Wondershare Technology Group Co.Ltd(300624)
Announcement on the general election of the board of directors of the company
The board of directors does not guarantee that the information disclosed by the company is true, complete or misleading.
Wondershare Technology Group Co.Ltd(300624) (hereinafter referred to as “the company”) the term of office of the third board of directors has expired. In accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies and other laws and regulations, normative documents and relevant provisions of the articles of association, The company conducts the general election of the board of directors in accordance with relevant legal procedures.
At the 36th meeting of the third board of directors held on April 22, 2022, the company deliberated and approved the proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the Fourth Board of directors, the proposal on the general election of the board of directors and the nomination of candidates for independent directors of the Fourth Board of directors, and agreed to nominate Mr. Wu taibing, Mr. Sun Chun Mr. Zhu Wei is a non independent director candidate of the Fourth Board of directors of the company, and agrees to nominate Mr. Chen Qisheng and Mr. Dai Yang as independent director candidates of the Fourth Board of directors of the company. Please see the appendix for the resumes of the above candidates.
The nomination committee of the board of directors of the company has reviewed the qualifications of the above candidates and confirmed that the above candidates are qualified to serve as directors of listed companies and meet the employment conditions specified in the company law and the articles of association. The current independent directors of the company have expressed their independent opinions.
Among the candidates for the Fourth Board of directors of the company, the total number of directors who concurrently hold the positions of general manager or other senior managers of the company does not exceed one-half of the total number of directors of the company, and the number of independent directors is not less than one-third of the total number of members of the board of directors, which meets the requirements of relevant laws and regulations. The above two candidates for independent directors have obtained the qualification certificate of independent directors issued by Shenzhen Stock Exchange. Their qualifications and independence need to be reported to Shenzhen stock exchange for filing and review. They can be submitted to the general meeting of shareholders of the company for deliberation only after there is no objection.
According to the relevant provisions of the company law and the articles of association, the above director candidates need to be submitted to the 2021 annual general meeting of the company for deliberation, and the cumulative voting system is adopted to elect non independent directors and independent directors one by one. The term of office of the Fourth Board of directors of the company is three years from the date of deliberation and approval of the 2021 annual general meeting of shareholders of the company. In order to ensure the normal operation of the board of directors, before the election of the Fourth Board of directors by the general meeting of shareholders, the directors of the third board of directors of the company still faithfully and diligently perform their duties and responsibilities in accordance with the provisions of relevant laws, administrative regulations, normative documents and the articles of association.
Mr. Zhang Zheng, a non independent director of the third board of directors of the company, will no longer serve as a director of the company at the expiration of his term of office, but will still serve in the company. As of the disclosure date of this announcement, Mr. Zhang Zheng holds 60000 shares of the company. At the same time, he has been granted 63000 stock options (not yet exercised) through the company’s 2020 stock option incentive plan, and indirectly holds 456400 shares of the company through Suqian Jiaxing Network Technology Co., Ltd. after leaving office, his share changes will strictly comply with the company law, the securities law The management rules on the shares held by directors, supervisors and senior managers of listed companies and their changes, some provisions on the reduction of shares held by shareholders and directors, supervisors and senior managers of listed companies, the Listing Rules of gem shares of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 10 – management of share changes Detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange and other laws, regulations and departmental rules.
The company and the board of directors fully affirm and sincerely thank Mr. Zhang Zheng for his diligence during his tenure as a director of the company!
It is hereby announced.
Wondershare Technology Group Co.Ltd(300624) board of directors
Appendix of April 23, 2022: resume of candidates for the Fourth Board of directors
1、 Resume of non independent director candidates
1. Mr. Wu taibing: born in 1975, Chinese nationality, without permanent overseas residency, master of business administration, member of the 5th CPPCC Shenzhen Nanshan District Committee, China National Software And Service Company Limited(600536) Industry Association 7th Council member, Shenzhen Software Industry Association 7th Council member and vice president, member of the 7th Standing Committee of Shenzhen Youth Federation, business leader of the 9th China finance and economics summit 2020 new era Entrepreneur & dark horse was awarded to the top ten entrepreneurs of 2018 and the rotating president of Hunan civil construction entrepreneur association. From 1996 to 2002, he successively served as system engineer of China China Construction Bank Corporation(601939) Chenzhou Branch, software engineer of Shenzhen Development Technology Co., Ltd., product manager of Guangzhou Century Dragon Information Network Co., Ltd. and Senior Software Engineer of Shenzhen Neusoft Technology Co., Ltd., mainly engaged in software research and development; In 2003, he prepared to establish Shenzhen Wanxing Software Co., Ltd. and served as chairman (or executive director) and general manager; Since November 2021, he has served as an independent director of gushengtang Holdings Co., Ltd; He is currently the chairman and general manager of the company.
As of the date of this announcement, Mr. Wu taibing holds 23128600 shares of the company. At the same time, he has been granted 140000 stock options (not yet exercised) through the company’s 2020 stock option incentive plan, indirectly holds 10699100 shares of the company through Suqian Xingyi Network Technology Co., Ltd., and indirectly holds 2327100 shares of the company through Suqian Jiaxing Network Technology Co., Ltd, The company holds 361548 shares in total, accounting for 278332% of the current total share capital of the company. Mr. Wu taibing is the controlling shareholder and actual controller of the company and the person acting in concert of Suqian Xingyi Network Technology Co., Ltd. and Suqian Jiaxing Network Technology Co., Ltd.
Mr. Wu taibing has no relationship with other shareholders holding more than 5% of the company’s shares and other directors, supervisors and senior managers. Not punished by the CSRC and other relevant departments or the stock exchange; There are no circumstances stipulated in the company law and the articles of association that the company is not allowed to serve as a director of the company, there are no circumstances stipulated in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and there are no circumstances listed as dishonest Executees.
2. Mr. Sun Chun, born in 1973, Chinese nationality, without permanent residency abroad, Bachelor of accounting, certified public accountant; He used to be the project manager of the Audit Department of Skyworth Group Co., Ltd., the manager of the accounting department of Shenzhen Tianyin Technology Development Co., Ltd., and the deputy general manager of the Finance Department of Kingdee software (China) Co., Ltd; In 2011, he joined Wondershare Technology Group Co.Ltd(300624) and successively served as deputy general manager, chief financial officer, director, Secretary of the board of directors and vice president; Currently, he is the executive director and general manager of Shenzhen Wanxing Software Co., Ltd., a wholly-owned subsidiary, the executive director and general manager of Shenzhen xingzhijia Technology Co., Ltd., the executive director and general manager of Shenzhen Sibo Technology Co., Ltd., the executive director of Wondershare Technology Group Co.Ltd(300624) (Hunan) Co., Ltd., the chairman of Shenzhen Yitu Software Co., Ltd., a holding subsidiary, and the executive director and general manager of Yitu software (Hunan) Co., Ltd, Director of Beijing modaokeshi Technology Co., Ltd. and chairman of Hangzhou Gexiang Technology Co., Ltd; Current director, deputy director of the board of directors and Secretary of the company.
As of the date of this announcement, Mr. Sun Chun has been granted 84000 stock options (not yet exercised) through the company’s 2020 stock option incentive plan, and indirectly holds 648200 shares of the company through Suqian Xingyi Network Technology Co., Ltd., accounting for 0.4990% of the current total share capital of the company. Mr. Sun Chun has no relationship with the actual controller of the company, other directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company. Not punished by the CSRC and other relevant departments or the stock exchange; There are no circumstances stipulated in the company law and the articles of association that the company is not allowed to serve as a director of the company, there are no circumstances stipulated in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and there are no circumstances listed as dishonest Executees.
3. Mr. Zhu Wei, born in 1979, Chinese nationality, without permanent overseas residency, Bachelor of computer application. From 2005 to 2008, he worked in Shenzhen rongchuangtianxia Technology Co., Ltd. as the manager of quality management department, mainly engaged in R & D management; In May 2008, he joined Wondershare Technology Group Co.Ltd(300624) and served successively as director, deputy general manager and vice president; Now he is proposed to be a director of the company, mainly responsible for the research and development management of the company.
As of the date of this announcement, Mr. Zhu Wei indirectly holds 607200 shares of the company through Suqian Xingyi Network Technology Co., Ltd., accounting for 0.4674% of the current total share capital of the company. Mr. Zhu Wei has no relationship with the actual controller of the company, other directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company. Not punished by the CSRC and other relevant departments or the stock exchange; There are no circumstances stipulated in the company law and the articles of association that the company is not allowed to serve as a director of the company, there are no circumstances stipulated in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and there are no circumstances listed as dishonest Executees.
2、 Resume of independent director candidates
Mr. chenqisheng, born in 1970, Chinese nationality, without permanent overseas residency, master of business administration, certified public accountant and Chartered Certified Public Accountant (ACCA). 19921998 worked in Wuhan Jiang’an rolling stock factory of the Ministry of railways; From 1998 to 1999, he served as the audit project manager of Shenzhen Galway united accounting firm; From 2000 to 2006, he served as the financial manager of Dapeng Securities Co., Ltd; 20062007 acting general manager of Shenzhen Tianwei data network Co., Ltd; From 2007 to 2016, he served as deputy general manager, chief financial officer and Secretary of Shenzhen Kailide Technology Co., Ltd; He is currently the executive director and general manager of Shenzhen Qisheng Consulting Co., Ltd., the supervisor of Shenzhen haiyun’an Network Security Technology Co., Ltd., the director of Guangdong yitruck Networking Service Co., Ltd. and the director of Hubei Yika Technology Co., Ltd; He has served as an independent director of the company since March 2017.
As of the date of this announcement, Mr. Chen Qisheng does not hold shares of the company, and there is no affiliated relationship between Mr. Chen Qisheng and the controlling shareholder, actual controller, other directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company. Not punished by the CSRC and other relevant departments or the stock exchange; There are no circumstances stipulated in the company law and the articles of association that the company is not allowed to serve as a director of the company, there are no circumstances stipulated in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and there are no circumstances listed as dishonest Executees.
Mr. Dai Yang, born in 1969, Chinese nationality, without permanent residency abroad, Bachelor of Chinese. 19911997 worked as a teacher of No. 1 middle school in Shannan Prefecture, Tibet; From 1997 to 2000, he served as a member of the office and deputy director of the Environmental Protection Bureau of urban and rural construction in Shannan Prefecture, Tibet; From 2000 to 2008, he served as the director of the construction management department of the Tibet Securities Regulatory Commission of the China Securities Regulatory Commission; Served as secretary of Tibet Mineral Development Co.Ltd(000762) Party committee, chairman and general manager from 2009 to 2017; From 2017 to 2018, he served as vice president of Yongtai Mining Development Co., Ltd; From 2018 to 2019, he served as chairman and vice chairman of Hainan Haide Industrial Co., Ltd; Yunnan Baiyao Group Co.Ltd(000538) independent director since August 2019; Since May 2020, he has served as an independent director of Tibet Water Resources Co., Ltd; Since March 2021, he has served as an independent director of Kunchuan Intelligent Technology Co., Ltd; He has served as an independent director of the company since May 2021.
As of the date of this announcement, Mr. Dai Yang does not hold shares of the company, and there is no affiliated relationship between Mr. Dai Yang and the controlling shareholder, actual controller, other directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company. Not punished by the CSRC and other relevant departments or the stock exchange; There are no circumstances stipulated in the company law and the articles of association that the company is not allowed to serve as a director of the company, there are no circumstances stipulated in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and there are no circumstances listed as dishonest Executees.
