Stock Code: 002343 stock abbreviation: Ciwen Media Co.Ltd(002343) Announcement No.: 2022-001
Announcement on resolutions of the 15th meeting of the 8th board of 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.
1、 Convening of board meeting
The 15th meeting of the 8th board of directors of Ciwen Media Co.Ltd(002343) (hereinafter referred to as “the company”) was held by means of communication voting on January 10, 2022. The notice of the meeting will be sent to all directors by personal delivery, e-mail, etc. on January 7, 2022. The meeting was presided over by Mr. Wu Weidong, chairman of the company, and attended by supervisors and senior managers of the company. The meeting was held in accordance with the company law of the people’s Republic of China and the articles of association, and the meeting was legal and valid.
2、 Deliberations of the board meeting
After deliberation, the meeting considered and adopted the following proposals by voting:
1. The proposal on by election of non independent directors was deliberated and adopted
The board of directors of the company agrees to nominate Mr. Xiong Zhiquan (resume attached) as a candidate for non independent director of the eighth board of directors of the company, and 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. For details, see the announcement on by election of non independent directors (Announcement No.: 2022-002) disclosed in the securities times and cninfo.com.cn on January 11, 2022.
Voting results: it was adopted with 8 affirmative votes, 0 negative votes and 0 abstention.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. Deliberated and passed the proposal on post adjustment of some senior managers and appointment of chief financial officer
According to the work needs, it is agreed to adjust the position of Ms. Fu Jiamin, the company’s chief financial officer. After the adjustment, Ms. Fu Jiamin will no longer serve as the chief financial officer and continue to serve as other management work in the company. This adjustment shall take effect from the date of deliberation and approval of the board meeting of the company.
It is agreed to appoint Mr. Xiong Zhiquan (attached with resume) as the chief financial officer of the company. The term of office starts from the date of deliberation and approval of the current board meeting to the expiration of the term of office of the eighth board of directors.
Voting results: it was adopted with 8 affirmative votes, 0 negative votes and 0 abstention.
The independent directors of the company have expressed their independent opinions on the proposal of appointing the chief financial officer. For details, see http://www.cninfo.com.cn. At the same time, the board of directors of the company declares that after this appointment, the total number of directors concurrently serving as senior managers of the company in the board of directors does not exceed half of the total number of directors of the company.
3. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
According to the relevant provisions of the company law and other laws and regulations, normative documents and the articles of association, the company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 by on-site meeting and online voting on Wednesday, January 26, 2022 to review the relevant proposals considered and adopted at the 15th meeting of the eighth board of directors. The notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-003) was disclosed in the securities times and cninfo.com on January 11, 2022.
Voting results: it was adopted with 8 affirmative votes, 0 negative votes and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 15th meeting of the 8th board of directors of the company;
2. Independent opinions of the company’s independent directors on matters related to the 15th meeting of the eighth board of directors.
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.
