Stock Code: 002343 stock abbreviation: Ciwen Media Co.Ltd(002343) Announcement No.: 2022-002
Announcement on by election of non independent directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
Ciwen Media Co.Ltd(002343) (hereinafter referred to as “the company”) disclosed the announcement on the resignation of director, deputy general manager and Secretary of the board of directors (Announcement No.: 2021-040) in the securities times and cninfo.com on November 3, 2021. Mr. Yan Ming resigned as director, deputy general manager and Secretary of the board of directors for personal reasons. In accordance with relevant laws and regulations and the articles of association, Mr. Yan Ming’s resignation takes effect from the date when the resignation report is delivered to the board of directors.
In order to ensure the normal work of the board of directors of the company, according to the relevant provisions of the articles of association, the company held the 15th meeting of the eighth board of directors on January 10, 2022, and deliberated and adopted the proposal on by election of non independent directors. Upon the nomination of the shareholders of the company and the approval of the nomination committee of the company, it is agreed to nominate Mr. Xiong Zhiquan (see Annex for resume) as a candidate for non independent director of the eighth board of directors of the company. The term of office starts from the date of adoption of the resolution of the general meeting of shareholders to the expiration of the eighth board of directors.
The board of directors of the company declares that after the completion of the by election of non independent directors, the total number of senior managers in the board of directors does not exceed one-half of the total number of directors of the company.
The independent directors of the company expressed independent opinions on the by election of non independent directors, agreed to nominate Mr. Xiong Zhiquan as the candidate for non independent directors of the eighth board of directors of the company, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
Ciwen Media Co.Ltd(002343) board of directors January 10, 2022 Annex: resume of Xiong Zhiquan
Xiong Zhiquan, male, born in December 1972, Chinese nationality, without permanent overseas residency, master of business administration, certified public accountant and senior accountant. He has successively served as the director of the Asset Finance Department of Jiangxi Publishing Group Corporation (Jiangxi Publishing Corporation), and the deputy director and director of the financial audit department of Huazhang Tiandi Media Investment Holding Group Co., Ltd.
As of the disclosure date, Mr. Xiong Zhiquan did not hold shares of the company, had no relationship with the actual controller and controlling shareholder of the company, and had no relationship with other directors, supervisors and senior managers and shareholders holding more than 5% of the shares of the company.
Mr. Xiong Zhiquan is not under any of the circumstances specified in Article 146 of the company law; There is no case that the CSRC has taken measures to prohibit entry into the securities market, or has been subject to administrative punishment by the CSRC in the past three years, or has been filed for investigation by judicial organs for suspected crimes or filed for investigation by the CSRC for suspected violations of laws and regulations; There is no case that the stock exchange has publicly determined that it is not suitable to serve as a director, supervisor and senior manager of a listed company, or has been publicly condemned or criticized by the stock exchange for more than three times in the past three years; There are no circumstances stipulated in the articles of association that the company shall not serve as senior managers of the company; After inquiry on the website of the Supreme People’s court, it is confirmed that Mr. Xiong Zhiquan is not a “dishonest executee”. Mr. Xiong Zhiquan’s qualification meets the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the stock exchange.
