Securities code: Shanghai Sk Automation Technology Co.Ltd(688155) securities abbreviation: Shanghai Sk Automation Technology Co.Ltd(688155) Announcement No.: 2022033 Shanghai Sk Automation Technology Co.Ltd(688155)
Announcement on the general election of the board of directors and the board of supervisors of the company
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.
Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company”) the term of office of the second board of directors and board of supervisors is about to expire. In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and other laws and regulations, as well as the Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, the company carries out the nomination for the replacement of the board of directors and the board of supervisors, The general election of the board of directors and the board of supervisors is hereby announced as follows:
1、 General election of the board of directors
The company held the 34th meeting of the second board of directors on April 8, 2022, deliberated and adopted the proposal on the election of the board of directors and the nomination of candidates for non independent directors of the third board of directors, the proposal on the election of the board of directors and the nomination of candidates for independent directors of the third board of directors, The independent directors of the company also expressed their independent opinions on the proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the third board of directors and the proposal on the general election of the board of directors and the nomination of candidates for independent directors of the third board of directors. The above matters need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
After the qualification examination of the members of the third board of directors by the nomination committee of the board of directors, the board of directors of the company agreed to nominate Mr. Pan Yanqing, Ms. Wang Yinglin, Mr. Chen Yijian, Mr. Zhang Anjun, Mr. Shaohui and Ms. Miao Longjiao as non independent directors of the third board of directors of the company; Agree to nominate Mr. Xue Wenge, Mr. Li bailing and Mr. Dai Yongbin as independent directors of the third board of directors of the company. Mr. Xue Wenge, Mr. Li Boling and Mr. Dai Yongbin have obtained the qualification certificate of independent directors and the learning certificate of video course for independent directors on the science and Innovation Board of Shanghai Stock Exchange; Mr. Li Yongbin, accounting professional.
The independent directors of the second board of directors of the company have expressed independent opinions unanimously on the above matters. For details, see the independent opinions of independent directors on matters related to the 34th meeting of the second board of directors disclosed by the company on the same day.
According to relevant regulations, the candidates for independent directors of the company can only be submitted to the 2021 annual general meeting of shareholders of the company for deliberation after being examined and approved by Shanghai Stock Exchange. Among them, non independent directors and independent directors will be elected by cumulative voting system. According to the relevant provisions of the articles of association, the directors of the third board of directors of the company will take office from the date of deliberation and approval of the 2021 annual general meeting of shareholders for a term of three years. The resumes of the above candidates for directors are attached.
2、 General election of the board of supervisors
Upon the recommendation of shareholders, the board of supervisors agreed to the nomination. The company held the 27th meeting of the second board of supervisors on April 8, 2022, deliberated and approved the proposal on the election of the board of supervisors and the nomination of candidates for non employee representative supervisors of the third board of supervisors, and agreed to nominate Mr. Chen Weilin and Mr. Zheng Binfeng as non employee representative supervisors of the third board of supervisors, which were submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The above non employee representative supervisors will form the third board of supervisors of the company together with Mr. Xu Qiang, an employee representative supervisor elected by the employee congress of the company. Non employee representative supervisors of the third board of supervisors of the company are elected by cumulative voting system. According to the relevant provisions of the articles of association, the supervisor of the third board of supervisors of the company will take office from the date of deliberation and approval of the 2021 annual general meeting of shareholders for a term of three years. The resume of the above non employee representative supervisor candidates is attached.
3、 Other information
The qualifications of the above candidates for directors and supervisors meet the requirements of relevant laws, administrative regulations and normative documents for the qualifications of directors and supervisors. There is no situation that they are not allowed to serve as directors and supervisors of the company as stipulated in the company law and the articles of association, and have not been subject to administrative punishment by the China Securities Regulatory Commission or punishment by the exchange. There is no situation that Shanghai stock exchange determines that they are not suitable to serve as directors of listed companies Other circumstances of the supervisor. In addition, the educational background and work experience of the candidates for independent directors are competent for the responsibilities of independent directors and meet the relevant requirements for the qualification and independence of independent directors in the rules for independent directors of listed companies.
In order to ensure the normal operation of the board of directors and the board of supervisors of the company, the second board of directors and the board of supervisors shall still perform their duties in accordance with the company law, the articles of association and other relevant provisions before the above-mentioned general meeting of shareholders in 2021 is deliberated and approved.
The members of the second board of directors and the board of supervisors of the company have been diligent during their tenure and played a positive role in promoting the standardized operation and sustainable development of the company. The company expresses its heartfelt thanks to all directors and supervisors for their contributions to the development of the company during their tenure!
It is hereby announced.
Shanghai Sk Automation Technology Co.Ltd(688155) board of directors April 9, 2022 Annex: resumes of candidates for the third session of non independent directors, independent directors and non employee representative supervisors
1、 Resume of non independent director candidates
Mr. Pan Yanqing: Chinese nationality, without permanent residency abroad, born in September 1970, with a master’s degree. From 1991 to 1996, served as the planning engineer of Shanghai Volkswagen Co., Ltd; From 1996 to 1998, he served as the project manager of the Engineering Department of the Shanghai Representative Office of German Gome; From 1998 to 2005, he served as the project manager and department manager of tightening technology division of Bosch Rexroth (China) Co., Ltd. Shanghai Representative Office; From 2005 to 2015, general manager of Shanghai baoyiwei electromechanical Co., Ltd; From May 2015 to June 2019, he served as the executive director of Shanghai baoyiwei electromechanical Co., Ltd; From July 2019 to now, he has served as the chairman of Shanghai baoyiwei electromechanical Co., Ltd. He has been the chairman of the company since January 2016 and the chief technology officer of the company since April 2019.
As of the disclosure date of this announcement, Mr. Pan Yanqing has directly or indirectly held 10831559 shares of the company through Shanghai Jingliu Investment Consulting Co., Ltd. and Shanghai Jinghui investment partnership (limited partnership), accounting for 14.25% of the total share capital of the company. He has no relationship with shareholders holding more than 5% of the company, other directors, supervisors and senior managers, and has not been punished by the CSRC and other relevant departments or the stock exchange, Not suspected of committing a crime, being filed for investigation by the judicial organ or suspected of violating laws and regulations, being filed for inspection by the CSRC, not being a dishonest person, and meeting the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, etc.
Ms. Wang Yinglin: Chinese nationality, without permanent residency abroad, born in April 1973, with a bachelor’s degree. From 1996 to 1999, he served as the general manager assistant of Shanghai lunford Auto Parts Co., Ltd; From 1999 to 2006, he served as the general manager of Shanghai Xianhui assembly machinery Co., Ltd. He has been the general manager of the company since 2007, the legal representative and executive director of the company from June 2010 to January 2016, and the director of the company since January 2016.
As of the disclosure date of this announcement, Ms. Wang Yinglin directly or indirectly holds 20518617 shares of the company through Shanghai Jingliu Investment Consulting Co., Ltd. and Shanghai Jinghui investment partnership (limited partnership), accounting for 27.00% of the total share capital of the company, has no relationship with shareholders holding more than 5% of the company, other directors, supervisors and senior managers, and has not been punished by the CSRC and other relevant departments or the stock exchange, Not suspected of committing a crime, being filed for investigation by the judicial organ or suspected of violating laws and regulations, being filed for inspection by the CSRC, not being a dishonest person, and meeting the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, etc.
Mr. Chen Yijian: Chinese nationality, without permanent residency abroad, born in May 1972, with a bachelor’s degree. From September 1995 to March 2004, he successively served as the enterprise and institution division directly under the financial and foreign exchange management department of the National Tourism Administration and the planning and development department
Deputy chief section member and chief section member of industry supervision division and Finance Division of exhibition and finance department; From April 2004 to November 2011, he served as the general manager of Beijing Zhongruida tax agent firm Co., Ltd; From November 2011 to October 2017, he served as executive director and manager of Daoqin Yongxin (Beijing) tax agent firm Co., Ltd. He served as the chairman of the board of supervisors of the company from January 2016 to October 2017, the chief financial officer and director of the company since October 2017, and the executive deputy general manager of the company since June 2021.
As of the disclosure date of this announcement, Mr. Chen Yijian has directly or indirectly held 1054000 shares of the company through Shanghai Jinghua Investment Consulting Co., Ltd. and the 2020 restricted stock incentive plan, accounting for 1.39% of the total share capital of the company, has no relationship with shareholders holding more than 5% of the company, other directors, supervisors and senior managers, and has not been punished by the CSRC and other relevant departments and the stock exchange, Not suspected of committing a crime, being filed for investigation by the judicial organ or suspected of violating laws and regulations, being filed for inspection by the CSRC, not being a dishonest person, and meeting the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, etc.
Mr. Zhang Anjun: Chinese nationality, without permanent residency abroad, born in October 1972, with a bachelor’s degree. From 1996 to 2004, he served as the chief of the technical section of Harbin Automotive Power Co., Ltd. of aviation industry group; From 2004 to 2007, he served as senior project director of Shanghai Representative Office of German Gome; From 2007 to 2010, he served as the director of the scheme Department of Shanghai ABB Engineering Co., Ltd. He served as the manager of the company from June 2010 to January 2016, the supervisor of the company from June 2011 to January 2016, and the director and deputy general manager of the company since January 2016. As of the disclosure date of this announcement, Mr. Zhang Anjun directly or indirectly holds 1798910 shares of the company through Shanghai Jinghua Investment Consulting Co., Ltd. and Shanghai Jinghui investment partnership (limited partnership), accounting for 2.37% of the total share capital of the company, has no relationship with shareholders holding more than 5% of the company, other directors, supervisors and senior managers, and has not been punished by the CSRC and other relevant departments or the stock exchange, Not suspected of committing a crime, being filed for investigation by the judicial organ or suspected of violating laws and regulations, being filed for inspection by the CSRC, not being a dishonest person, and meeting the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, etc.
Ms. Miao Longjiao: Chinese nationality, without permanent residency abroad, born in October 1988, with a master’s degree. From March 2013 to now, he has served as the investment director of Shanghai Shangqi investment management partnership (limited partnership). He has been a director of the company since September 2016.
As of the disclosure date of this announcement, Ms. Miao Longjiao has not directly or indirectly held shares of the company, has no relationship with shareholders holding more than 5% of the company, other directors, supervisors and senior managers, has not been punished by China Securities Regulatory Commission and other relevant departments and the stock exchange, and has not been suspected of committing a crime and filed for investigation by judicial organs or the qualifications required by laws, regulations, departmental rules and normative documents.
Mr. Shao Hui: Chinese nationality, without permanent residency abroad, born in September 1981, with a master’s degree. From August 2008 to February 2017, he worked in China Insurance Regulatory Commission. From March 2017 to now, he has worked in Tian’an Life Insurance Co., Ltd., served as the deputy general manager of the asset management center, and has been a director of the company since October 2020.
As of the disclosure date of this announcement, Mr. Shao Hui has not directly or indirectly held shares of the company, has no relationship with shareholders holding more than 5% of the company, other directors, supervisors and senior managers, has not been punished by the CSRC and other relevant departments and the stock exchange, has not been suspected of committing a crime, has not been filed for investigation by the judicial organ or has been filed for inspection by the CSRC for violation of laws and regulations, and is not a dishonest person to be executed, Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules and normative documents.
2、 Resume of independent director candidates
Mr. Xue Wenge: Chinese nationality, without permanent residency abroad, born in April 1970, with a master’s degree. From August 1993 to March 1995, he served as a technician of Jixi Thermal Power Co., Ltd; From March 1995 to July 2004, he served as a judge of Lishu District People’s court, Jixi City, Heilongjiang Province; From July 2007 to June 2009, he served as a lawyer in Shanghai Branch of Zhejiang xintaizhou law firm; Lawyer of Shanghai Jinjun law firm from January to June, 2018; From January 2018 to may 2020, he served as a lawyer of Shanghai lanbai law firm; From May 2020 to January 2022, he served as a partner lawyer of Shanghai Haihua Yongtai law firm; From February 2022 to now, he has been the senior partner of Shanghai Riying law firm.
As of the disclosure date of this announcement, Mr. Xue Wenge has not directly or indirectly held shares of the company, has no relationship with shareholders holding more than 5% of the company, other directors, supervisors and senior managers, has not been punished by the CSRC and other relevant departments and the stock exchange, has not been suspected of committing a crime, has not been filed for investigation by the judicial organ or has been filed for inspection by the CSRC for violation of laws and regulations, and is not a dishonest person to be executed, Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules and normative documents.
Mr. Li Boling: Chinese nationality, without permanent residency abroad, born in February 1954, with a bachelor’s degree. From September 1971 to September 1979, he worked as an accountant of Shanghai Xinhua plastic hardware factory; From August 1983 to July 1997, he served as the director of the Department of Finance and accounting of Shanghai Economic Management Cadre College; From January 1994 to 1997
