Stock Code: Beijing Transtrue Technology Inc(002771) stock abbreviation: Beijing Transtrue Technology Inc(002771) No.: 2022034 Beijing Transtrue Technology Inc(002771)
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 accurate and complete without false records, misleading statements or major omissions.
Beijing Transtrue Technology Inc(002771) (hereinafter referred to as "the company" or "the company") held the 2021 annual general meeting of shareholders on May 20, 2022 to consider the proposal for the general election of the board of directors. The general meeting of shareholders elected 6 non independent directors and 3 independent directors by non cumulative voting to form the Fifth Board of directors. In order to ensure the continuity of the board of directors and senior management team, it is necessary to hold the first meeting of the Fifth Board of directors after the general meeting of shareholders, elect the chairman of the company, members of various professional committees, and appoint senior managers of the company. The first meeting of the 5th board of directors was held at 16:30 on May 20, 2022 by combining on-site and communication. There are 9 directors who should attend the meeting and 9 actually attended the meeting. The meeting was presided over by Mr. Wang Guohong, the director. The convening and convening of this meeting comply with the relevant provisions of the company law of the people's Republic of China and the articles of association. After careful deliberation by the directors attending the meeting, the following proposals were adopted by open ballot one by one. The time, place and method of the meeting comply with the provisions of relevant laws, regulations, rules and the articles of association.
1、 The proposal on the election of the chairman of the board of directors was adopted with 0 votes, and the voting result of the Fifth Board of directors was 0.
The meeting elected Mr. Wang Guohong as the chairman of the company. The term of office starts from the date of deliberation and approval by the board of directors to the date of expiration of the Fifth Board of directors of the company. See the attachment for resume.
2、 The proposal on changing the legal representative of the company was deliberated and adopted, and the voting results were 9 in favor, 0 against and 0 abstention.
According to the articles of association, the chairman of the company is the legal representative of the company, so the legal representative of the company is also changed to Mr. Wang Guohong. The company will go through relevant industrial and commercial change registration procedures in accordance with relevant regulations.
3、 The proposal on the election of members of each special committee of the 5th board of directors of the company was deliberated and adopted. The voting results were 9 in favor, 0 against and 0 abstention.
It is agreed that each special committee of the board of directors shall be composed of the following members, and the term of office shall be from the date of deliberation and approval of the board of directors to the date of expiration of the Fifth Board of directors of the company:
1. Strategy Committee: composed of 5 directors, with Chairman Wang Guohong as the convener and members Wang Xiaogang, Ma ya, LV Tiantian and Li Chunyou;
2. Audit Committee: composed of three directors, with Mr. Li Yuhua as the convener and Wang Guohong and Zhao Bingkun as members;
3. Nomination Committee: composed of three directors, with Mr. Zhao Bingkun as the convener and Li Chunyou and Jing Yunchuan as members;
4. Remuneration and assessment committee: composed of three directors, with Mr. Jing Yunchuan as the convener and Du Yi and Li Yuhua as the members.
4、 The proposal on the appointment of the general manager of the company was deliberated and passed, and the voting results were 9 in favor, 0 against and 0 abstention.
According to the nomination of the chairman, the board of directors appointed Mr. Wang Xiaogang as the general manager of the company. The term of office starts from the date of deliberation and approval by the board of directors to the date of expiration of the Fifth Board of directors of the company. See the attachment for resume.
5、 The proposal on the appointment of the company's deputy general manager was deliberated and adopted, and the voting results were 9 in favor, 0 against and 0 abstention.
According to the nomination of the general manager, the board of directors appointed Mr. Maya, Mr. Li Chunyou and Ms. Ju Yan 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 date of expiration of the Fifth Board of directors of the company. See the attachment for resume.
6、 The proposal on the appointment of the company's financial director was deliberated and adopted, and the voting results were 9 in favor, 0 against and 0 abstention.
According to the nomination of the general manager, the board of directors appointed Ms. Du Yi as the financial director of the company. The term of office starts from the date of deliberation and approval by the board of directors to the date of expiration of the Fifth Board of directors of the company. See the attachment for resume.
7、 The proposal on the appointment of the Secretary of the board of directors of the company was deliberated and adopted, and the voting results were 9 in favor, 0 against and 0 abstention.
According to the nomination of the chairman, the board of directors appointed Ms. Ju Yan as the Secretary of the 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 date of expiration of the Fifth Board of directors of the company. Before the board of directors appoints a new securities affairs representative, the Secretary of the board of directors of the company shall act as the securities affairs representative. See the attachment for resume. Ms. Ju Yan's communication method is as follows:
Office address: 11th floor, building B, China International Science and Technology Exhibition Center, No. 12, Yumin Road, Madian, Chaoyang District, Beijing Tel: 01059220193
Fax No.: 01059220128
mail box: [email protected].
The educational background and work experience of the above personnel meet the requirements of their own positions. There are no circumstances stipulated in the company law and the articles of association that they are not allowed to serve as senior executives of the company, and there are no circumstances that they are determined to be prohibited from entering the market by the CSRC and have not been lifted, and they have not received any punishment and punishment from the CSRC and the stock exchange.
The number of directors concurrently serving as senior managers of the company does not exceed half of the total number of directors of the company. The independent directors have expressed their independent opinions on the above-mentioned proposal. For details, see the independent opinions of independent directors on matters related to the first meeting of the Fifth Board of directors disclosed on cninfo.com on the same day.
8、 The proposal on appointing the head of the company's internal audit department was deliberated and adopted, and the voting results were 9 in favor, 0 against and 0 abstention.
The board of directors agreed to appoint Mr. Yang Wei as the head of the company's internal audit department, with a term of office from the date of deliberation and approval by the board of directors to the date of expiration of the Fifth Board of directors of the company. See the attachment for resume. Documents for future reference: 1. Resolution of the first meeting of the Fifth Board of directors 2. Independent opinions of independent directors on matters related to the first meeting of the Fifth Board of directors
It is hereby announced.
Beijing Transtrue Technology Inc(002771) board of directors may 20, 2022 Annex:
1. Resume of chairman
Mr. Wang Guohong, born in November 1968, Chinese nationality, has no right of permanent residence abroad. Graduated from National University of Defense Science and technology, bachelor degree. He has successively served as an engineer of Beijing military command, an engineer of Beijing Haicheng Zhizhen Telecommunications Co., Ltd. and a director of Shenzhen ruiqu Information Technology Co., Ltd; He joined the company in May 2000 and successively served as engineer, general manager, director, vice chairman and general manager. Executive director and general manager of Tianjin zhenwutong Technology Co., Ltd. since September 2016; He has been the executive director and general manager of Hunan Beijing Transtrue Technology Inc(002771) Technology Co., Ltd. since February 2018.
Mr. Wang Guohong is one of the controlling shareholders and actual controllers of the company, holding 30626396 shares of the company.
Mr. Wang Guohong, Suzhou Longyue Holding Co., Ltd. and Mr. Wang Xiaogang are persons acting in concert. There is no relationship with other shareholders holding more than 5% of the company's shares, other directors, supervisors and senior managers of the company, and there is no situation that he is not allowed to serve as senior managers of the company as stipulated in the company law and the company constitution, Not punished by the CSRC and other relevant departments or the stock exchange. Nor is there any circumstance stipulated in article 3.2.3 of the guidelines for the standardized operation of listed companies of Shenzhen stock exchange that they are not allowed to serve as directors, supervisors and senior managers of the company. The company has inquired on the website of the Supreme People's court that Wang Guohong is not a dishonest executee.
2. Resume of general manager
Mr. Wang Xiaogang, born in January 1980, Chinese nationality, without permanent residency abroad. Former director and general manager of Jiangsu Wuzhong Pharmaceutical Development Co.Ltd(600200) company; Member of the 14th Suzhou CPPCC. From December 2012 to now, he has served as the chairman of Suzhou Dixi Network Information Investment Management Co., Ltd; From September 2016 to now, he has served as the chairman of super vision laser technology (Suzhou) Co., Ltd; He joined the company in November 2019 and successively served as vice chairman, general manager and chairman of the company.
Mr. Wang Xiaogang is one of the actual controllers of the company. Suzhou Longyue Holding Co., Ltd., an enterprise controlled by Mr. Wang Xiaogang, is one of the controlling shareholders of the company and holds 10920000 shares of the company. Mr. Wang Xiaogang, Suzhou Longyue Holding Co., Ltd. and Mr. Wang Guohong are persons acting in concert. They have no relationship with other shareholders holding more than 5% of the company's shares, other directors, supervisors and senior managers of the company, and there is no situation that they are not allowed to serve as senior managers of the company as stipulated in the company law and the company constitution, Not punished by the CSRC and other relevant departments or the stock exchange. Nor is there any circumstance stipulated in article 3.2.3 of the guidelines for the standardized operation of listed companies of Shenzhen stock exchange that they are not allowed to serve as directors, supervisors and senior managers of the company. The company has inquired on the website of the Supreme People's court that Wang Xiaogang is not a dishonest person to be executed.
3. Resume of deputy general manager
Mr. Maya, born in August 1972, Chinese nationality, has no right of permanent residence abroad. Graduated from Southeast University, bachelor degree. He has successively served as an engineer of Beijing Nuclear Instrument Factory, an engineer of Beijing Haicheng Zhizhen Telecommunications Co., Ltd., a director and supervisor of Shenzhen ruiqu Information Technology Co., Ltd., and an executive director of Beijing Zhi Beijing Transtrue Technology Inc(002771) Installation Engineering Co., Ltd; Joined the company in May 2000 and successively served as manager, deputy general manager and director of the engineering department; He has been a director and deputy general manager of the company since August 2011.
Mr. Maya holds 22985064 shares of the company. 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 situation that they are not allowed to serve as senior managers of the company as stipulated in the company law and the articles of association, and they have not been punished by the CSRC and other relevant departments and the stock exchange. Nor is there any circumstance stipulated in article 3.2.3 of the guidelines for the standardized operation of listed companies of Shenzhen stock exchange that they are not allowed to serve as directors, supervisors and senior managers of the company. The company has inquired on the website of the Supreme People's court that Maya is not a dishonest person. Mr. Li Chunyou, born in April 1982, Chinese nationality, has no right of permanent residence abroad. Graduated from the school of economics of Shandong University with a postgraduate degree. He has successively served as the manager of Investment Banking Department of China Investment Securities Co., Ltd. China Industrial Securities Co.Ltd(601377) senior manager of investment banking department and deputy general manager of Shanghai Zhengyue Enterprise Management Co., Ltd. He is currently the chairman of Ganzhou Shangyou Fund Management Co., Ltd; He joined the company in November 2019 and successively served as director and Secretary of the board of directors.
Mr. Li Chunyou does not hold the shares of the company and has no relationship with the shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the shares of the company. There are no circumstances stipulated in the company law and the articles of association that they are not allowed to serve as senior managers of the company, and they have not been punished by the CSRC and other relevant departments or the stock exchange. Nor is there any circumstance stipulated in article 3.2.3 of the guidelines for the standardized operation of listed companies of Shenzhen stock exchange that they are not allowed to serve as directors, supervisors and senior managers of the company. The company has inquired on the website of the Supreme People's court that Maya is not a dishonest person.
Ms. Ju Yan, born in February 1981, Chinese nationality, without overseas permanent residency, graduated from Northeast Forestry University with a bachelor's degree. From April 2010 to now, he has successively served as the manager and representative of the company's securities affairs department. Ms. Ju Yan does not hold the shares of the company and has no relationship with the shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the shares of the company. There are no circumstances stipulated in the company law and the articles of association that they are not allowed to serve as senior managers of the company, and they have not been punished by the CSRC and other relevant departments or the stock exchange. Nor is there any circumstance stipulated in article 3.2.3 of the guidelines for the standardized operation of listed companies of Shenzhen stock exchange that they are not allowed to serve as directors, supervisors and senior managers of the company. The company has inquired on the website of the Supreme People's court that Ju Yan is not a dishonest person.
4. Resume of financial director
Ms. Du Yi, born in April 1973, Chinese nationality, has no right of residence abroad. Graduated from Shandong Institute of finance, bachelor degree. Worked in Bank Of Communications Co.Ltd(601328) Jinan Branch and Beijing Zhizhen node Technology Development Co., Ltd; He joined the company in June 2007 and successively served as general manager of business and procurement center, general manager of Finance and asset management center, financial director and financial director of multimedia section.
Ms. Du Yi holds 92500 shares of the company. There is no relationship with shareholders holding more than 5% of the company's shares, actual controllers, other directors, supervisors and senior managers of the company, there is no situation that they are not allowed to serve as senior managers of the company as stipulated in the company law and the articles of association, and they have not been punished by the CSRC and other relevant departments and the stock exchange. Nor is there any circumstance stipulated in article 3.2.3 of the guidelines for the standardized operation of listed companies of Shenzhen stock exchange that they are not allowed to serve as directors, supervisors and senior managers of the company. The company has inquired on the website of the Supreme People's court, and Du Yi is not a dishonest executee.
5. Resume of secretary of the board of directors
Ms. Ju Yan, born in February 1981, Chinese nationality, without overseas permanent residency, graduated from Northeast Forestry University with a bachelor's degree. From April 2010 to now, he has successively served as the manager and representative of the company's securities affairs department. In 2013, he obtained the qualification certificate of secretary of the board of directors, and his qualification meets the relevant provisions of the measures for the administration of the qualification of secretary of the board of directors and securities affairs representative of listed companies of Shenzhen Stock Exchange.
Ms. Ju Yan does not hold the shares of the company and has no relationship with the shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the shares of the company. There are no circumstances stipulated in the company law and the articles of association that they are not allowed to serve as senior managers of the company, and they have not been punished by the CSRC and other relevant departments or the stock exchange. Nor is there any circumstance stipulated in article 3.2.3 of the guidelines for the standardized operation of listed companies of Shenzhen stock exchange that they are not allowed to serve as directors, supervisors and senior managers of the company. The company has inquired on the website of the Supreme People's court that Ju Yan is not a dishonest person.
6. Resume of head of internal audit department
Mr. Yang Wei, born in November 1978, Chinese nationality, has no right of permanent residence abroad. Graduated from Beijing Language and Culture University, bachelor degree. He worked in Beijing RISHANG industry and Trade Co., Ltd. and Beijing Boqi Power Technology Co., Ltd. 2015
