Stock Code: 360 Security Technology Inc(601360) stock abbreviation: 360 Security Technology Inc(601360) No.: 2022030 360 Security Technology Inc(601360)
Announcement on by election of board members and special committees
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、 Information on by election of non independent directors of the company
In view of the resignation of Mr. Dong Jianming and Mr. Ye Jian, the non independent directors of the sixth board of directors of the company, on April 8, 2022, in order to ensure the normal operation of the board of directors of the company, in accordance with the company law, the articles of association and other relevant provisions, after the proposal and qualification examination of the nomination and Remuneration Committee of the sixth board of directors, Mr. Zhou Hongyi, the chairman of the company, nominated Mr. Zhao Luming MS Jiao Jiao (see the appendix of this announcement for her resume) is a candidate for non independent director of the sixth board of directors of the company. Mr. Zhao Luming and MS Jiao Jiao agree to accept the nomination and promise to provide all materials (including personal information and resume) that are true, accurate and complete without false records or major omissions. After being elected as a director, they will abide by the provisions of laws, regulations and the articles of association and earnestly perform their duties as directors, Safeguard the legitimate interests of the company. At the 8th meeting of the 6th board of directors held on April 20, 2022, the company deliberated and approved the proposal on nominating candidates for non independent directors of the 6th board of directors, and agreed that Mr. Zhao Luming and Ms. Jiao Jiao should be candidates for non independent directors of the company for a term of office from the date of deliberation and approval of the general meeting of shareholders to the date of expiration of the 6th board of directors. The number of directors who concurrently serve as senior managers of the company in the board of directors shall not exceed half of the total number of directors of the company, meeting the requirements of relevant laws and regulations. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Information on adjusting the members of the special committee of the board of directors of the company
In view of Mr. Dong Jianming’s resignation as a director and a member of the nomination and Remuneration Committee, and Mr. Ye Jian’s resignation as a director and a member of the strategy committee, in order to improve the corporate governance structure, according to the relevant provisions of the working rules of the nomination and Remuneration Committee of the board of directors, the board of directors of the company agrees that Mr. Zhao Luming will concurrently serve as a member of the strategy committee after being elected as a director of the sixth board of directors by the general meeting of shareholders of the company; It is agreed that Ms. Jiao Jiao will serve as a member of the nomination and Remuneration Committee of the company after being elected as a director of the sixth board of directors by the general meeting of shareholders of the company. After the adjustment, the members of the strategy committee of the sixth board of directors of the company are Zhou Hongyi, Zhang Bei and Zhao Luming, and Zhou Hongyi is the chairman; After the adjustment, the members of the nomination and Remuneration Committee of the sixth board of directors of the company are Minghuang, Liu Shian and Jiao Jiao, and Ming Huang is the chairman.
3、 Independent opinions expressed by independent directors of the company
The independent directors of the company believe that after consulting the personal resumes of Mr. Zhao Luming and Ms. Jiao Jiao and other relevant information, Mr. Zhao Luming and Ms. Jiao Jiao have the qualification requirements for directors of listed companies stipulated in relevant laws and regulations and the articles of association, have the necessary working experience to perform the duties of directors, and there is no company law of the people’s Republic of China The circumstances stipulated in the guidelines for self regulation and supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation shall not serve as a director of the company. The procedures for recommending the above candidates for directors comply with the relevant provisions of the company law, the articles of association and other laws and regulations.
In conclusion, we agree to nominate Mr. Zhao Luming and Ms. Jiao Jiao as candidates for non independent directors of the sixth board of directors of the company, and agree to submit the proposal to the 2021 annual general meeting for deliberation.
It is hereby announced.
360 Security Technology Inc(601360) board of directors April 22, 2022
enclosure:
resume
Zhao Luming, male, born in 1980, has a doctor’s degree. From August 2016 to August 2017, he served as vice president and Tianma Bearing Group Co.Ltd(002122) director of Beijing Xinghe World Group Co., Ltd; From October 2017 to June 2018, he served as vice president of China 21st Century Education Group Co., Ltd; From June 2018 to August 2020, he served as senior vice president of Guangdong Youshi United Holding Group Co., Ltd; He joined 360 Security Technology Inc(601360) in August 2020 and is now 360 Security Technology Inc(601360) director, vice president and Secretary of the board of directors.
Mr. Zhao Luming has no relationship with other directors, supervisors, senior managers, actual controllers and shareholders holding more than 5% of the company; There is no circumstance that the company law stipulates that he shall not serve as a director; Not punished by the CSRC and other relevant departments or the Shanghai Stock Exchange; As of the disclosure date of this announcement, Mr. Zhao Luming held 1574070 shares of the company, which was obtained by his personal increase through centralized bidding trading.
Jiao Jiao, female, born in 1981, has a master’s degree. From June 2005 to may 2014, he served as a lawyer and consultant of JUNHE law firm; From June 2014 to April 2019, served as vice president of JD group and head of legal department; From July 2019 to August 2021, served as the general counsel of Beijing rice Future Technology Co., Ltd; In September 2021, he joined 360 Security Technology Inc(601360) and is now the vice president of 360 Security Technology Inc(601360) and the head of the legal department.
MS Jiao Jiao has no relationship with other directors, supervisors, senior managers, actual controllers and shareholders holding more than 5% of the company; There is no circumstance that the company law stipulates that he shall not serve as a director; Not punished by the CSRC and other relevant departments or the Shanghai Stock Exchange; As of the disclosure date of this announcement, Ms Jiao Jiao did not hold 360 Security Technology Inc(601360) shares.
