Securities code: Hubei Mailyard Share Co.Ltd(600107) securities abbreviation: Hubei Mailyard Share Co.Ltd(600107) Announcement No.: 2022019 Hubei Mailyard Share Co.Ltd(600107)
Announcement on resignation of directors, independent directors and general manager, amendment of articles of association, by election of directors and independent directors, appointment of general manager and executive deputy general manager
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Resignation of directors and general manager
The board of directors of Hubei Mailyard Share Co.Ltd(600107) (hereinafter referred to as “the company”) recently received the resignation report of Ms. Duan Wenyan, director and general manager of the company. Due to the adjustment of work content, Ms. Duan Wenyan applied to resign from the position of director and general manager of the company. After her resignation, she still served as the position of executive deputy general manager of the company.
According to the relevant provisions of the company law and the articles of association, Ms. Duan Wenyan’s resignation did not cause the number of members of the board of directors of the company to be lower than the minimum quorum. Ms. Duan Wenyan’s resignation report shall take effect from the date when it is delivered to the board of directors of the company. His resignation will not affect the legal and standardized operation of the board of directors of the company and the normal production and operation of the company.
Ms. duanwenyan was scrupulous and diligent during her tenure of the above positions, playing an important role in the standardized governance and good development of the company. Here, the board of directors of the company would like to express heartfelt thanks for his contribution to the development of the company during his tenure as general manager!
2、 Resignation of independent directors
The board of directors of the company recently received the resignation report of Mr. Fan Kaiye, an independent director of the company. For personal reasons, Mr. Fan Kaiye applied to resign as an independent director, a member of the nomination committee and a member of the strategy committee of the company. After his resignation, he will not hold any position in the company.
Mr. Fan Kaiye’s resignation will cause the number of independent directors of the company to be less than one-third of the members of the board of directors. According to the relevant provisions of the company law, the rules for independent directors of listed companies and the articles of association, his resignation report will take effect from the date when the new independent director is elected by the general meeting of shareholders of the company. Before the new independent director takes office, Mr. Fan Kaiye will continue to perform his duties as an independent director and a member of each special committee of the board of directors.
During his tenure as an independent director of the company and a member of the special committee under the board of directors, Mr. Fan Kaiye was scrupulous and diligent, and played an important role in the standardized governance and good development of the company. Here, the board of directors of the company expresses heartfelt thanks for his contribution to the development of the company during his tenure!
3、 Revision of the articles of Association
The company held the 20th meeting of the 11th board of directors on April 11, 2022, deliberated and adopted the proposal on Amending the articles of association, and agreed to amend the relevant provisions of the articles of association. The specific amendments are as follows:
Revised articles of Association
Article 106 the board of Directors consists of eight directors. Article 106 the board of Directors consists of nine directors, with one chairman and one vice chairman. Cheng, with one chairman and one vice chairman.
Except for the above amendments, other provisions of the articles of association remain unchanged. The revision of the articles of association needs to be submitted to the general meeting of shareholders for deliberation.
4、 By election of directors
At the 20th meeting of the 11th board of directors, the proposal on by election of directors of the 11th board of directors of the company was deliberated and adopted: after being recommended to the nomination committee of the board of directors by the major shareholder of the company, Hubei Hubei Mailyard Share Co.Ltd(600107) Group Co., Ltd., the nomination Committee of the board of directors reviewed the qualification of the nomination committee of the company and considered that the candidates for directors, Mr. Zheng Anbo and Mr. Shi Chun, met the qualification of directors of the company and the company law The provisions of relevant laws and regulations such as the standards for the governance of listed companies and the articles of association. The board of directors agrees to nominate and add Mr. Zheng Anbo and Mr. Shi Chun as candidates for directors of the 11th board of directors of the company. 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 11th board of directors of the company.
The independent directors of the company expressed their independent opinions on the proposal on the by election of directors of the 11th board of directors of the company. For details, see the website of Shanghai Stock Exchange, the designated information disclosure media of the company http://www.sse.com.cn./ 。 After being deliberated and approved by the board of directors, the proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
5、 By election of independent directors
In order to ensure the standardized operation of the company, in accordance with the company law, the rules for independent directors of listed companies, the articles of association and other relevant provisions, after the review of the nomination committee of the board of directors, the board of directors of the company nominated Mr. Liu Honghui as the candidate for independent director of the 11th board of directors of the company.
The 20th meeting of the 11th board of directors deliberated and adopted the proposal on by election of independent directors of the 11th board of directors of the company, agreed to nominate Mr. Liu Honghui as the candidate of independent directors of the 11th board of directors of the company, and agreed that Mr. Liu Honghui would serve as the chairman of the nomination committee and the member of the strategy committee of the board of directors after the election by the general meeting of shareholders, 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 11th board of directors of the company. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation. Mr. Liu Honghui has not obtained the independent director qualification certificate (main board) of Shanghai Stock Exchange, but has made a written commitment to participate in the latest independent director training and obtain the independent director qualification certificate recognized by Shanghai Stock Exchange.
Mr. Liu Honghui’s qualification and independence shall be submitted to the general meeting of shareholders of the company for deliberation after being filed and approved by Shanghai Stock Exchange.
The independent directors of the company expressed their independent opinions on the proposal on the by election of independent directors of the 11th board of directors of the company. For details, see the website of Shanghai Stock Exchange, the designated information disclosure media of the company http://www.sse.com.cn./ 。
6、 Appointment of general manager and executive deputy general manager of the company
The 20th meeting of the 11th board of directors of the company deliberated and approved the proposal on the appointment of the general manager and executive deputy general manager of the company, and appointed Mr. Zheng Anbo as the general manager and Ms. Duan Wenyan as the executive deputy general manager of the company.
The independent directors of the company expressed their independent opinions on the proposal on the appointment of the general manager and executive deputy general manager of the company. For details, see the website of Shanghai Stock Exchange, the designated information disclosure media of the company http://www.sse.com.cn./ 。
It is hereby announced.
Hubei Mailyard Share Co.Ltd(600107) board of directors April 12, 2022
