Securities code: Xueda (Xiamen) Education Technology Group Co.Ltd(000526) securities abbreviation: Xueda (Xiamen) Education Technology Group Co.Ltd(000526) Announcement No.: 2022011 XueDa (Xiamen) Education Technology Group Co., Ltd
Announcement on the general election of the board of 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.
The term of office of the ninth board of directors of XueDa (Xiamen) Education Technology Group Co., Ltd. (hereinafter referred to as “the company”) will expire. According to the company law, the articles of association and other relevant provisions, the company carried out the general election of the board of directors, held the 32nd meeting of the ninth board of directors on March 31, 2022, and deliberated and adopted the proposal on the general election of non independent directors of the 10th board of directors Proposal on the general election of independent directors of the 10th board of directors.
After nomination by shareholders and deliberation by the board of directors, the candidates for non independent directors of the 10th board of directors of the company are Mr. Wu Shengwu, Mr. Jin Xin, Mr. Liao Chunrong and Ms. Zhu Jinli respectively, and the candidates for independent directors of the 10th board of directors of the company are Mr. Wang Zhen, Mr. Zhang Yun and Mr. Yang Nong respectively. The resumes of the above candidates are attached (in no order), The number of independent directors to be appointed shall not be less than one-third of the total number of directors of the company, and the total number of directors to be appointed as senior managers of the company and staff representatives in the board of directors shall not exceed one-half of the total number of directors of the company.
The company will hold the first extraordinary general meeting of shareholders in 2022 to vote on the above candidates one by one in the form of cumulative voting system to elect the 10th board of directors. The term of office of the 10th board of directors is three years from the date of deliberation and approval by the general meeting of shareholders.
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.
The company has posted the relevant information of independent director candidates on the website of Shenzhen Stock Exchange (www.szse. CN) in accordance with the requirements of self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board The publicity period is three trading days. During the publicity period, if any unit or individual has any objection to the employment conditions and independence of independent director candidates, they can give feedback to Shenzhen Stock Exchange on the employment conditions of independent director candidates and the situation that may affect their independence through the channels provided on the website of Shenzhen Stock Exchange.
In order to ensure the normal operation of the company’s board of directors, before the new board of directors takes office, all directors of the ninth board of directors will still earnestly perform their duties in accordance with relevant laws and regulations and the articles of association. The term of office of the directors of the ninth board of directors will expire on the date of election of the tenth board of directors.
It is hereby announced.
Board of directors of XueDa (Xiamen) Education Technology Group Co., Ltd
April 1, 2022
Annex 1: resume of candidates for non independent directors of the 10th board of directors
1. Wu Shengwu, male, born in September 1973, is a member of the Communist Party of China. He graduated from Tsinghua University and Huazhong University of science and technology. He holds a Bachelor of engineering degree and a master of law degree from Tsinghua University and a doctor of management degree from Huazhong University of science and technology. Mr. Wu Shengwu has served as the chairman of the ninth board of directors of the company since October 2019. At present, Mr. Wu Shengwu also serves as the global executive vice president of Ziguang Group Co., Ltd., the chairman of Ziguang zhanrui (Shanghai) Technology Co., Ltd., the chairman and CEO of Beijing Ziguang Storage Technology Co., Ltd., and the chairman of Beijing Ziguang Liansheng Technology Co., Ltd. Before joining Ziguang group, he served as deputy director of the electronic information department of the Ministry of industry and information technology, executive deputy director of the national major special management office, district head of Haishu District People’s Government of Ningbo, director of Ningbo Information Industry Bureau, etc. Dr. Wu Shengwu has won honors such as the national advanced individual in scientific and technological progress commended by the Ministry of science and technology of the people’s Republic of China, the China informatization outstanding person award, and the China Science and Education Talent Award. He also served as a part-time professor at Tsinghua University and Zhejiang University and published many works and research papers.
Mr. Wu Shengwu currently serves as the global executive vice president of Ziguang Group Co., Ltd., a shareholder indirectly holding more than 5% of the company. In addition, he has no relationship with other shareholders holding more than 5% of the company’s shares, actual controllers and other directors, supervisors and senior managers of the company. Mr. Wu Shengwu has not held the company’s shares, has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, has not been placed on file for investigation by the judicial organ for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, has not been publicized by the CSRC on the public query platform of illegal and dishonest information in the securities and futures market, or has been included in the list of dishonest Executees by the people’s court, There is no circumstance in paragraph 1 of 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, which stipulates that they shall not be nominated as directors, and they meet the job requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the exchange.
2. Jin Xin, male, born in 1977, Han nationality, Bachelor of economics, Capital University of economics and trade, member of China Association for the promotion of democracy. Mr. Jin Xin founded Xueda (Xiamen) Education Technology Group Co.Ltd(000526) , in September 2001, and has been the chairman, President (and general manager) of Beijing XueDa Information Technology Group Co., Ltd. since 2009; Since 2016, he has served as executive director, President (and general manager) of Xuecheng Century (Beijing) Information Technology Co., Ltd. Mr. Jin Xin has been the general manager of the company since May 2020 and the director of the company since June 2020.
At present, Mr. Jin is the vice chairman of the third China Minjin Education Association, the executive director of the third China Minjin Education Association, the vice chairman of the Beijing Minjin Education Association, and the executive director of the third China Minjin Education Association.
Mr. Jin Xin is currently the executive director of Tianjin ante Culture Communication Co., Ltd., one of the controlling shareholders of the company, and the executive director of Tianjin Jinfeng Culture Communication Co., Ltd., one of the controlling shareholders of the company. He is the actual controller of the company. In addition, it has no relationship with other shareholders holding more than 5% of the company’s shares, actual controllers and other directors, supervisors and senior managers of the company.
Mr. Jin Xin has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, has not been placed on file for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, has not been publicized by the CSRC on the open inquiry platform of illegal and dishonest information in the securities and futures market, or has been included in the list of dishonest Executees by the people’s court, There is no circumstance in paragraph 1 of 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, which stipulates that they shall not be nominated as directors, and they meet the job requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the exchange.
2. Liao Chunrong, male, born in March 1964, master of business administration. Mr. Liao Chunrong has served as chairman of Shanghai Yinrun holding (Group) Co., Ltd., chairman of Yinrun Holding Group Co., Ltd. (Macao), chairman and general manager of Zhejiang Taizhou yelinwan investment planning Co., Ltd. Mr. Liao Chunrong has been a director of the company since July 2011.
At present, Mr. Liao Chunrong is the chairman and general manager of Zhejiang Taizhou yelinwan investment planning Co., Ltd., one of the controlling shareholders of the company, and the manager of Tianjin Jinfeng Culture Communication Co., Ltd., one of the controlling shareholders of the company. In addition, he has no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers of the company who hold more than 5% of the shares of the company. Mr. Liao Chunrong has not held the company’s shares, has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, has not been placed on file for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, has not been publicized by the CSRC on the public query platform of illegal and dishonest information in the securities and futures market, or has been included in the list of dishonest Executees by the people’s court, There is no circumstance in paragraph 1 of 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, which stipulates that they shall not be nominated as directors, and they meet the job requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the exchange.
3. Zhu Jinli, female, born in June 1972, Han nationality, master of finance from Wuhan University, member of China Agricultural and industrial Democratic Party. In 2005, he opened up the Taiyuan market and served as the general manager of Xueda (Xiamen) Education Technology Group Co.Ltd(000526) Taiyuan branch; In July 2013, he was transferred to the headquarters of the company’s subsidiary Xueda (Xiamen) Education Technology Group Co.Ltd(000526) group as the senior director of the education management department; May 2015 – 2021
In April, he served as the head of the teaching and research resource management center of the company’s subsidiary Xueda (Xiamen) Education Technology Group Co.Ltd(000526) group; From September 2017 to August 2020, concurrently in charge of the human resource management center of Xueda (Xiamen) Education Technology Group Co.Ltd(000526) group; From March 2020 to now, he has served as the general manager of the company’s subsidiary Xueda (Xiamen) Education Technology Group Co.Ltd(000526) Jiangsu region, fully responsible for regional operation management. Ms. Zhu Jinli has been a director of the company since April 2021.
Up to now, Ms. Zhu Jinli does not hold shares of the company and has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the shares of the company. Ms. Zhu Jinli has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, has not been placed on file for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, has not been publicized by the CSRC on the public query platform of illegal and dishonest information in the securities and futures market, or has been included in the list of dishonest Executees by the people’s court, There is no circumstance in paragraph 1 of 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, which stipulates that they shall not be nominated as directors, and they meet the job requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the exchange.
Annex 2: resume of independent director candidates of the 10th board of directors
1. Wang Zhen, male, born in September 1973, is a member of the Communist Party of China, an associate professor of accounting at Hebei University of Geosciences, a master’s supervisor, a doctor, and qualified as a Chinese certified tax agent and accountant. Mr. Wang Zhen once served as Deputy Secretary of the Youth League Committee of Hebei Economic and Trade Management Cadre College and lecturer of the vocational and Technical College of Shijiazhuang University of economics. He is now a distinguished expert of the education center of the State Administration of Taxation, a graduate cooperation tutor of the school of Finance and finance of Renmin University of China, a part-time master tutor of Zhongnan University of economics and law, a Distinguished Visiting Professor of Beijing National Accounting College, a director of China Tax Planning Research Association and a director of China Society of business accounting, Director of tax planning research center, School of management, Hebei University of Geosciences. Mr. Wang Zhen has served as an independent director of the company since February 2018.
Mr. Wang Zhen is qualified as an independent director of a listed company. He is now an independent director of Shijiazhuang Yiling Pharmaceutical Co.Ltd(002603) and an independent director of jinmailang Food Co., Ltd.
Up to now, Mr. Wang Zhen does not hold shares of the company and has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the shares of the company. Mr. Wang Zhen has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, has not been placed on file for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, has not been publicized by the CSRC on the open query platform of illegal and dishonest information in the securities and futures market, or has been included in the list of dishonest Executees by the people’s court, There is no circumstance in paragraph 1 of 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, which stipulates that they shall not be nominated as directors, and they meet the job requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the exchange.
2. Zhang Yun, male, born in September 1976, American nationality, PhD. Main work experience: from 2003 to 2009, he was an assistant professor of accounting at Fuqua School of business, Duke University; From 2009 to 2015, he was an assistant professor of accounting in the Department of accounting at George Washington University; Since 2015, he has been a lifelong associate professor of accounting in the Department of accounting at George Washington University. Mr. Zhang Yun has served as an independent director of the company since July 2020.
Mr. Zhang Yun is qualified as an independent director of a listed company. He is currently a director of Shanghai Shanghai Sinotec Co.Ltd(603121) Technology (Group) Co., Ltd. and an independent director of cheetah mobile.
Up to now, Mr. Zhang Yun has no shares in the company and has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the shares of the company. Mr. Zhang Yun has not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, has not been placed on file for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, has not been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or has been included in the list of dishonest Executees by the people’s court, There is no circumstance in paragraph 1 of 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, which stipulates that they shall not be nominated as directors, and they meet the job requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the exchange.
3. Yang Nong, male, born in 1962, graduated from Beijing University of technology in July 1982. He has a master’s degree in world economics from Beijing Normal University. He was formerly a member of the Party group and deputy director general of China Vocational Education Society, a distinguished expert in Qianjiang, Hangzhou, a distinguished professor of Zhuhai branch of Beijing Normal University, and a research fellow of vocational education of Hangzhou Normal University
