Securities code: 301102 securities abbreviation: zhaoxun media Announcement No.: 2022027 zhaoxun Media Advertising Co., Ltd
Announcement of resolutions of the first meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
After the members of the Fifth Board of directors were elected at the 2021 annual general meeting of the company at the first meeting of the Fifth Board of directors of zhaoxun Media Advertising Co., Ltd. (hereinafter referred to as “the company”), all directors agreed to waive the time requirement of meeting notice and serve it to all directors by telephone, oral and other means. The meeting was held by means of communication voting. There are 7 directors who should attend the meeting and 7 directors who actually attend the meeting. The meeting was presided over by Mr. Su zhuangqiang, a director jointly elected by more than half of the directors. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on electing the chairman of the 5th board of directors of the company
The Fifth Board of directors of the company was elected at the 2021 annual general meeting of shareholders of the company. According to the company law, the articles of association and other relevant provisions, the board of directors agreed to elect Mr. Su zhuangqiang as the chairman of the Fifth Board of directors of the company for a term of three years from the date of deliberation and approval of the board of directors to the expiration of the Fifth Board of directors of the company.
Voting results: 7 in favor, 0 against and 0 abstention. The proposal was adopted.
(II) deliberated and adopted the proposal on the election of members of the special committees of the Fifth Board of directors
The Fifth Board of directors of the company was elected at the 2021 annual general meeting of shareholders of the company. In accordance with the provisions of the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the articles of association and relevant systems of the company, the board of directors of the company has an audit committee, a nomination committee, a remuneration and assessment committee and a strategy committee. The board of directors agrees to elect the following members as members of each special committee of the Fifth Board of directors of the company for a term of three years. If any member no longer holds the position of director of the company from the date of adoption of this meeting to the expiration of the term, he will automatically lose the qualification of member.
The specific election and composition are as follows:
Serial No. chairman and all members of the special committee of the board of directors
1 audit committee of the board of directors Jiang Xin, Gao liangmou, Feng Zhonghua
2 Nomination Committee of the board of directors sun Qiming, sun Qiming, Gao liangmou, Ma Ji
3 remuneration and assessment committee of the board of directors Gao liangmou, sun Qiming, Yang Xiaohong
4 Strategy Committee of the board of directors Su Zhuang Qiang, Ma Ji, sun Qiming
Voting results: 7 in favor, 0 against and 0 abstention. The proposal was adopted.
(III) deliberated and passed the proposal on the appointment of senior managers of the company
In accordance with the provisions of the company law, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, the articles of association and relevant systems of the company, after the review of the nomination committee of the board of directors and the deliberation of the directors attending the meeting, it is agreed to appoint the following personnel as senior managers of the company (see the appendix for resume) for a term of three years, From the date of deliberation and approval of this board of directors to the expiration of the Fifth Board of directors of the company.
(1) Appoint Mr. Feng Zhonghua as the general manager of the company;
Voting results: 7 in favor, 0 against and 0 abstention.
(2) Appoint Ms. Yang Xiaohong as the deputy general manager and financial director of the company;
Voting results: 7 in favor, 0 against and 0 abstention.
(3) Appoint Mr. Jia Qiong as the deputy general manager of the company;
Voting results: 7 in favor, 0 against and 0 abstention.
(4) Appoint Ms. Yang Lijing as the deputy general manager and Secretary of the board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention.
The senior managers employed this time have the qualifications specified in relevant laws and regulations and the articles of association. Among them, Ms. Yang Lijing has obtained the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange, is familiar with the laws and regulations related to the performance of her duties, has professional ethics corresponding to the job requirements, and has corresponding professional competence and experience. The independent directors of the company expressed their independent opinions on the matter.
Voting results: 7 in favor, 0 against and 0 abstention. The proposal was adopted.
(IV) deliberated and passed the proposal on the appointment of securities affairs representatives
In accordance with the company law and other relevant laws and regulations and the articles of association, the board of directors agreed to appoint Ms. Sun Yu as the representative of the company’s Securities Affairs (see the appendix for resume). The term of office is three years, from the date of deliberation and approval of the current board of directors to the expiration of the Fifth Board of directors of the company.
Voting results: 7 in favor, 0 against and 0 abstention. The proposal was adopted.
3、 Documents for future reference
1. Resolutions of the first meeting of the 5th board of directors of the company;
2. Independent opinions of independent directors on matters related to the first meeting of the Fifth Board of directors.
It is hereby announced.
Board of directors of zhaoxun Media Advertising Co., Ltd. May 19, 2002 Annex: (I) resume of senior management
1. Mr. Feng Zhonghua, born in 1971, Chinese nationality, without overseas permanent residency, EMBA MBA from Peking University. From 2001 to 2004, he served as the deputy general manager of Beijing TIANLIAN Chuangzhi advertising company; General manager of new Chang’an media advertising company from 2004 to 2005; From 2005 to 2010, he served as the chief operating officer of hangmei media group; President of hangmei media group from 2010 to 2015; From 2016 to February 2021, he served as CEO of AirMedia media; From March 2021 to now, he has served as the chairman of Beijing great power to Korea Culture Communication Co., Ltd; He joined zhaoxun media in December 2021.
As of the disclosure date of this announcement, Mr. Feng Zhonghua does not hold shares of the company and has no relationship with the controlling shareholder, actual controller, other shareholders holding more than 5% shares of the company and other directors, supervisors and senior managers; There are no circumstances in which the articles of association, the company law and the CSRC stipulate that they are not allowed to serve as directors of the company, and have not been punished by the CSRC and other relevant departments and the stock exchange; There are no circumstances specified in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies; It does not belong to the “dishonest executee” listed on the website of the Supreme People’s court.
Their qualifications and appointment procedures comply with the company law, the articles of association and other relevant provisions. 2. Ms. Yang Xiaohong, born in 1969, Chinese nationality, without permanent residency abroad, majored in investment economics, master’s degree, senior accountant, Chinese certified public accountant, British Chartered Certified Public Accountant (senior member of ACCA), International Certified Internal Auditor (CIA). From May 1995 to July 1997, successively served as the securities trading clerk of Hua Xia Bank Co.Limited(600015) securities business department and the manager of self operated trading department of securities business department. From August 1997 to August 2006, he successively served as the audit director of the Audit Department of China Golden Valley International Trust and Investment Co., Ltd., the manager of the finance department under the securities business headquarters and the general manager of the planning and finance department. From April 2008 to May 2008, he served as deputy director of Finance Department of Lianmei (China) Investment Co., Ltd. From May 2008 to February 2011, he served as the financial director of Shenzhen zhaoxun advertising media Co., Ltd. and Tianjin zhaoxun advertising media Co., Ltd. From February 2011 to now, he has successively served as the financial director, director and deputy general manager of the company.
As of the disclosure date of this announcement, except for participating in the strategic placement through the asset management plan established by the company’s senior managers and core employees, Ms. Yang Xiaohong did not directly or indirectly hold the company’s shares and had no relationship with the company’s controlling shareholder, actual controller, other shareholders holding more than 5% of the company’s shares and other directors, supervisors and senior managers; There are no circumstances in which the articles of association, the company law and the CSRC stipulate that they are not allowed to serve as directors of the company, and have not been punished by the CSRC and other relevant departments and the stock exchange; There are no circumstances specified in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies; It does not belong to the “dishonest executee” listed on the website of the Supreme People’s court. The company’s qualification and appointment procedures comply with the company law.
3. Mr. Jia Qiong, born in 1965, Chinese nationality, without overseas permanent residency, majoring in transportation management engineering, MBA of Northeast University (China US cooperation). From August 1985 to January 1994, successively served as the conductor of Zhengjiatun station of Tongliao branch of Shenyang Railway Bureau and the conductor of Tongliao train depot; From February 1994 to January 2008, he successively served as the director of the multi Economic Department of Shenyang Railway Bureau, the general manager of Zhuhai industry and Trade Engineering Corporation of Shenyang Railway Bureau, the manager of advertising company of Shenyang Railway Bureau and the deputy general manager of Shenyang Railway Culture and Media Group Co., Ltd. From February 2008 to now, he has served as the general manager of Shenzhen zhaoxun advertising media Co., Ltd., Tianjin zhaoxun advertising media Co., Ltd. and the company’s operation center; Deputy general manager of the company since October 2018.
As of the disclosure date of this announcement, Mr. Jia Qiong has not directly or indirectly held the shares of the company and has no relationship with the controlling shareholder, actual controller, other shareholders holding more than 5% of the shares of the company, as well as other directors, supervisors and senior managers, except for participating in the strategic placement through the establishment of an asset management plan by the company’s senior managers and core employees; There are no circumstances in which the articles of association, the company law and the CSRC stipulate that they are not allowed to serve as directors of the company, and have not been punished by the CSRC and other relevant departments and the stock exchange; There are no circumstances specified in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies; It does not belong to the “dishonest executee” listed on the website of the Supreme People’s court. Their qualifications and appointment procedures comply with the company law, the articles of association and other relevant provisions. 4. Ms. Yang Lijing, born in 1975, Chinese nationality, without permanent overseas residency, has a master’s degree in Business Administration from Beijing University of technology, a national registered cost engineer and a national registered engineering consultant. From July 1998 to September 2006, served as the budgeter, deputy manager of budget department and manager of Budget Department of Huafeng company of China State Construction Engineering Corporation Limited(601668) First Bureau (Group) Co., Ltd; From September 2006 to January 2010, he served as deputy manager of cost consulting department of China Electronics Industry Development Corporation and deputy general manager of Chengdu Zhongze Real Estate Co., Ltd; From January 2010 to January 2019, he served successively as the head of Beijing Orient Landscape & Environment Co.Ltd(002310) contract center, the head of marketing center, the head of design management center, the head of strategic plan management department of the headquarters and assistant chairman of the board
Manager, deputy general manager and Secretary of the board of directors; From January 2019 to February 2021, served as the president of the operation management center of Lianmei (China) Investment Co., Ltd; From February 2021 to July 2021, served as Beijing Fengshangshiji Culture Media Co.Ltd(300860) deputy general manager; In July 2021, he joined the company.
As of the disclosure date of this announcement, except for participating in the strategic placement through the establishment of an asset management plan by the company’s senior managers and core employees, Ms. Yang Lijing did not directly or indirectly hold the company’s shares, and had no relationship with the company’s controlling shareholder, actual controller, other shareholders holding more than 5% of the company’s shares, as well as other directors, supervisors and senior managers; There are no circumstances in which the articles of association, the company law and the CSRC stipulate that they are not allowed to serve as directors of the company, and have not been punished by the CSRC and other relevant departments and the stock exchange; There are no circumstances specified in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies; It does not belong to the “dishonest executee” listed on the website of the Supreme People’s court. Their qualifications and appointment procedures comply with the company law, the articles of association and other relevant provisions.
Ms. Yang Lijing’s contact information is as follows:
Office Tel.: 01065915208
Fax: 01065915210
mail box: [email protected].
Contact address: 15 / F, Lianmei building, building 1, yard 17, Guangqu Road, Chaoyang District, Beijing
(II) resume of securities affairs representative
Ms. Sun Yu, Chinese nationality, without permanent residency abroad, has a bachelor’s degree. He has successively served as the securities affairs assistant of Beijing Sanyuan Foods Co.Ltd(600429) (sh. Beijing Sanyuan Foods Co.Ltd(600429) ), the securities affairs representative of Macrolink Culturaltainment Development Co.Ltd(000620) (SZ. Macrolink Culturaltainment Development Co.Ltd(000620) ), the deputy director of the securities legal department, the senior manager of the Securities Department of Xiamen Ziguang University Co., Ltd. (SZ. Xueda (Xiamen) Education Technology Group Co.Ltd(000526) ), the head of the securities department and the securities affairs representative of Shenzhou Great Wall Co., Ltd. (SZ. 000018).
As of the disclosure date of this announcement, Ms. Sun Yu does not hold shares of the company and has no relationship with the actual controller of the company, shareholders holding more than 5% of the shares of the company, other directors, supervisors and senior managers of the company; Those who have not been punished by the CSRC and other relevant departments or the stock exchange do not belong to those who break their promises; There are no circumstances stipulated in the company law, Shenzhen Stock Exchange GEM Listing Rules and the articles of association that the company is not allowed to act as the representative of the company’s securities affairs.
The contact information of securities affairs representative is as follows: Office Tel.: 01065915208 company fax
