Securities code: 603122 securities abbreviation: Hefu China Announcement No.: pro 2022027 Hefu (China) Medical Technology Co., Ltd
Announcement on the election of the board of directors and supervisors
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 term of office of the first board of directors of Hefu (China) Medical Technology Co., Ltd. (hereinafter referred to as “the company”) will expire on April 18, 2022. 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 and other laws and regulations, as well as the articles of association of Hefu (China) Medical Technology Co., Ltd. (hereinafter referred to as the “articles of Association”), the company has carried out the general election of the board of directors and the board of supervisors. Now the general election of the board of directors and the board of supervisors is announced as follows:
1、 General election of the board of directors
According to the articles of association, the board of directors of the company is composed of 7 directors, of which 3 are independent directors. After the nomination committee of the board of Directors examined the qualification of candidates for directors of the second session of the board of directors, the company held the 24th Meeting of the first session of the board of directors on April 17, 2022, deliberated and adopted the proposal on nominating candidates for non independent directors of the second session of the board of directors and the proposal on nominating candidates for independent directors of the second session of the board of directors, and agreed to nominate Mr. Li Dun, Ms. Wang qiongzhi, Mr. Zeng guankai Ms. Yang Yuying is a non independent director candidate of the second board of directors of the company, and Mr. Stanley Yi Chang, Mr. Lei Yongyao and Ms. Zhou Lulu are independent director candidates of the second board of directors of the company. The resumes of the above candidates for directors are detailed in the annex.
The independent directors of the company have unanimously expressed their independent opinions on the above matters and believe that the qualifications of the candidates for directors nominated this time meet the requirements of relevant laws, administrative regulations and normative documents on the qualifications of directors. There is no situation that they are not allowed to serve as directors of the company as stipulated in the company law and the articles of association. These candidates for directors have not been subject to administrative punishment by the China Securities Regulatory Commission or punishment by the exchange, There are no other circumstances that Shanghai Stock Exchange deems unsuitable for being a director of a listed company. 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 and the company’s working system for independent directors. In conclusion, the independent directors agreed to nominate Mr. Li Dun, Ms. Wang qiongzhi, Mr. Zeng guankai, Ms. Yang Yuying and Ms. Zhou Lulu as candidates for independent directors of the second board of directors of the company, and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
The above director election matters need to be submitted to the general meeting of shareholders of the company for deliberation, and four non independent directors and three independent directors are elected by using the cumulative voting system. The above seven directors jointly form the second board of directors of the company. The term of office of the directors of the second board of directors is three years, calculated from the date of deliberation and approval by the general meeting of shareholders of the company.
2、 General election of the board of supervisors
The company held the 9th meeting of the first board of supervisors on April 17, 2022, reviewed and passed the proposal on nominating candidates for non employee supervisors of the second board of supervisors, agreed to nominate Ms. Chen Yan and MS. yangxiaojun as candidates for non employee representative supervisors of the second board of supervisors of the company (see the appendix for resume), and submitted them to the 2021 annual general meeting of the company for deliberation.
According to the provisions of the company law and the articles of association, the election of supervisors needs to be submitted to the general meeting of shareholders of the company for deliberation, and two non employee representative supervisors will be elected by adopting the cumulative voting system. The second board of supervisors of the company will be formed together with another employee representative supervisor elected by the recent employee representative meeting of the company. The term of office of the second board of supervisors of the company shall be three years from the date of deliberation and approval by the general meeting of shareholders.
3、 Other instructions
In order to ensure the normal operation of the board of directors and the board of supervisors of the company, the first 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 matters are deliberated and approved by the 2021 annual general meeting of shareholders.
It is hereby announced.
Board of directors of Hefu (China) Medical Technology Co., Ltd. April 18, 2022 Annex: resume of candidates
Resume of candidates for the second board of directors
Resume of non independent director candidates:
1. Li Dun, male, born in Taiwan, has no other permanent residency in China. He was born in June 1956 and has a bachelor’s degree. From November 1983 to April 1996, he worked in Beckman Instruments Co., Ltd. and served as the general manager of Greater China; From May 1996 to September 1996, he worked in the medical department of Philips, a Dutch company, and served as the general manager of Greater China; From July 1997 to June 2019, he served as the executive director of Hefu Taiwan; From October 2000 to March 2019, he served as the executive director of Hefu Co., Ltd; Served as the chairman of the company since April 2019; From November 2020 to now, he has served as the general manager of Kangyong management.
2, Wang Qiongzhi, female, China Taiwan, no other permanent residency, born in April 1957, bachelor degree. From November 1983 to June 2000, he worked as a China Unisys Taiwan Ltd and co operated with the business department. Served as the chairman of Hefu Co., Ltd. from July 2000 to March 2019; He has been the general manager of the company since April 2019. Since August 2020, he has served as the chairman of the health industry working committee of Shanghai taixie University; From November 2020 to now, he has served as the legal representative and executive director of Kangyong management and the deputy director of the medical service professional committee of Shanghai Modern Service Industry Federation; In August 2021, he served as the Secretary General of China Nursing Association.
3. Ceng Guankai, male, born in Taiwan, has no other permanent residency in China. He was born in May 1977 and has a master’s degree. From 2000 to 2003, he worked as a commissioner in Citibank (Taiwan, China). From 2004 to 2006, he worked as a customer manager in China Trust Commercial Bank (Taiwan, China). Since 2006, he has served as the company manager, chief financial officer and director of strategy department; He has been a director of the company since April 2019.
4. Yang Yuying, female, Chinese nationality, without other overseas permanent residency rights, was born in August 1972 with a master’s degree. From 1993 to 1999, worked in KPMG Huazhen accounting firm (special general partnership) as the audit manager; From 2001 to 2016, worked in China International Capital Corporation Limited(601995) (code of Hong Kong Stock Exchange: 3908, code of Shanghai Stock Exchange: China International Capital Corporation Limited(601995) ), served as a member of the company’s Operation Coordination Committee, head of human resources department and managing director; Since 2021, he has served as an independent director and member of the audit committee of CICC Fund Management Co., Ltd., the legal person and executive partner of Beijing Heyi residents Service Center (limited partnership), and the director and manager of Beijing hexu Elderly Care Service Co., Ltd.
Resume of independent director candidates:
1, Stanley Yi Chang, male, American nationality, registered residence in Taiwan, China, born in August 1958, Ph. D. From 1986 to 1992, he served as an assistant professor in the Department of accounting at the University of Houston; From 1992 to 2002, he served as an associate professor in the Department of accounting of Arizona State University; From 2002 to 2005, he served as a partner in the risk management department of Deloitte Touche Tohmatsu (Shanghai); From 2005 to 2007, he served as a partner in the risk management department of Deloitte Touche Tohmatsu (USA); From 2007 to 2012, he served as a partner in the Consulting Department of Ernst & Young (China) Enterprise Consulting Co., Ltd. Beijing Branch; From 2013 to 2015, he served as the chief partner of consulting business of Zhitong certified public accountants; From 2015 to 2016, he served as CEO of McKay Boping consulting company; From 2016 to 2018, he served as professor of accounting department of China National Taiwan University. From 2018 to now, he has served as a professor of Shanghai School of advanced finance, Shanghai Jiaotong University; Since April 2019, he has served as an independent director of the company; Since March 2020, he has served as an independent non-executive director of nongnongshan spring Co., Ltd; He also serves as an independent director of yishengbio Co., Ltd. and an independent director of DBS securities (China) Co., Ltd.
2. Lei Yongyao, male, born in Taiwan, has no other permanent residency in China. He was born in January 1947 and has a doctor’s degree. From 1983 to 1995, he served as director of general surgery of Taipei Veterans General Hospital; From 1995 to 2003, he also served as the director of the Department of surgery of Taipei Veterans General Hospital and the director of the Department of surgery of Yangming University Medical College; From 2003 to 2009, he served as the chief vice president of Taipei Veterans General Hospital; From 2009 to 2012, he served as the president of Taichung Veterans General Hospital; From 2012 to 2019, he served as the president of the Central General Hospital; From 2019 to now, he has served as the chairman of the Central General Hospital; He is also honorary director of Taiwan digestive surgery Medicine Association, director of Miaoli Hospital of Taiwan, China and director of China Health Medical Association of Taiwan, China. Since April 2019, he has served as an independent director of the company.
3, Zhou Lulu, female, Taiwan, China, has permanent residency abroad, born in July 1957, master’s degree. From 1983 to 1986, he worked as an accountant of higner technology company; From 1986 to 1994, served as the tax manager of the tax department of Andersen certified public accountants; From 1994 to 2019, he served as director of Limited by Share Ltd Accounting Office of integrated circuit in Taiwan, China. Since November 2019, he has served as an independent director of the company.
Resume of non employee representative supervisor candidates of the second board of supervisors
1. Chen Yan, female, Chinese nationality, without permanent residency abroad, was born in April 1981 with a master’s degree. From 2005 to 2007, he served as the general manager assistant of Shanghai Vohringer Home Technology Co.Ltd(603226) Wood Industry Co., Ltd. Since 2007, he has successively served as the company’s legal Commissioner, director of the legal department and deputy director of the support management department. From April 2018 to now, he has served as the executive partner of Yuancheng (Shanghai) enterprise management consulting center (limited partnership); From March 2019 to now, he has served as the supervisor of Kangjun Consulting Management (Shanghai) Co., Ltd; From February 2021 to now, he has served as the legal representative and executive director of Tianjin Hefu Heyu Medical Technology Co., Ltd; From April 2019 to now, he has served as the supervisor of the company.
2. Yang Xiaojun, female, Chinese nationality, without permanent residency abroad, was born in April 1986 with a bachelor’s degree. From 2007 to 2011, he served as the training manager of Hanyu Real Estate Consulting Co., Ltd. He has been the training manager of the company since 2011 and the supervisor of the company since August 2020.
