Securities code: Si-Tech Information Technology Co.Ltd(300608) securities abbreviation: Si-Tech Information Technology Co.Ltd(300608) Announcement No.: 2022031 bond Code: 123054 bond abbreviation: site convertible bond
Si-Tech Information Technology Co.Ltd(300608)
Announcement on the early general election of the 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.
The term of office of the third board of directors of Si-Tech Information Technology Co.Ltd(300608) (hereinafter referred to as “the company”) will expire on June 10, 2022. Now, due to the work plan of the company and in accordance with the relevant provisions of the company law and the articles of association, the company has decided to conduct the general election of the board of directors in accordance with relevant legal procedures.
The company held the 25th meeting of the third board of directors on April 6, 2022, and deliberated and adopted the proposal on early general election of the board of directors and nomination of candidates for non independent directors of the Fourth Board of directors and the proposal on early general election of the board of directors and nomination of candidates for independent directors of the Fourth Board of directors. Upon nomination and recommendation by the board of directors, the nomination committee of the board of directors conducted qualification examination, and the board of directors of the company agreed to nominate Mr. Wu Feizhou, Mr. Song Junde, Mr. Wang Deming and Ms. Luan Ying as candidates for non independent directors of the Fourth Board of directors (see Annex I for resume); It is agreed to nominate Mr. Zhang Quanquan and Ms. Tang guoqiong (accounting professionals) as candidates for independent directors of the Fourth Board of directors (see Annex II for resume). The current independent directors of the company have expressed their independent opinions on the above proposal.
In the above list of candidates for directors, the total number of directors concurrently serving as senior managers of the company and held by employee representatives shall not exceed one-half of the total number of directors of the company, and the number of independent directors shall not be less than one-third of the total number of directors of the company. The nomination committee of the third session of the board of directors of the company has verified the qualifications of the above-mentioned director candidates, and confirmed that the above-mentioned director candidates meet the employment conditions specified in the company law, the articles of association and the working system of independent directors, and are qualified to serve as directors of listed companies.
Mr. Zhang Quanquan and Ms. Tang guoqiong have obtained the qualification certificate of independent directors recognized by Shenzhen Stock Exchange. Among them, Mr. Zhang Quanquan has served as an independent director of the company from July 2014 to June 2019. After verification, Mr. Zhang Quanquan has not traded the company’s shares since he left office in June 2019. Now, based on his personal educational background, work experience and previous diligence as an independent director of the company, the board of directors of the company agrees to nominate Mr. Zhang Quan as an independent director candidate of the company within three years after his departure. The qualification and independence of the above independent director candidates shall be reviewed by Shenzhen Stock Exchange before they can be submitted to the general meeting of shareholders of the company for deliberation, and four non independent directors and two independent directors shall be elected by cumulative voting to jointly form the Fourth 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 of the company. In order to ensure the normal operation of the board of directors, before the new board of directors takes office, the original directors will faithfully and diligently perform their duties and responsibilities in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and safeguard the interests of the company and all shareholders.
The company expresses its heartfelt thanks to all the directors of the third board of directors for their contributions to the company during their tenure!
It is hereby announced.
Si-Tech Information Technology Co.Ltd(300608) board of directors April 8, 2022
Resume of non independent directors
Mr. Wu Feizhou: born in April 1963, without permanent residency abroad, with a master’s degree. He served as the chairman of the board of directors and the general manager of Motorola computer systems Co., Ltd. (formerly known as Motorola computer systems Co., Ltd.) in 1995.
As of the disclosure date of this announcement, Mr. Wu Feizhou holds 62318671 shares of the company (accounting for 29.69% of the current total share capital of the company). As the controlling shareholder and actual controller of the company, he has not been punished by the CSRC and other relevant departments and the stock exchange. There are no circumstances specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, It is not a dishonest person and meets the employment conditions specified in the company law and the articles of association.
Mr. Song Junde, born in September 1938, without permanent residency abroad, is a doctor, professor and doctoral supervisor. He has successively served as teaching assistant, lecturer, associate professor and professor of Beijing University of Posts and Telecommunications (formerly Beijing Institute of Posts and Telecommunications), and is now a professor and doctoral supervisor of Beijing University of Posts and telecommunications; He is currently an independent director of Beijing qingniu Co., Ltd. and a consultant of Beijing Yiyang Communication Co., Ltd. and has been a director of the company since May 2013.
As of the disclosure date of this announcement, Mr. Song Junde does not hold shares of the company, has no relationship with the controlling shareholder, actual controller, other shareholders holding more than 5% shares of the company, other directors, supervisors and senior managers of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM. It is not a dishonest person and meets the employment conditions specified in the company law and the articles of association.
Mr. Wang Deming: born in May 1970, without permanent residency abroad, with a bachelor’s degree. He once worked in Heilongjiang Zhenlong group electromechanical company and Beijing Huayou Feile Digital Technology Co., Ltd; He joined the company in 2007 and is now a director of the company.
As of the disclosure date of this announcement, Mr. Wang Deming indirectly holds 1542611 shares of the company (accounting for 0.74% of the current total share capital of the company), has no relationship with the controlling shareholder, actual controller, other shareholders holding more than 5% shares of the company, other directors, supervisors and senior managers of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM. It is not a dishonest person and meets the employment conditions specified in the company law and the articles of association. Ms. Luan Ying: born in July 1970, without permanent residency abroad, with a college degree. Once served as chief financial officer of Beijing Ernst & Young Purun Investment Management Co., Ltd. and deputy general manager of Beijing Haonian Hotel Management Co., Ltd; He is currently the chief financial officer of Beijing Xiandai Investment Co.Ltd(000900) Consulting Co., Ltd. and the chief financial officer of Beijing Yating Landscape Hotel Management Co., Ltd.
He has been a director of the company since March 2016.
As of the disclosure date of this announcement, Ms. Luan Ying does not hold shares of the company, has no relationship with the controlling shareholder, actual controller, other shareholders holding more than 5% shares of the company, other directors, supervisors and senior managers of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM. It is not a dishonest person and meets the employment conditions specified in the company law and the articles of association.
Annex II:
Resume of independent directors
Mr. Zhang Quanquan: born in October 1946, Chinese nationality, without permanent residency abroad, graduate degree. Former director and senior engineer of the data Office of the Ministry of Posts and telecommunications; From July 2014 to June 2019, he served as an independent director of the company. He is currently the Deputy Secretary General of the communication and Information Committee of China Association of veteran professors.
As of the disclosure date of this announcement, Mr. Zhang Quanquan does not hold shares of the company, has no relationship with the controlling shareholder, actual controller, other shareholders holding more than 5% shares of the company, other directors, supervisors and senior managers of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM. It is not a dishonest person and meets the employment conditions specified in the company law and the articles of association.
Ms. Tang guoqiong: born in May 1963, Chinese nationality, without permanent residency abroad, doctor of accounting, member of the Communist Party of China, Professor of accounting, School of accounting, Southwest University of Finance and economics, and concurrently an expert in financial evaluation of science and technology projects of Sichuan Provincial Department of science and technology. He served as an independent director of Troy Information Technology Co.Ltd(300366) ( Troy Information Technology Co.Ltd(300366) ) from November 2008 to November 2014, an independent director of Chengdu Leejun Industrial Co.Ltd(002651) ( Chengdu Leejun Industrial Co.Ltd(002651) ) from November 2010 to November 2016, an independent director of Maoye Commercial Co.Ltd(600828) ( Maoye Commercial Co.Ltd(600828) ) from March 2012 to July 2018, and an independent director of Sichuan Xun You Network Technology Co.Ltd(300467) ( Sichuan Xun You Network Technology Co.Ltd(300467) ) from March 2012 to November 2018. He is currently an independent director of Beijing Dechen Technology Co., Ltd. Cheng Du Sheng Nuo Biotec Co.Ltd(688117) ( Cheng Du Sheng Nuo Biotec Co.Ltd(688117) ), Tianqi Lithium Corporation(002466) ( Tianqi Lithium Corporation(002466) ), Sichuan Mingxing Electric Power Co.Ltd(600101) ( Sichuan Mingxing Electric Power Co.Ltd(600101) ). He has served as an independent director of the company since June 11, 2019.
As of the disclosure date of this announcement, Ms. Tang guoqiong does not hold shares of the company, has no relationship with the controlling shareholder, actual controller, other shareholders holding more than 5% shares of the company, other directors, supervisors and senior managers of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM. It is not a dishonest person and meets the employment conditions specified in the company law and the articles of association.
