adopted:
1、 The proposal on the general election of non independent directors of the 10th board of directors was deliberated and adopted
Since the term of office of the ninth board of directors of the company will expire, the company will carry out the general election of the board of directors in accordance with the company law, the articles of association and other relevant provisions. Tianjin ante Culture Communication Co., Ltd., the controlling shareholder of the company, nominated Mr. Jin Xin, Mr. Liao Chunrong and Ms. Zhu Jinli as candidates for non independent directors of the 10th board of directors. Tibet Ziguang Zhuoyuan Equity Investment Co., Ltd., the shareholder holding more than 3% of the company, nominated Mr. Wu Shengwu as candidates for non independent directors of the 10th board of directors. The above candidates for non independent directors have been reviewed by the nomination committee of the board of directors of the company. The voting of the board of directors is as follows:
1.1 elect Wu Shengwu as a non independent director of the 10th board of directors of the company, with a term of office of three years from the date of deliberation and approval by the general meeting of shareholders.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
1.2 elect Jin Xin as a non independent director of the 10th board of directors of the company, with a term of office of three years from the date of deliberation and approval by the general meeting of shareholders.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
1.3 elect Liao Chunrong as a non independent director of the 10th board of directors of the company, with a term of office of three years from the date of deliberation and approval by the general meeting of shareholders.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
1.4 elect Zhu Jinli as a non independent director of the 10th board of directors of the company, with a term of office of three years from the date of deliberation and approval by the general meeting of shareholders.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed independent opinions on this proposal. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation. The general meeting of shareholders will adopt the cumulative voting system to vote one by one on the above director candidates and elect non independent directors of the 10th board of directors of the company. The term of office of the non independent directors of the ninth board of directors of the company will expire on the date of election of the tenth board of directors.
For details, please refer to the company’s website at China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN) on the same day Announcement on the general election of the board of directors of the company disclosed.
2、 The proposal on the general election of independent directors of the 10th board of directors was deliberated and adopted
Since the term of office of the ninth board of directors of the company will expire, the company will carry out the general election of the board of directors in accordance with the company law, the articles of association and other relevant provisions. Tianjin ante Culture Communication Co., Ltd., the controlling shareholder of the company, nominated Mr. Zhang Yun and Mr. Yang Nong as independent director candidates for the 10th board of directors. Tibet Ziguang Zhuoyuan Equity Investment Co., Ltd., the shareholder holding more than 3% of the company, nominated Mr. Wang Zhen as independent director candidates for the 10th board of directors. The above independent director candidates have been reviewed by the nomination committee of the board of directors. The voting of the board of directors is as follows:
1.1 elect Wang Zhen as an independent director of the 10th board of directors of the company, with a term of office of three years from the date of deliberation and approval by the general meeting of shareholders.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
1.2 elect Zhang Yun as an independent director of the 10th board of directors of the company for a term of three years from the date of deliberation and approval by the general meeting of shareholders.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
1.3 elect Yang Nong as an independent director of the 10th board of directors of the company, with a term of office of three years from the date of deliberation and approval by the general meeting of shareholders.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed independent opinions on this proposal. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation. The general meeting of shareholders will adopt the cumulative voting system to vote one by one on the above director candidates and elect the independent directors of the 10th board of directors of the company. The term of office of the independent directors of the ninth board of directors of the company will expire on the date of election of the tenth board of directors.
Independent director candidates Mr. Wang Zhen and Mr. Zhang Yun have obtained the independent director qualification certificate, and independent director candidate Mr. Yang Nong has not obtained the independent director qualification certificate. He has made a written commitment to participate in the latest independent director training and obtain the independent director qualification certificate recognized by Shenzhen Stock Exchange. The three independent director candidates have signed the declaration of independent director candidates on their qualifications and independence. Candidates for independent directors will be submitted to the general meeting of shareholders for election after their qualifications and independence have been reviewed and approved by Shenzhen Stock Exchange.
For details, please refer to the company’s website at China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN) on the same day Announcement on the general election of the board of directors of the company disclosed.
3、 The proposal on the allowance for independent directors of the 10th board of directors of the company was deliberated and adopted
In accordance with the rules for independent directors of listed companies, the articles of association and other relevant provisions of the CSRC, taking into account the actual situation of the company and the important role played by independent directors in the standardized operation of the company, and after deliberation by the remuneration and assessment committee of the board of directors, the board of directors agreed that the allowance for independent directors of the 10th board of directors of the company was 8000 yuan (tax included) / person / month.
Voting results: 7 in favor, 0 against and 0 abstention.
Independent directors have expressed independent opinions on this proposal. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
4、 The proposal on the signing of extension agreement II and related party transactions by the company was deliberated and adopted
Voting results: 6 in favor, 0 against and 0 abstention. Mr. Wu Shengwu, a related director, abstained from voting.
Independent directors have expressed their prior approval opinions and independent opinions on this proposal. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the company’s website at China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN) on the same day Announcement on signing extension agreement II and related party transactions disclosed. 5、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the company’s website at China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN) on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed. It is hereby announced.
Board of directors of XueDa (Xiamen) Education Technology Group Co., Ltd
April 1, 2022
