Securities code: Shenzhen Rapoo Technology Co.Limited(002577) securities abbreviation: Shenzhen Rapoo Technology Co.Limited(002577) Announcement No.: 2022015 Shenzhen Rapoo Technology Co.Limited(002577)
Announcement on the resolution of the 16th interim meeting of the Fourth 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
Shenzhen Rapoo Technology Co.Limited(002577) (hereinafter referred to as “the company”) the 16th extraordinary meeting of the Fourth Board of directors was held in the company’s conference room on May 19, 2022 by means of on-site voting and communication voting. The notice of the meeting of the board of directors was sent to all directors by telephone, e-mail and direct delivery on May 16, 2022; The meeting materials of the board of directors have been submitted to the supervisors and senior managers of the company for review in advance. Five persons should attend the meeting of the board of directors, and five actually attended the meeting (including 0 directors entrusted to attend and 3 by means of communication voting). The meeting of the board of directors was convened and presided over by Mr. Zeng Hao, chairman of the board of directors. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
1. The proposal on the general election of the company’s board of directors and the election of candidates for non independent directors of the Fifth Board of directors was deliberated and adopted by 5 votes in favor, 0 votes against and 0 abstentions.
Since the term of office of the Fourth Board of directors of the company is about to expire, the board of directors agrees to nominate Mr. Zeng Hao, Ms. Yu Xin and Mr. Yu Rong as candidates for non independent directors of the Fifth Board of directors of the company. Please see the appendix for the resume of non independent directors.
The announcement on the general election of the board of directors (2022017) is detailed in the company’s designated information disclosure media securities times, China Securities News, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）。
The independent directors of the company have expressed independent opinions on this. For details of the independent opinions of independent directors on relevant matters of the company, please refer to cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）
2. The proposal on the general election of the company’s board of directors and the election of independent director candidates for the Fifth Board of directors was deliberated and adopted by 5 votes in favor, 0 votes against and 0 abstentions.
Since the term of office of the Fourth Board of directors of the company is about to expire, the board of directors agrees to nominate Mr. Li Tianming and Mr. Liu Yong as independent director candidates for the Fifth Board of directors of the company. Please see the appendix for the resume of independent director candidates.
Announcement on the general election of the board of directors (2022017), statement of independent director nominees (Li Tianming) (2022018), statement of independent director nominees (Liu Yong) (2022019), statement of independent director candidates (Li Tianming) (2022020) and statement of independent director candidates (Liu Yong) (2022021) are detailed in the company’s designated information disclosure media securities times and China Securities News Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）。
The independent directors of the company have expressed independent opinions on this. For details of the independent opinions of independent directors on relevant matters of the company, please refer to cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）。
The above proposals 1 and 2 must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. Among them, the qualification of independent director candidates must be reviewed by Shenzhen Stock Exchange before they can be submitted to the general meeting of shareholders of the company for voting. The shareholders’ meeting adopts the cumulative voting system for the election of directors of the Fifth Board of directors of the company. The term of office of the members of the Fifth Board of directors is three years from the date of deliberation and approval by the general meeting of shareholders.
The total number of directors to be appointed by the company who concurrently serve as the company’s senior management and staff representatives shall not exceed half of the total number of directors of the company.
According to the provisions of the company law and the articles of association, in order to ensure the normal operation of the company, before the new director takes office, all members of the Fourth Board of directors and senior managers of the company will continue to perform the duties and responsibilities of directors and senior managers in accordance with laws, administrative regulations and the articles of association.
3. The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted with 5 affirmative votes, 0 negative votes and 0 abstention
The company plans to hold the 2021 annual general meeting of shareholders on Friday, June 10, 2022 to consider the proposals that need to be submitted to the general meeting of shareholders for deliberation. The independent directors of the company will report on their duties at the annual general meeting of shareholders.
The notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022024) is detailed in the information disclosure media designated by the company, such as securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）。
3、 Documents for future reference 1 Resolution of the 16th extraordinary meeting of the 4th board of directors of the company. It is hereby announced.
Shenzhen Rapoo Technology Co.Limited(002577) board of directors may 19, 2022
Annex: resume of candidates for directors of the 5th board of directors
1、 Candidates for non independent directors
1. Mr. Zeng Hao, who has the right of permanent residence in Hong Kong, was born in 1971 and graduated from Shenzhen University. In 1996, he began to engage in the research and development of computer wireless peripheral products, designed wireless mouse products and obtained utility model patents. In 1998, he developed USB wireless keyboard and mouse suit, invested in the establishment of hotkey Electronics (Hong Kong) Co., Ltd. in May 2001, designed human body induction photoelectric wireless mouse in 2002, and led the design of a new 2.4G ultra-low energy consumption wireless peripheral solution in 2006. He is currently the chairman and general manager of the company and is fully responsible for the operation and management of the company.
Mr. Zeng Hao does not directly hold the shares of the company, but holds 44.92% of the shares of the company through hotkey Electronics (Hong Kong) Co., Ltd. As the founder and actual controller of the company, Mr. Zeng Hao serves as a director in the controlling shareholder unit and is the spouse of Ms. Yu Xin, the current director of the company. In addition, Mr. Zeng Hao has no affiliated relationship with other directors, supervisors, senior managers and other shareholders holding more than 5% of the shares of the company. Mr. Zeng Hao has not been punished by the China Securities Regulatory Commission and other relevant departments and the stock exchange. He is not allowed to serve as a director of the company as stipulated in the company law, the articles of association and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and he is not a dishonest person.
2. Ms. Yu Xin, who has the right of permanent residence in Hong Kong, was born in 1981 and graduated from Shenzhen University. Since 2002, he has successively served as the person in charge of the finance, procurement and personnel departments of Shenzhen hotkey Technology Co., Ltd., the predecessor of the company, and the vice chairman of Shenzhen Dipu Electronics Co., Ltd. now he is the director and deputy general manager of the company.
Ms. Yu Xin does not directly hold the company’s shares, holds 14.97% of the company’s shares through hotkey Electronics (Hong Kong) Co., Ltd., serves as a director of the controlling shareholder unit, and is the spouse of Mr. Zeng Hao, the current chairman of the company. In addition, Ms. Yu Xin has no affiliated relationship with other directors, supervisors, senior managers and other shareholders holding more than 5% of the company’s shares. Ms. Yu Xin has not been punished by the China Securities Regulatory Commission and other relevant departments and the stock exchange. She is not allowed to serve as a director of the company as stipulated in the company law, the articles of association and the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and she is not a dishonest person.
3. Mr. Yu Rong, Chinese nationality, born in 1971, graduated from the Department of electronic engineering of Shanghai Jiaotong University, master of finance of Shanghai University of Finance and economics, doctor of Chinese Academy of traditional Chinese medicine and EMBA of China Europe School of international business administration; He is the Meinian Onehealth Healthcare Holdings Co.Ltd(002044) founder, actual controller and chairman, the chairman of Shanghai Tianyi Industrial Holding Group Co., Ltd., the member of the health promotion and education expert Steering Committee of the national health and Family Planning Commission, the vice chairman of the health rehabilitation professional committee of the Chinese Academy of traditional Chinese medicine, the vice chairman of the Health Service Committee of the Chinese Academy of traditional Chinese medicine, the president of the health examination branch of the Chinese Association of non-public medical institutions Vice president of China Association of listed companies and current director of the company.
Mr. Yu Rong does not hold shares of the company and has no relationship with other directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company. Mr. Yu Rong has not been punished by the China Securities Regulatory Commission and other relevant departments and the stock exchange. He is not allowed to serve as a director of the company as stipulated in the company law, the articles of association and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and he is not a dishonest person.
2、 Candidates for independent directors
1. Mr. Li Tianming, Chinese nationality, was born in 1971 with a postgraduate degree. He has successively served as a clerk of the enterprise management office of Huaneng Yimin Coal Power Co., Ltd. and a lawyer of Guangdong Jingtian law firm. He is now a lawyer and senior partner of Guangdong Huashang law firm, an independent director of listed company Shenzhen Honor Electronic Co.Ltd(300870) and an independent director of non listed companies Shenzhen Wushan new materials Co., Ltd., Shenzhen Maichi IOT Co., Ltd., Shenzhen anpeilong Technology Co., Ltd. and Tianjian Guangdong Brandmax Marketing Co.Ltd(300805) Co., Ltd.
Mr. Li Tianming does not hold shares of the company and has no relationship with other directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company. Mr. Li Tianming has obtained the qualification certificate of independent director recognized by the CSRC, and has not been punished by the CSRC and other relevant departments and the stock exchange. He is not allowed to serve as a director of the company as stipulated in the company law, the articles of association and the Shenzhen Stock Exchange self discipline supervision guidance No. 1 – standardized operation of companies listed on the main board, and is not a dishonest person.
2. Mr. Liu Yong, Chinese nationality, born in 1977, has a postgraduate degree, certified public accountant and certified tax agent. He has successively served as the auditor of Shenzhen Rongxin Certified Public Accountants (special general partnership), the audit manager of Shenzhen Zhongxin certified public accountants, the senior audit manager of Shenzhen Dahua Tiancheng certified public accountants, the partner of Shenzhen Pinghai Certified Public Accountants (general partnership), and the executive director and general manager of Shenzhen pengxinruihe tax agents Co., Ltd. He is now the executive director and general manager of Shenzhen Hongzheng Management Consulting Co., Ltd., the partner of Shenzhen yongxinruihe Certified Public Accountants (special general partnership), the Dongguan Tarry Electronics Co.Ltd(300976) independent director of listed company, the independent director of non listed company Guangdong Shunyi (Group) Co., Ltd. and Shenzhen Weiyan Clothing Co., Ltd.
Mr. Liu Yong does not hold shares of the company and has no relationship with other directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company. Mr. Liu Yong has obtained the qualification certificate of independent director recognized by the CSRC and has not been punished by the CSRC and other relevant departments and the stock exchange. He is not allowed to serve as a director of the company as stipulated in the company law, the articles of association and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and is not a dishonest person.
