Securities code: Kede Numerical Control Co.Ltd(688305) securities abbreviation: Kede Numerical Control Co.Ltd(688305) Announcement No.: 2022021 Kede Numerical Control Co.Ltd(688305)
Announcement on by election of independent directors of the second board of directors 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.
1、 Relevant information on the by election of independent directors of the second board of directors of the company
Mr. Liu Xu, an independent director of Kede Numerical Control Co.Ltd(688305) (hereinafter referred to as “the company”), applied for resignation as an independent director of the second board of directors of the company for personal reasons, and resigned from relevant positions of the special committee of the second board of directors of the company. After resignation, he will no longer hold any position in the company. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 29, 2022 Announcement of Kede Numerical Control Co.Ltd(688305) on resignation of independent directors of the company (Announcement No.: 2022013) disclosed.
Since Mr. Liu Xu’s resignation will result in the number of independent directors of the company being less than one-third of the members of the board of directors, according to the company law, the rules for independent directors of listed companies, the articles of association and other relevant provisions, Mr. Liu Xu’s resignation application will take effect after the company elects a new independent director to fill his vacancy. Before the by election of independent directors, Mr. Liu Xu will continue to perform the duties of independent directors and members of relevant special committees of the board of directors in accordance with relevant laws, regulations and the articles of association.
According to the relevant laws and regulations such as the company law, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and the relevant provisions of the articles of association, the nomination committee of the second session of the board of directors of the company proposed and conducted qualification examination. Mr. Zhao Ming met the qualifications and conditions for serving as an independent director of the company, and the board of directors of the company nominated Mr. Zhao Ming as an independent director candidate of the second session of the board of directors of the company (see the appendix for Mr. Zhao Ming’s resume), The term of office starts from the date of deliberation and approval of this proposal by the general meeting of shareholders of the company to the date of expiration of the term of office of the second board of directors. The company held the 22nd Meeting of the second board of directors on April 7, 2022, deliberated and adopted the proposal on by election of independent directors of the second board of directors of the company. If Mr. Zhao Ming is appointed as an independent director with the consent of the general meeting of shareholders of the company, the board of directors of the company agrees to elect Mr. Zhao Ming as the chairman of the remuneration and assessment committee, the member of the nomination committee and the member of the audit committee of the second board of directors of the company, and the term of office starts from the date of deliberation and approval by the general meeting of shareholders of the company to the date of expiration of the term of office of the second board of directors. The independent directors of the company expressed their independent opinions on this matter.
Mr. Zhao Ming does not hold shares of the company and has no relationship with the company and its controlling shareholders, actual controllers, shareholders holding more than 5% shares and other directors, supervisors and senior managers. Mr. Zhao Ming has obtained the qualification certificate of independent director, and his qualification and independence shall be reviewed by Shanghai Stock Exchange before being submitted to the general meeting of shareholders of the company for deliberation.
2、 Opinions of independent directors
1. After reviewing the personal resume and other relevant materials of Mr. Zhao Ming, the candidate for independent director of the company, and understanding his work experience. We agree that the educational background, working experience, professional ability and professional quality of the candidate for independent director meet the requirements of the position to be held, and we have not found that Mr. Zhao Ming, the candidate for independent director to be elected, is not allowed to serve as an independent director as stipulated in the company law, the articles of association and the rules for independent directors of listed companies, It has not been found that it has been identified as a market prohibited person by the CSRC and the prohibition has not been lifted, or has been subject to any punishment and punishment by the CSRC and Shanghai Stock Exchange.
2. This by election of independent directors has been reviewed and approved by the nomination committee of the board of directors of the company. The nomination, deliberation and voting procedures of independent director candidates are legal and effective, and comply with relevant laws and regulations and the articles of association.
As an independent director of the company, we unanimously agree to the nomination of Mr. Zhao Ming, the candidate for independent director, and agree to submit it to the general meeting of shareholders for deliberation after being examined and approved by Shanghai Stock Exchange.
It is hereby announced.
Kede Numerical Control Co.Ltd(688305) board of directors April 11, 2022
enclosure:
Resume of Mr. Zhao Ming
Zhao Ming, male, born in 1982, Chinese nationality, without permanent residency abroad, graduated from Northeast University of Finance and economics with a master’s degree in economic law. From March 2009 to March 2010, worked in the Dalian Branch of the people’s Insurance Company of China, engaged in legal work; From April 2010 to now, he has worked as a lawyer in Beijing Kyoto (Dalian) law firm.
As of the disclosure date of this announcement, Mr. Zhao Ming has no relationship with the controlling shareholder and actual controller of the company, and has no relationship with other shareholders, directors, supervisors and senior managers holding more than 5% of the company’s shares. Mr. Zhao Ming does not hold shares of the company.
Mr. Zhao Ming is not allowed to serve as a director of the company as stipulated in Article 146 of the company law, is not determined by the CSRC as a prohibited person in the market and is still in the period of prohibition, nor is he publicly determined by the stock exchange that he is not suitable to serve as a director of a listed company, has not been punished and punished by the CSRC, the stock exchange and other relevant departments, and complies with the company law and other relevant laws Requirements of laws and regulations.
