Securities code: 603680 securities abbreviation: Ktk Group Co.Ltd(603680) Announcement No.: 2022-002 Ktk Group Co.Ltd(603680)
Announcement on resignation of independent directors and by election of independent directors
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.
The board of directors of Ktk Group Co.Ltd(603680) (hereinafter referred to as "the company") recently received a written resignation report from Ms. Gu Qing, a director of the company. Ms. Gu Qing applied to the board of directors for resignation as an independent director, a member of the nomination committee and a convener for personal reasons.
In view of the fact that Ms. Gu Qing's resignation will cause the number of independent directors on the board of directors to be less than one-third of the members of the board of directors, according to the company law of the people's Republic of China, the guiding opinions on the independent director system of listed companies and the articles of association, Ms. Gu Qing's resignation report will take effect after the new independent directors are elected by the general meeting of shareholders. Before Ms. Gu Qing's resignation report takes effect, Ms. Gu Qing will continue to perform the duties of independent director, member and convener of the nomination committee of the board of directors in accordance with laws and regulations and the articles of association. During her tenure as an independent director of the company and a member of the special committee under the board of directors, Ms. Gu Qing performed her duties conscientiously and diligently. The board of directors of the company expressed heartfelt thanks to Ms. Gu Qing for her contributions to the development and standardized operation of the company during her tenure.
In order to ensure the normal operation of the board of directors, the board of directors of the company nominated Mr. Li Zhongxian as the candidate for independent director of the Fourth Board of directors of the company (see Annex for resume). The nomination committee of the board of directors reviewed Mr. Li Zhongxian's basic information such as work experience and qualification, and considered that Mr. Li Zhongxian met the guiding opinions on establishing independent director system in listed companies The basic conditions for independent directors as stipulated in the articles of association, etc., have independence and work experience, professional ability and professional quality necessary to perform the duties of independent directors, and there is no situation that independent directors are not allowed to serve as independent directors as stipulated by relevant laws.
The company held the 11th meeting of the 4th board of directors on January 7, 2022 and deliberated and adopted the proposal on by election of independent directors of the 4th board of directors. The board of directors of the company agreed to nominate Mr. Li Zhongxian as the candidate for independent directors of the 4th board of directors of the company (see the appendix for resume), and the term of office is from the date of adoption of the general meeting of shareholders to the date of expiration of the term of office of the 4th board of directors. The board of directors of the company agrees that after Mr. Li Zhongxian is elected as the independent director of the company, he shall serve as the member and convener of the nomination committee of the board of directors, and the term of office shall be the same as that of the independent director. The independent directors of the company have expressed their independent opinions on the nomination of Mr. Li Zhongxian as an independent director of the Fourth Board of directors of the company. Mr. Li Zhongxian has obtained the qualification certificate of independent director recognized by Shanghai Stock Exchange, and his qualification and independence as an independent director candidate of the Fourth Board of directors of the company have been filed and approved by Shanghai Stock Exchange.
It is hereby announced.
Ktk Group Co.Ltd(603680) board of directors January 10, 2022
Annex: resume of independent director candidates of the Fourth Board of directors
Mr. Li Zhongxian, born in January 1982, Chinese nationality, without permanent residency abroad, with a bachelor's degree. From July 2004 to March 2006, he served as a lawyer of Shanghai hope law firm; From March 2006 to May 2009, he served as a lawyer of Jiangsu boaixing law firm; From May 2009 to now, he has served as deputy director, business director and Party branch secretary of Jiangsu Yongchuang law firm.
Mr. Li Zhongxian does not hold the company's shares and has no relationship with the controlling shareholder, actual controller, other directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares.
Mr. Li Zhongxian is not allowed to serve as a director of the company in Article 146 of the company law, is not determined by the CSRC as a person prohibited from entering the market and is still in the prohibition period, is not publicly determined by the stock exchange to be unfit to serve as a director of a listed company, and has not been punished and punished by the CSRC, the stock exchange and other relevant departments, Meet the requirements of the company law and other relevant laws, regulations and regulations.
