Zhaoxun Media Advertising Co., Ltd
Announcement on the completion of the general election of the board of directors and the board of supervisors
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.
Zhaoxun Media Advertising Co., Ltd. (hereinafter referred to as “the company”) held the 2021 annual general meeting of shareholders on May 18, 2022, deliberated and adopted the proposal on the election of non independent director candidates for the fifth session of the board of directors in advance, the proposal on the election of independent director candidates for the fifth session of the board of directors in advance The proposal on the board of supervisors electing the shareholder representative supervisors of the 5th board of supervisors in advance, electing the members of the 5th board of directors and the shareholder representative supervisors of the 5th board of supervisors; On the same day, the company held a staff congress to elect the staff representative supervisors of the Fifth Board of supervisors. The general election of the board of directors and the board of supervisors of the company has been completed, and the relevant information is hereby announced as follows:
1、 Composition of the 5th board of directors
Non independent directors: Mr. Su zhuangqiang, Mr. Ma Ji, Mr. Feng Zhonghua and Ms. Yang Xiaohong
Independent directors: Mr. Sun Qiming, Mr. Gao liangmou and Mr. Jiang Xin
The Fifth Board of directors of the company is composed of more than 7 directors (see the appendix for resume), and the term of office is three years from the date of deliberation and approval by the general meeting of shareholders. The above-mentioned personnel meet the qualifications of directors of listed companies as stipulated by laws and regulations, and there is no situation that they are not allowed to serve as directors of the company as stipulated in 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 and the articles of association, nor is there any situation that they are determined by CSRC to be prohibited from entering the market and have not been lifted, He has not been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange, nor is he a person who has broken his promise. The total number of directors who concurrently serve as senior managers of the company in the board of directors does not exceed half of the total number of directors of the company, and the proportion of independent directors meets the requirements of relevant laws and regulations.
2、 Chapter V composition of the board of supervisors
Shareholder representative supervisors: Mr. Chen Honglei, Mr. Li Lihua
Employee Representative Supervisor: Ms. Zhang Qiang
According to the election results of the company’s 2021 annual general meeting of shareholders and employee representative meeting, the Fifth Board of supervisors of the company is composed of three supervisors (see the appendix for resume), including two shareholder representative supervisors and one employee representative supervisor. The term of office is three years from the date of deliberation and approval of the 2021 annual general meeting of shareholders.
The above-mentioned personnel meet the qualifications of supervisors of listed companies as stipulated by laws and regulations, and there is no situation that they are not allowed to serve as supervisors of listed companies as stipulated in the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and the articles of association, nor is there any situation that they are determined by the CSRC to be prohibited from entering the market and have not been lifted, He has not been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange, nor is he a person who has broken his promise. The number of supervisors who have served as directors or senior managers of the company in the past two years does not exceed one-half of the total number of supervisors of the company, and the proportion of employee representative supervisors in the board of supervisors of the company is not less than one-third.
3、 Departure of some directors and supervisors
Due to the expiration of his term of office, Mr. Chen Honglei, a director of the Fourth Board of directors, will no longer serve as a director of the company. According to the election results of the company’s annual general meeting in 2021, Mr. Chen Honglei will serve as a supervisor of the company. As of the disclosure date of this announcement, Mr. Chen Honglei did not hold shares of the company directly or indirectly, except that he participated in the strategic placement through the establishment of an asset management plan by the company’s senior managers and core employees.
Due to the expiration of her term of office, Ms. Yu Hongbing, the chairman of the Fourth Board of supervisors of the company, no longer holds any position in the company. As of the disclosure date of this announcement, Ms. Yu Hongbing did not hold shares in the company.
Due to the expiration of his term of office, Mr. Tian Huijun, the supervisor of the Fourth Board of supervisors of the company, no longer holds the post of supervisor of the company and still holds the post of supervisor of the company. As of the disclosure date of this announcement, Mr. Tian Huijun did not hold shares of the company directly or indirectly, except that he participated in the strategic placement through the establishment of an asset management plan by the company’s senior managers and core employees.
The above outgoing directors and supervisors have been diligent and responsible during their term of office. The company sincerely thanks them for their contributions to the company during their term of office.
It is hereby announced.
Zhaoxun Media Advertising Co., Ltd. board of directors may 19, 2002 Annex I: resume of members of the Fifth Board of directors (I) resume of non independent directors of the Fifth Board of directors
1. Mr. Su zhuangqiang, born in 1971, is a resident of Hong Kong, China. He has no permanent residency in other countries or regions. He has a senior master of business administration. From May 2004 to November 2006, he served as China Sports Industry Group Co.Ltd(600158) director; From March 2003 to now, he has served as the chairman of Shenyang Xinbei Thermal Power Co., Ltd; From September 2004 to now, he has served as the chairman of Lianmei (China) Investment Co., Ltd; From May 2005 to now, he has served as the chairman of Guohui environmental protection new energy Co., Ltd; Executive director of Lianzhong new energy Co., Ltd. since July 2015; From November 2016 to now, he has served as the chairman of Luenmei Quantum Co.Ltd(600167) (hereinafter referred to as ” Luenmei Quantum Co.Ltd(600167) ); From September 2017 to now, he has been the chairman of Lianmei group; He has been the chairman of the company since September 2007.
As of the disclosure date of this announcement, Mr. Su zhuangqiang, his parents Ms. Su Suyu, Mr. Su Wuxiong and his brothers Mr. Su Guanrong and Mr. Su Zhuangqi indirectly hold 150000000 shares of the company through Luenmei Quantum Co.Ltd(600167) and its wholly-owned subsidiary Shenyang Huaxin Lianmei Asset Management Co., Ltd., accounting for 75% of the total share capital of the company, and participate in the strategic placement through the asset management plan established by the company’s senior managers and core employees, and cooperate with other directors, supervisors There is no relationship between 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. Mr. Ma Ji, born in 1962, Chinese nationality, without overseas permanent residency, majored in business enterprise management, with college degree. From July 1984 to July 1998, he successively served as the deputy general manager of Suzhou daily commodity wholesale company and the deputy general manager of Suzhou department store; From August 1998 to April 2003, he served as the deputy general manager of Guizhou Guifu Liquor Co., Ltd; From May 2003 to August 2009, he served as the deputy general manager of Suzhou Suzhou Gold Mantis Construction Decoration Co.Ltd(002081) group meiruide architectural decoration Co., Ltd.
From June 2016 to April 2022, he served as the general manager of the company; He has been a director of the company since September 2009.
As of the disclosure date of this announcement, except for participating in the strategic placement through the establishment of asset management plan by the company’s senior managers and core employees, Mr. Ma Ji 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. The company’s qualification and appointment procedures comply with the company law.
3. 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. The company’s qualification and appointment procedures comply with the company law.
4. 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. (II) resume of independent directors of the 5th board of directors
1. Mr. Sun Qiming, born in 1955, Chinese nationality, without permanent residency abroad, majoring in politics, with a bachelor’s degree. From September 1983 to March 2005, he served as secretary of the school office of Northeast Normal University, deputy director of the Department of economics and vice president of the school of business administration; From March 2005 to December 2008, he served as the dean of the school of grammar, law and economics of Beijing University of Posts and telecommunications; From December 2008 to February 2020, he served as a professor in the school of economics and management of Beijing University of Posts and telecommunications. He has been an independent director of the company since June 2020.
As of the disclosure date of this announcement, Mr. Sun Qiming 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. The company’s qualification and appointment procedures comply with the company law.
2. Mr. Gao liangmou, born in 1959, Chinese nationality, without overseas permanent residency, majoring in industrial economics, with a doctoral degree. From July 1982 to May 1987, he was a lecturer in the Department of planning and statistics of Northeast University of Finance and economics; From May 1987 to January 1999, he served as an associate professor in the school of Business Administration of Northeast University of Finance and economics, and since January 1999, he has served as a professor in the school of Business Administration of Northeast University of Finance and economics. He has been an independent director of the company since June 2020.
As of the disclosure date of this announcement, Mr. Gao liangmou 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. The company’s qualification and appointment procedures comply with the company law.
3. Mr. Jiang Xin, born in 1961, Chinese nationality, without overseas permanent residency, majoring in accounting, doctoral degree, professor. From July 1984 to February 1989, he served as a teacher in the Department of machinery and economics of Benxi University; From February 1989 to September 2001, he served as associate professor of accounting department and tax department of Liaoning Tax College; From April 2004 to December 2016, he served in Northeast China
