Securities code: Guoanda Co.Ltd(300902) securities abbreviation: Guoanda Co.Ltd(300902) Announcement No.: 2022031 Guoanda Co.Ltd(300902)
Announcement on the general election of the board of directors
The company and all members of the board of directors guarantee that the information disclosed herein is true, accurate and complete without false records, misleading statements or major omissions.
Guoanda Co.Ltd(300902) (hereinafter referred to as “the company”) the term of office of the third board of directors is about to expire. According to the company 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 will conduct the general election of the board of directors in accordance with relevant legal procedures.
The proposal on the nomination of candidates for the election of independent directors of the 17th session of the board of directors and the fourth session of the fourth session of the board of directors of the company was reviewed and approved on February 21, 2024. Upon the nomination and recommendation of the board of directors and the review of the nomination committee of the board of directors, it is agreed to elect Mr. Hong Weiyi, Mr. Xu Yanqing, Mr. Hong Qingquan and Ms. Lin meichai as candidates for non independent directors of the Fourth Board of directors of the company (see the annex for resume), and to elect Mr. Tu Liandong, Mr. Wang Zidong and Mr. Dai LiZong as candidates for independent directors of the Fourth Board of directors of the company (see the annex for resume).
The independent directors of the third board of directors of the company reviewed the procedures of this general election and the qualifications of director candidates, and expressed their agreed independent opinions. The candidates for independent directors of the company, Mr. Tu Liandong, Mr. Wang Zidong and Mr. Dai LiZong, have obtained the qualification certificate of independent directors. Among them, Mr. Tu Liandong is an accounting professional. The qualification and independence of the candidates for independent directors still need to be reported to Shenzhen stock exchange for filing and review, and can be submitted to the general meeting of shareholders of the company for deliberation after there is no objection.
Through the examination of the relevant information of the above director candidates, the board of directors of the company has not found that they are not allowed to serve as directors of the company as stipulated in Article 146 of the company law, and that they are determined by the CSRC to be prohibited from entering the market and the prohibition has not been lifted, and there are no circumstances specified in article 3.2.3 of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, Nor is it a dishonest executee. The total number of directors held by the company’s senior management and employee representatives in the company’s board of directors does not exceed half of the total number of directors of the company, which meets the requirements of relevant laws and regulations.
According to the relevant provisions of the company law and the articles of association, the above-mentioned candidates for directors need to be deliberated at the general meeting of shareholders, and four non independent directors and three independent directors shall be elected by the cumulative voting system to jointly form the Fourth Board of directors of the company. The term of office of the Fourth Board of directors is three years from the date of deliberation and approval by the general meeting of shareholders.
In order to ensure the normal operation of the board of directors, before the new director takes office, the directors of the third board of directors of the company will continue to perform their duties in accordance with the requirements of laws, administrative regulations and other normative documents and the provisions of the articles of association.
Mr. Wang Haijun and Mr. Gong Kaijun, who served as independent directors of the third board of directors, will no longer serve as independent directors and special committees of the board of directors after the formal election of the Fourth Board of directors takes effect, and will not serve in other positions of the company. Mr. Wang Haijun and Mr. Gong Kaijun did not directly or indirectly hold the company’s shares during their tenure as independent directors of the company, and there were no commitments that should be fulfilled but not fulfilled. The board of directors of the company expresses heartfelt thanks to Mr. Wang Haijun and Mr. Gong Kaijun for their contributions to the company and the board of directors during their tenure!
It is hereby announced.
Attachment: resume of director candidates
Guoanda Co.Ltd(300902) board of directors April 25, 2022 Annex: resume of director candidates
1、 Candidates for non independent directors of the 4th board of directors:
Mr. Hong Weiyi: born in 1966, Chinese nationality, without permanent residency abroad, college degree, senior engineer. Mr. Hong Weiyi explored the demand for special fire-fighting products in the field of passenger cars in the early years of engaging in auto parts business and serving vehicle manufacturers. Based on the entrepreneurial concept of technological innovation and ensuring public safety, he founded China Auto passenger in 2005 and began to devote himself to the research and development of special automatic fire-extinguishing devices in the field of passenger cars. With the continuous research and development of automatic fire-extinguishing technology, he founded Guoanda Co.Ltd(300902) , in 2008, Expand automatic fire protection technology and products to more special fields such as power grid; Now he is the vice chairman of the fixed fire extinguishing system sub Technical Committee of the National Fire Protection Standardization Technical Committee, the director of the Eighth Council of China Engineering Construction Standardization Association, the member of the fairness guarantee committee of the national fire protection engineering technology research center, the vice chairman of the fire protection industry branch of China Safety Industry Association, the director of the ninth Council of the bus branch of China highway society, the member of Fujian Fire Protection Standardization Technical Committee Member of the eighth and ninth Xiamen Jimei District Committee of the Chinese people’s Political Consultative Conference and vice chairman of the sixth and seventh sessions of the Xiamen Jimei District Federation of industry and Commerce of the Communist Party of China; He was selected as the leader of science and technology entrepreneurship in the “double hundred plan” of the first batch of special talents in Fujian Province. He has won the national advanced individual in fire protection standardization. As the main person in charge of the project, he has won the third prize of the science and technology award of the Ministry of public security, the second prize of the science and technology progress award of the Ministry of public security, the second prize of the science and technology progress award of Fujian Province, the third prize of the science and technology progress award of Xiamen City, and the leader of China’s smart city construction in 2021. At present, he is the chairman and general manager of the company, and concurrently serves as the executive director and general manager of China Auto passenger, the executive director and general manager of Osman, the chairman of Jianda sensor, the chairman of Hunan Baian, the executive director of China security investment, the executive director and general manager of Hua’an safety technology, the executive director and general manager of Hua’an Research Center, and the executive director and manager of Zhong’an automobile.
As of the date of this announcement, Mr. Hong Weiyi directly holds 43812700 shares of the company and indirectly holds 10000000 shares of the company through Xiamen Zhong’an jiu19 Investment Co., Ltd., with a total of 53812700 shares. He is the controlling shareholder and one of the actual controllers of the company. He is married to Ms. Huang Meixiang, the shareholder of the company, and has a father-child relationship with Mr. Hong Qingquan and Mr. Hong Junlong. Mr. Xu Yanqing, the shareholder, is the brother-in-law of Mr. Hong Weiyi. In addition, Mr. Hong Weiyi has no relationship with other shareholders holding more than 5% of the shares of the company and other directors, supervisors and senior managers of the company. There are no circumstances stipulated in Article 146 of the company law, and there are no circumstances stipulated in relevant laws and regulations such as the company law, the guidelines for self discipline and supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the articles of association; There is no case of being punished by the CSRC and other relevant departments or the stock exchange; Not a dishonest person.
Mr. Xu Yanqing, born in 1974, Chinese nationality, without permanent residency abroad, has a college degree. From 2004 to 2007, he served as the sales manager of Xiamen HengYao Metal Co., Ltd. He has worked in the company since 2008, and has served as deputy general manager of China automobile passenger, deputy general manager of Guoanda Co.Ltd(300902) Co., Ltd. and supervisor of Nanjing Guoanda Co.Ltd(300902) Co., Ltd. He once won the third prize of Fujian science and technology progress award. He is currently the director and executive deputy general manager of the company and concurrently serves as the safety technical supervisor of Hua’an. As of the date of this announcement, Mr. Xu Yanqing holds 1224100 shares of the company and is the brother-in-law of Mr. Hong Weiyi, the controlling shareholder and one of the actual controllers of the company. In addition, he has no relationship with other shareholders holding more than 5% of the shares of the company and other directors, supervisors and senior managers of the company. There are no circumstances stipulated in Article 146 of the company law, and there are no circumstances stipulated in relevant laws and regulations such as the company law, the guidelines for self discipline and supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the articles of association; There is no case of being punished by the CSRC and other relevant departments or the stock exchange; Not a dishonest person.
Mr. Hong Qingquan, born in 1988, Chinese nationality, without permanent residency abroad, bachelor degree, senior engineer. Now he is a member of the fire extinguishing agent sub Technical Committee of the National Fire Protection Standardization Technical Committee, a member of the bus sub Technical Committee of the China automobile Standardization Committee, and an off campus enterprise tutor for master students of Fuzhou University; It has won the second and third prizes of Fujian science and technology progress award, the second and third prizes of science and technology award of Fire Bureau of the Ministry of public security, the second and third prizes of Xiamen science and technology progress award, the first prize of power science and technology innovation of China Electric Power Enterprise Federation, the second and third prizes of science and technology innovation award of China Fire Protection Association, and the special prize of science and technology progress award of State Grid Anhui Electric Power Co., Ltd, Third prize of science and technology progress award of State Grid Xinjiang Electric Power Co., Ltd. He has worked in the company since 2010, and once served as a technician, deputy manager of the technology department, executive director and general manager of Weipu electronics. At present, he is the director, deputy general manager and chief engineer of the company, and the director and general manager of Jianda sensor.
As of the date of this announcement, Mr. Hong Qingquan holds 5220000 shares of the company, is one of the actual controllers of the company, is the son of the company’s shareholders Mr. Hong Weiyi and Ms. Huang Meixiang, and has a brotherly relationship with the shareholder Mr. Hong Junlong. In addition, Mr. Hong Qingquan has no relationship with other shareholders holding more than 5% of the company’s shares and other directors, supervisors and senior managers of the company. There are no circumstances stipulated in Article 146 of the company law, and there are no circumstances stipulated in relevant laws and regulations such as the company law, the guidelines for self discipline and supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the articles of association; There is no case of being punished by the CSRC and other relevant departments or the stock exchange; Not a dishonest person.
Ms. Lin meichai, born in 1982, Chinese nationality, without permanent residency abroad, has a college degree. Since 2005, he has served in the company and successively served as executive director, manager, supervisor and supervisor of Guoanda Co.Ltd(300902) Co., Ltd. Currently, he is the director and supply chain director of the company, and concurrently serves as the supervisor of China Auto passenger, the supervisor of Ousman, the executive director of zhonghong’an, the executive director and general manager of Jiangxi intelligent technology.
As of the date of this announcement, Ms. Lin meichai holds 5940000 shares of the company, which is not related to other shareholders holding more than 5% of the shares of the company and other directors, supervisors and senior managers of the company. There are no circumstances stipulated in Article 146 of the company law, and there are no circumstances stipulated in relevant laws and regulations such as the company law, the guidelines for self discipline and supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the articles of association; There is no case of being punished by the CSRC and other relevant departments or the stock exchange; Not a dishonest person.
2、 Candidates for independent directors of the 4th board of directors:
Mr. Tu Liandong: born in 1968, Chinese nationality, without overseas permanent residency, master’s degree, qualified as Chinese certified public accountant, certified tax agent and lawyer. From April 2002 to May 2003, he served as the chief section member of Xiamen regulatory bureau of China Securities Regulatory Commission; From May 2003 to July 2016, he served as chief financial officer and partner of Xiamen High Energy Investment Consulting Co., Ltd; From August 2016 to November 2016, he was a partner of Xiamen FanTai Venture Capital Management Co., Ltd; From March 2017 to November 2017, he was the executive director and general manager of Xiamen Nanfang Qianhe Investment Management Co., Ltd. He also served as an independent director, Xiamen 35.Com Technology Co.Ltd(300051) independent director of Xiamen cankun Industrial Co., Ltd., an independent director of Haolilai (China) Electronic Technology Co., Ltd., and Xiamen Anne Co.Ltd(002235) independent director. Since November 2017, he has served as executive director and general manager of Xiamen xuankai Investment Operation Management Co., Ltd; From June 2019 to now, he has served as executive director and general manager of Xiamen liemou Consulting Service Co., Ltd; From November 2019 to now, he has served as executive director and general manager of Xiamen jindongshi Investment Management Co., Ltd. At present, he also serves as Fujian Supertech Advanced Material Co.Ltd(688398) independent director, director of laibiyi Technology (Xiamen) Co., Ltd., director of Xiamen wanjiu Technology Co., Ltd. Chengtun Mining Group Co.Ltd(600711) independent director, independent director of Xiamen Fengyun Technology Co., Ltd., director of Fujian Haixi new drug creation Co., Ltd., director of Lanzhou Wansheng Pharmaceutical Technology Co., Ltd., director of Fujian Jinxin Tungsten Industry Co., Ltd., director of Xiamen Naier Electronics Co., Ltd He holds the position of director of Boying (Xiamen) Technology Co., Ltd. and is currently an independent director of the company.
As of the date of this announcement, Mr. Tu Liandong does not hold shares of the company and has no relationship with other shareholders holding more than 5% shares of the company and other directors, supervisors and senior managers of the company. There are no circumstances stipulated in Article 146 of the company law, and there are no circumstances stipulated in the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws, regulations and the articles of association; There is no case of being punished by the CSRC and other relevant departments or the stock exchange; Not a dishonest person.
Mr. Wang Zidong: born in 1958, Chinese nationality, without overseas permanent residency, bachelor degree, graduated from Beijing University of technology in vehicle engineering, and is a senior engineer. He once served as the executive deputy director of the Testing Institute of China North Vehicle Research Institute, the director of the military product test site, the director and researcher of the National 863 electric vehicle major special power battery testing center; Former independent director of Byd Company Limited(002594) Automobile Co., Ltd. Beijing Easpring Material Technology Co.Ltd(300073) independent director; Responsible experts of key special projects of electric vehicles in the 12th Five Year Plan of the Ministry of science and technology; Deputy Secretary General of China automotive power battery industry innovation alliance since December 2018; From January 2019 to now, Deputy Secretary General of China electric vehicle charging infrastructure promotion alliance; From April 2021 to now, we are the independent director of TEDA new energy Co., Ltd; Currently, he is a member of the on-site review expert group for the establishment of new energy vehicle construction projects of the national development and Reform Commission, an expert of the new energy vehicle production access review group of the Ministry of industry and information technology, and an expert of the National Standardization Working Group for the recycling and utilization of retired batteries.
Mr. Wang Zidong has been engaged in power cell and fuel cell industry chain, power cell and fuel cell system integration technology, power cell and fuel for many years
