Securities code: Talkweb Information System Co.Ltd(002261) securities abbreviation: Talkweb Information System Co.Ltd(002261) Announcement No.: 2022033 Talkweb Information System Co.Ltd(002261)
Announcement of resolutions of the first meeting of the eighth board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Talkweb Information System Co.Ltd(002261) (hereinafter referred to as "the company" or "the company") the first meeting of the eighth board of directors was notified by email on May 9, 2022 and held by on-site meeting and communication voting on May 19, 2022. The meeting has 9 voting directors and 9 actual voting directors. The meeting complies with the relevant provisions of the company law of the people's Republic of China and the articles of association. The meeting was presided over by Mr. Li Xinyu, chairman of the company. After careful deliberation and voting by the directors present, the following proposals were adopted:
1. The proposal on the election of the chairman of the eighth board of directors of the company was deliberated and adopted.
It is agreed to elect Mr. Li Xinyu as the chairman of the eighth board of directors of the company. The term of office starts from the date of deliberation and approval of the board of directors to the expiration of the term of office of the eighth board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention
2. The proposal on the election of members of the special committee of the eighth board of directors of the company was deliberated and adopted. The eighth board of directors of the company consists of four special committees: Strategy Committee, audit committee, salary and assessment committee and Nomination Committee. The members of each committee are as follows:
Chairman and member of the special committee of the board of directors
Strategy Committee Li Xinyu, Qin Zheng, Wen Ying
Audit committee Cao Yue, Li Xinyu, Wen Ying
Remuneration and assessment committee Qin Zheng, Li Xinyu, Cao Yue
Nomination Committee Wen Ying, Li Xinyu, Qin Zheng
The term of office of the members of the above-mentioned special committees of the board of directors shall be from the date of deliberation and approval by the board of directors to the expiration of the term of office of the eighth board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention
3. The proposal on the appointment of the general manager of the company was reviewed and approved.
The term of office of Mr. Li Yu shall be from the date when the board of Directors approves the appointment of Mr. Li Yu to the eighth general manager of the company.
Voting results: 9 in favor, 0 against and 0 abstention
4. The proposal on the appointment of deputy general manager of the company was reviewed and approved.
It is agreed to appoint Mr. Wang Weifeng, Mr. Zhao Jun, Ms. Xiang Jing, Mr. Yan Baoqiang, Ms. Feng Mochun, Ms. Xing neon, Mr. Bai Bingjun, Mr. Yang Zheng and Mr. Liao Qiulin as the deputy general manager of the company. The term of office starts from the date of deliberation and approval by the board of directors to the expiration of the term of office of the eighth board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention
5. The proposal on the appointment of the company's chief financial officer was reviewed and approved.
It is agreed to appoint Ms. Xing neon as the chief financial officer of the company. The term of office starts from the date of deliberation and approval by the board of directors to the expiration of the term of office of the eighth board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention
6. The proposal on appointing senior managers to act as the Secretary of the board of directors was deliberated and adopted. Ms. Qilong resigned as the Secretary of the board of directors and thanked her for her personal contribution to the company's seventh term of office. In accordance with the company law of the people's Republic of China, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, relevant laws and regulations and the articles of association, in order to ensure the orderly development of the daily operation of the board of directors and the company's information disclosure, during the vacancy of the Secretary of the board of directors, Ms. Xing neon, the chief financial officer of the company, is designated to act as the Secretary of the board of directors for no more than three months.
Ms. Xing neon is participating in the qualification training of the Secretary of the board of directors held by Shenzhen Stock Exchange and has not obtained the qualification certificate of the Secretary of the board of directors.
Voting results: 9 in favor, 0 against and 0 abstention
7. The proposal on appointing the company's securities affairs representative was deliberated and adopted.
Agree to appoint Ms. Li Mengshi as the representative of the company's securities affairs. The term of office starts from the date of deliberation and approval by the board of directors to the expiration of the term of office of the eighth board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention
8. The proposal on appointing the company's audit director was reviewed and approved.
It is agreed to appoint Mr. Zhang Ye as the audit director of the company. The term of office starts from the date of deliberation and approval of the board of directors to the expiration of the term of office of the eighth board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention
It is hereby announced.
Talkweb Information System Co.Ltd(002261) board of directors may 20, 2022
Attachment: resume 1. Mr. Li Xinyu: born in 1965, Chinese nationality, master's degree, senior engineer, has been the chairman and general manager of the company since the establishment of the company in May 1996; In April 2011, he resigned as general manager in order to concentrate on performing the post of chairman; In June 2015, he resigned from the company's chairman and other relevant positions and no longer held any position in the company; Since October 2018, he has assumed the post of chairman and general manager of the company again. Mr. Li Xinyu is the actual controller of the company. As of the disclosure date of the announcement, he holds 147944462 shares of the company, accounting for 11.85% of the company's share capital. Mr. Li Xinyu is the father of the company's director candidate Li Yuan. There is no relationship with other shareholders holding more than 5% of the company's shares, actual controllers, other directors, supervisors and senior managers of the company. There is no one of the circumstances specified in Article 146 of the company law of the people's Republic of China, no administrative punishment by the CSRC, no public condemnation or circular criticism by the Shenzhen Stock Exchange, and no other circumstances determined by the Shenzhen Stock Exchange to be unfit for being a director of the company, His qualifications comply with the company law of the people's Republic of China, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association. After inquiry in the "China execution information disclosure network" of the Supreme People's court, it does not belong to the person subject to execution who is dishonest. 2. Mr. Wang Weifeng: born in 1978, Chinese nationality, master's degree. He used to be the R & D Engineer of Shenzhen Tencent Technology Co., Ltd. and the project manager of Shanghai newway Information Technology Co., Ltd; From September 2012 to now, he has served as the CEO and general manager of Shanghai Huorong Information Technology Co., Ltd., a director of the company from October 2014 to may 2019, and a deputy general manager of the company from March 2015 to may 2019.
Deputy general manager of the company since September 2020. As of the disclosure date of the announcement, the company did not hold shares of the company and had no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the shares of the company. There is no one of the circumstances specified in Article 146 of the company law of the people's Republic of China, no administrative punishment by the CSRC, no public condemnation or circular criticism by the Shenzhen Stock Exchange, and no other circumstances determined by the Shenzhen Stock Exchange to be unfit for being a director of the company, His qualifications comply with the company law of the people's Republic of China, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association. After inquiry in the "China executive information disclosure network" of the Supreme People's court, it does not belong to dishonesty. 3. Mr. Zhao Jun: born in 1971, Chinese nationality, college degree, major in financial management. Once served as human resources manager and human resources director of Sohu company. He has been the deputy director of human resources of the company since March 2012, the assistant president of the company since March 2019, in charge of human resources management, and the vice president and general manager of human resources center of the company since January 2020. Deputy general manager of the company since September 2020. As of the disclosure date of the announcement, the company did not hold shares of the company and had no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the shares of the company. There is no one of the circumstances specified in Article 146 of the company law of the people's Republic of China, no administrative punishment by the CSRC, no public condemnation or circular criticism by the Shenzhen Stock Exchange, and no other circumstances determined by the Shenzhen Stock Exchange to be unfit for being a director of the company, His qualifications comply with the company law of the people's Republic of China, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association. After inquiry in the "China execution information disclosure network" of the Supreme People's court, it does not belong to the person subject to execution who is dishonest. 4. Ms. Xiang Jing: born in 1983, Chinese nationality, graduate degree, CPC member. Since June 2009, he has worked in Talkweb Information System Co.Ltd(002261) . He is now the general manager of Hunan Xiangjiang Kunpeng Technology Co., Ltd., the holding subsidiary of the company, the chairman of Guizhou yunshang Kunpeng Technology Co., Ltd., the holding subsidiary, and the general manager of Beijing Branch. Deputy general manager of the company since September 2020. As of the disclosure date of the announcement, the company did not hold shares of the company and had no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the shares of the company. There is no one of the circumstances specified in Article 146 of the company law of the people's Republic of China, no administrative punishment by the CSRC, no public condemnation or circular criticism by the Shenzhen Stock Exchange, and no other circumstances determined by the Shenzhen Stock Exchange to be unfit for being a director of the company, His qualifications comply with the company law of the people's Republic of China, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association. After inquiry in the "China execution information disclosure network" of the Supreme People's court, it does not belong to the person subject to execution who is dishonest. 5. Mr. Yan Baoqiang, born in 1976, Chinese nationality, without permanent residency abroad, has a college degree, advanced studies in the senior president class of Tsinghua University, and has a primary accounting title. He used to be the accountant and financial manager of the financial department of supply and marketing cooperatives in Karamay, Xinjiang. Since October 2001, he has worked in Shenzhen haiyuntian Technology Co., Ltd. and successively served as the accountant of the finance department, the manager of the administrative personnel department, the sales manager of the marketing center, the sales director of the western region, the general manager, assistant vice president and vice president of the examination division. He has been the general manager of the company's examination business center since August 2018, and is in charge of the marketing, R & D department, project department, operation Department and Resource Department of the examination business. Deputy general manager of the company since September 2020. As of the disclosure date of the announcement, the company did not hold shares of the company and had no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the shares of the company. There is no one of the circumstances specified in Article 146 of the company law of the people's Republic of China, no administrative punishment by the CSRC, no public condemnation or circular criticism by the Shenzhen Stock Exchange, and no other circumstances determined by the Shenzhen Stock Exchange to be unfit for being a director of the company, His qualifications comply with the company law of the people's Republic of China, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association. After inquiry in the "China execution information disclosure network" of the Supreme People's court, it does not belong to the person subject to execution who is dishonest. 6. Ms. Feng Mochun: born in 1975, Chinese nationality, bachelor degree. He joined the company in 2000 and once served as the assistant president of the company; He has been a director of the company since May 2019 and a deputy general manager of the company since September 2020. As of the disclosure date of the announcement, the company did not hold shares of the company and had no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the shares of the company. There is no one of the circumstances specified in Article 146 of the company law of the people's Republic of China, no administrative punishment by the CSRC, no public condemnation or circular criticism by the Shenzhen Stock Exchange, and no other circumstances determined by the Shenzhen Stock Exchange to be unfit for being a director of the company, His qualifications comply with the company law of the people's Republic of China, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association. After inquiry in the "China execution information disclosure network" of the Supreme People's court, it does not belong to the person subject to execution who is dishonest. 7. Ms. Xing neon: born in 1968, Chinese nationality, without permanent residency abroad, bachelor degree, intermediate accountant, international certified public accountant. He used to be the Accounting Director of subotec and the deputy director of audit of credence accounting consulting company. He has been the financial director and financial manager of the company since November 2002 and the Deputy financial director of the company since 2017. Since September 2020, he has served as the chief financial officer of the company. As of the disclosure date of the announcement, the company did not hold shares of the company and had no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the shares of the company. There is no one of the circumstances specified in Article 146 of the company law of the people's Republic of China, no administrative punishment by the CSRC, no public condemnation or circular criticism by the Shenzhen Stock Exchange, and no other circumstances determined by the Shenzhen Stock Exchange to be unfit for being a director of the company, His qualifications comply with the company law of the people's Republic of China, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws, regulations and normative documents
