Securities code: 600654 securities abbreviation: St Zhong’an Announcement No.: 2022-007 bond Code: 136821 bond abbreviation: 16 Zhong’an consumer
Announcement on the general election of the board of directors and the board of 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 10th board of directors and board of supervisors of China Security Co.Ltd(600654) (hereinafter referred to as “the company”) has expired in July 2021. In accordance with the company law, the securities law, the stock listing rules of Shanghai Stock Exchange and other laws and regulations and the relevant provisions of the articles of association, the company’s board of directors and board of supervisors will be elected. The general election of the board of directors and the board of supervisors is hereby announced as follows:
1、 Board of directors
The 11th board of directors of the company will consist of 9 directors, including 6 non independent directors and 3 independent directors. The company held the 35th meeting of the 10th board of directors at 11:00 a.m. on January 11, 2022, deliberated and adopted the proposal on general election of the board of directors and other proposals, and proposed to nominate the following persons as candidates for directors of the 11th board of directors (resume attached):
(I) nominate Mr. Wu Bowen, Ms. Wang Lei, Ms. Zhao Yang, Mr. Cha Lei, Mr. Li Kai and Mr. Zhang Min as candidates for non independent directors of the 11th board of directors of the company;
(II) nominate Mr. Yu Yumiao, Mr. Lu Wei and Ms. Xiang Yan as candidates for independent directors of the 11th board of directors of the company.
The above candidates need to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. The term of office of the directors of the 11th board of directors is three years from the date when the election proposal is deliberated and adopted by the general meeting of shareholders of the company. The members of the 10th board of directors of the company will continue to perform their duties before the candidates for the new board of directors are elected by the general meeting of shareholders.
2、 Board of supervisors
The 10th board of supervisors of the company consists of 3 supervisors, including 2 non employee representative supervisors and 1 employee representative supervisor. The company held the 19th meeting of the 10th board of supervisors at 10:00 a.m. on January 11, 2022, deliberated and adopted the proposal on the general election of the board of supervisors, and proposed to nominate the following persons as candidates for supervisors of the 11th board of supervisors (resume attached):
Nominate Mr. Li Shicheng and Mr. Wang Xu as candidates for supervisors of the 11th board of supervisors of the company.
The above candidates need to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. The company will hold an employee congress in the near future to elect the 11th employee representative supervisor of the company. Investors are invited to pay attention to the relevant announcements issued by the company. The term of office of the supervisors of the 11th board of supervisors shall be three years from the date of deliberation and approval by the general meeting of shareholders and the employee congress of the company. The members of the 10th board of supervisors of the company will continue to perform their duties before the candidates for the new board of supervisors are elected at the general meeting of shareholders and the staff congress.
The above candidates for directors and supervisors have no relationship with the directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares and actual controllers of the company, have not been punished by the CSRC and other relevant departments and the stock exchange, and are not allowed to serve as directors and supervisors of the company as stipulated in the company law and the articles of association The situation of supervisors.
It is hereby announced.
China Security Co.Ltd(600654) board of directors
January 11, 2002
enclosure:
1、 Resume of non independent director candidates
1. Wu Bowen, male, born in 1978, Chinese nationality, without overseas permanent residency, EMBA of Wuhan University. From 1999 to 2015, he successively worked in Taiyang securities, Hantang securities, Wuhan Optics Valley Venture Capital Co., Ltd. Tianfeng Securities Co.Ltd(601162) and Wuhan Wuda Innovation Investment Co., Ltd. From 2015 to July 2019, he served as the general manager of China securities quotation South Co., Ltd. (formerly known as China securities quotation South Co., Ltd.). Since July 2019, he has served as chairman and President of the company.
Mr. Wu Bowen does not hold the company’s shares, has no relationship with the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares and actual controllers, has no circumstances specified in Article 146 of the company law, has not been banned from the securities market by the CSRC and has not expired, It has not been subject to administrative punishment by the CSRC in the last three years, has not been publicly condemned or criticized by the stock exchange for more than two times in the last three years, and has not been publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for investigation due to suspected violation of laws and regulations, and there is no clear conclusion. 2. Wang Lei, female, born in 1982, Chinese nationality, without overseas permanent residency, holds an MBA degree from the Chinese University of Hong Kong. She has worked in Jiuding enterprise group (Shenzhen) Co., Ltd., security technology (China) Co., Ltd., security investment (China) Co., Ltd., China Security Technology Co., Ltd. and Shenzhen Zhongheng Huizhi Investment Co., Ltd. He is currently a director of Shaanxi Ji’an technology prevention Co., Ltd., Wuxi Wanjia Ankang Technology Co., Ltd., Shandong Wanjia Ankang Information Technology Co., Ltd., a director and general manager of Shenzhen Zhonghe Energy Storage Technology Co., Ltd., and a director and CEO of Wei’an intelligence Co., Ltd. He once served as the Secretary of the board of directors, vice president and President of the company, and has served as the vice chairman of the company since December 2017.
Ms. Wang Lei does not hold the company’s shares, has no relationship with the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares and actual controllers, has no circumstances specified in Article 146 of the company law, has no measures taken by the CSRC to prohibit entry into the securities market and has not expired, It has not been subject to administrative punishment by the CSRC in the last three years, has not been publicly condemned or criticized by the stock exchange for more than two times in the last three years, and has not been publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for investigation due to suspected violation of laws and regulations, and there is no clear conclusion.
3. Zhao Yang, female, born in 1970, Chinese nationality, without permanent residency abroad, holds a master’s degree from Nankai University, and has worked in FAW Group, Yulong computer communication technology (Shenzhen) Co., Ltd. and China Security Technology Co., Ltd. He has been a director of the company since December 2017.
Ms. Zhao Yang does not hold the company’s shares, has no relationship with the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares and actual controllers, has no circumstances specified in Article 146 of the company law, has no measures taken by the CSRC to prohibit entry into the securities market and has not expired, It has not been subject to administrative punishment by the CSRC in the last three years, has not been publicly condemned or criticized by the stock exchange for more than two times in the last three years, and has not been publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for investigation due to suspected violation of laws and regulations, and there is no clear conclusion.
4. Cha Lei, male, born in 1969, Chinese nationality, without overseas permanent residency, EMBA of Changjiang business school, is currently the chairman of Suzhou anda Financial Consulting Co., Ltd., vice chairman of Jiangsu Zhonghui Transportation Intelligent Technology Co., Ltd. and executive director of Jiangsu Zhongrong Yingxing Financing Guarantee Co., Ltd. He once served as the executive vice president of the company, and has served as the director and executive vice president of the company since September 2019.
Mr. Cha Lei does not hold the company’s shares, has no relationship with the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares and actual controllers, has no circumstances specified in Article 146 of the company law, has no measures taken by the CSRC to prohibit entry into the securities market and has not expired, It has not been subject to administrative punishment by the CSRC in the last three years, has not been publicly condemned or criticized by the stock exchange for more than two times in the last three years, and has not been publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for investigation due to suspected violation of laws and regulations, and there is no clear conclusion.
5. Li Kai, male, born in 1987, Chinese nationality, without permanent residency abroad, with a master’s degree from Shandong University. Since 2012, he has successively engaged in investment banking business in Changjiang Securities Company Limited(000783) and Shenwan Hongyuan Group Co.Ltd(000166) securities and equity investment business in Guangzhou Yuexiu Industrial Investment Fund Management Co., Ltd. Since September 2019, he has served as a director and Secretary of the board of directors of the company.
Mr. Li Kai does not hold the company’s shares, has no relationship with the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares and actual controllers, has no circumstances specified in Article 146 of the company law, has not been banned from the securities market by the CSRC and has not expired, It has not been subject to administrative punishment by the CSRC in the last three years, has not been publicly condemned or criticized by the stock exchange for more than two times in the last three years, and has not been publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for investigation due to suspected violation of laws and regulations, and there is no clear conclusion.
6. Zhang Min, male, born in 1975, Chinese nationality, without permanent residency abroad, with a master’s degree from Hunan University. From 2001 to 2020, he worked in Bank Of Communications Co.Ltd(601328) Shenzhen Branch, China Greatwall Technology Group Co.Ltd(000066) Asset Management Co., Ltd. Shenzhen Branch, Shenzhen Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Tonghui Investment Co., Ltd., CNOOC Guangdong Hong Kong Energy Development Co., Ltd., CNOOC Hunan Energy Co., Ltd., Cgn Power Co.Ltd(003816) Group Co., Ltd. Deputy general manager of Shenzhen heding Consulting Management Co., Ltd. since September 2021.
Mr. Zhang Min does not hold the company’s shares, has no relationship with the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares and actual controllers, has no circumstances specified in Article 146 of the company law, has not been banned from the securities market by the CSRC and has not expired, It has not been subject to administrative punishment by the CSRC in the last three years, has not been publicly condemned or criticized by the stock exchange for more than two times in the last three years, and has not been publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for investigation due to suspected violation of laws and regulations, and there is no clear conclusion.
2、 Resume of independent director candidates
1. Yu Yumiao, male, born in 1965, Chinese nationality, without permanent residency abroad, with a doctoral degree. He graduated from Wuhan University in 1986, 1989 and 1997 with Bachelor of economics, master of economics and doctor of economics. From 2001 to 2003, he engaged in post doctoral research in the post doctoral station of Business Administration of Xiamen University. From 1989 to 2001, he successively served as a teaching assistant, lecturer and associate professor in the Department of accounting and audit, School of economics, Wuhan University; Since 2001, he has been a professor and doctoral supervisor in the Department of accounting, School of economics and management, Wuhan University. He was a visiting scholar at the Hong Kong University of science and technology and the University of California Irvine. Zhejiang Semir Garment Co.Ltd(002563) , Guangzhou Kingmed Diagnostics Group Co.Ltd(603882) independent director, concurrently director of China audit society and director of China Central Audit Association, and now serves as an independent director of the company.
Mr. Yu Yumiao does not hold the company’s shares, has no relationship with the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares and actual controllers, has no circumstances specified in Article 146 of the company law, has not been banned from the securities market by the CSRC and has not expired, It has not been subject to administrative punishment by the CSRC in the last three years, has not been publicly condemned or criticized by the stock exchange for more than two times in the last three years, and has not been publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for investigation due to suspected violation of laws and regulations, and there is no clear conclusion. 2. Lu Wei, male, born in 1974, Chinese nationality, without permanent residency abroad, with a doctoral degree. He graduated from Wuhan University in 1996, 1999 and 2002 with bachelor’s, master’s and doctor’s degrees. Since 2002, he has successively served as lecturer, associate professor and professor of the school of information management of Wuhan University. He is currently an independent director of the company.
Mr. Lu Wei does not hold the company’s shares, has no relationship with the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares and actual controllers, has no circumstances specified in Article 146 of the company law, has not been banned from the securities market by the CSRC and has not expired, It has not been subject to administrative punishment by the CSRC in the last three years, has not been publicly condemned or criticized by the stock exchange for more than two times in the last three years, and has not been publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for investigation due to suspected violation of laws and regulations, and there is no clear conclusion.
3. Xiang Yan, female, born in 1971, Chinese nationality, without permanent residency abroad, Professor, doctoral supervisor. Since 1996, he has successively served as teaching assistant, associate professor and professor of the Law School of Wuhan University. He once went to the United States as a researcher of the American Institute of public welfare law, a Fulbright Scholar and a visiting scholar of the East Asian Legal Research Center of Harvard Law School. Director of the legal aid center of Wuhan University since 2013; He has been the executive director of the law experimental teaching center of Wuhan University since 2017.
Ms. Xiang Yan does not hold the company’s shares, and has no relationship with the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares and actual controllers, and there is no company law
