Securities code: 300645 securities abbreviation: Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) Announcement No.: 2022-008 bond Code: 123043 bond abbreviation: Zhengyuan convertible bond
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
On the completion of the general election of the board of directors and the board of supervisors of the company
Announcement on the resignation of some directors and supervisors upon expiration
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.
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as “the company” or “the company”) convened the first extraordinary general meeting of shareholders in 2022 on January 14, 2022, The proposal on the general election of the board of directors and the nomination of non independent director candidates for the fourth session of the board of directors, the proposal on the general election of the board of directors and the nomination of independent director candidates for the fourth session of the board of directors, and the proposal on the general election of the board of supervisors and the nomination of non employee representative supervisor candidates for the fourth session of the board of supervisors were reviewed and adopted, Non independent directors and independent directors of the Fourth Board of directors and non employee supervisors of the Fourth Board of supervisors were elected. Among them, 6 non independent directors and 3 independent directors jointly formed the Fourth Board of directors of the company; One non employee supervisor and the employee representative supervisor of the Fourth Board of supervisors elected by the employee congress on January 12, 2022 jointly formed the Fourth Board of supervisors of the company. On January 14, 2022, the company held the first meeting of the Fourth Board of directors and the first meeting of the Fourth Board of supervisors, and deliberated and adopted the proposal on electing the chairman of the Fourth Board of directors, the proposal on electing the members of each special committee of the Fourth Board of directors, the proposal on electing the chairman of the Fourth Board of supervisors, the proposal on The general election of the board of supervisors has been completed, and the relevant information is hereby announced as follows:
1、 Composition of the Fourth Board of directors and board of supervisors of the company
(I) members of the Fourth Board of directors
1. On January 14, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on general election of the board of directors and nomination of candidates for non independent directors of the Fourth Board of directors and the proposal on general election of the board of directors and nomination of candidates for independent directors of the Fourth Board of directors. The members of the Fourth Board of directors are as follows:
Non independent directors: Mr. Chen Jian, Ms. Chen Ying, Mr. Chen genqing, Mr. Gong Mingyong, Mr. Zhu Jun and Mr. Zhou Junhui
Independent directors: Mr. Zhang Yaohui, Mr. Wu Xiongwei and Mr. Jin Xinhua
The Fourth Board of directors of the company is composed of more than 9 people, and the term of office is three years from the date of election at the first extraordinary general meeting of shareholders in 2022.
The members of the Fourth Board of directors of the company (see Annex 1 for their resumes) meet the qualifications of directors of listed companies stipulated by laws and regulations, There are no circumstances stipulated in the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the rules for independent directors of listed companies and other laws and regulations and the articles of association, Nor has it been determined by the CSRC that the market entry ban has not been lifted, nor has it been subject to any punishment and punishment by the CSRC and the stock exchange, nor is it a person subject to dishonesty.
Among the above-mentioned members of the board of directors, among the candidates for non independent directors of the company, the number of directors concurrently serving as senior managers of the company does not exceed one-half of the total number of directors of the company, and the number of independent directors exceeds one-third of the total number of directors of the company, which meets the requirements of relevant laws and regulations.
2. On January 14, 2022, the company held the first meeting of the Fourth Board of directors, deliberated and approved the proposal on electing the chairman of the Fourth Board of directors, and agreed to elect Mr. Chen Jian as the chairman of the Fourth Board of directors for a term of three years, from the date of deliberation and approval of the current board of directors to the date of expiration of the term of the Fourth Board of directors. (II) members of the special committee of the Fourth Board of directors
On January 14, 2022, the company held the first meeting of the Fourth Board of directors, deliberated and adopted the proposal on electing members of each special committee of the Fourth Board of directors. The members of the special committee of the Fourth Board of directors are as follows:
Members of the strategy committee: Mr. Chen Jian, director, Mr. Chen genqing and independent director Zhang Yaohui, of which Mr. Chen Jian is the chairman.
Members of the Audit Committee: independent director Mr. Jin Xinhua, independent director Mr. Wu Xiongwei and director Ms. Chen Ying, of which Mr. Jin Xinhua is an accounting professional and serves as the chairman.
Members of the nomination committee: independent director Mr. Zhang Yaohui, independent director Mr. Wu Xiongwei and director Mr. Chen Jian, of which Mr. Zhang Yaohui is the chairman.
Members of the remuneration and assessment committee: independent director Mr. Wu Xiongwei, independent director Mr. Jin Xinhua and director Mr. Chen genqing, of which Mr. Wu Xiongwei is the chairman.
The term of office of members of each special committee is three years, starting from the date of deliberation and approval of the current board of directors to the date of expiration of the term of office of the Fourth Board of directors.
The composition of the above special committees of the Fourth Board of directors meets the requirements of the working rules of the special committees. (III) members of the 4th board of supervisors
1. On January 14, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the general election of the board of supervisors and the nomination of candidates for non employee representative supervisors of the Fourth Board of supervisors. On January 12, 2022, the company held the first employee representative meeting in 2022 to elect the employee representative supervisors of the Fourth Board of supervisors. The members of the 4th board of supervisors of the company are as follows:
Non Employee Representative Supervisor: Mr. Pan Gongjun
Employee Representative Supervisor: Mr. Liu Zhihai, Ms. Sheng Xing
The Fourth Board of supervisors of the company is composed of more than three persons, and the term of office is three years from the date of election at the first extraordinary general meeting of shareholders in 2022.
The members of the Fourth Board of supervisors of the company (see Annex 2 for their resumes) meet the qualifications of supervisors of listed companies as stipulated by laws and regulations, There are no laws and regulations such as the company law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the articles of association, Nor has it been determined by the CSRC that the market entry ban has not been lifted, nor has it been subject to any punishment and punishment by the CSRC and the stock exchange, nor is it a person subject to dishonesty.
Among the above members of the board of supervisors, there is no situation that they have served as directors or senior managers of the company in the past two years. The proportion of employee representative supervisors in the board of supervisors of the company is not less than one third, which meets the requirements of relevant laws and regulations. 2. On January 14, 2022, the company held the first meeting of the Fourth Board of supervisors, deliberated and approved the proposal on the election of the chairman of the Fourth Board of supervisors, and agreed to elect Mr. Pan Gongjun as the chairman of the Fourth Board of supervisors, with a term of office from the date of deliberation and approval of the current board of supervisors to the date of expiration of the Fourth Board of supervisors.
2、 Resignation of some directors and supervisors of the company upon expiration
Mr. Tong Benli and Mr. Zhu Jianing, independent directors of the third board of directors of the company, have served as independent directors of the company for two consecutive terms. After the expiration of this general election, they will no longer serve as independent directors of the Fourth Board of directors or other positions of the company. As of the disclosure date of this announcement, Mr. Tong Benli and Mr. Zhu Jianing did not hold shares of the company.
Mr. Li Zhanpeng, the employee representative supervisor of the third board of supervisors of the company, left his post upon expiration and no longer held the position of employee representative supervisor of the Fourth Board of supervisors of the company. After deliberation and approval by the Fourth Board of directors of the company, Mr. Li Zhanpeng was appointed as the deputy general manager of the company. As of the disclosure date of this announcement, Mr. Li Zhanpeng indirectly holds 68040 shares of the company, accounting for 0.05% of the total share capital of the company. The company will manage the shares indirectly held by Mr. Li Zhanpeng in strict accordance with the provisions of the securities law, the Listing Rules of gem shares of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and several provisions on reducing shares held by shareholders and directors, supervisors and Gao of listed companies.
The company expresses its heartfelt thanks to Mr. Tong Benli, Mr. Zhu Jianing and Mr. Li Zhanpeng for their diligent work during their tenure and their contributions to the development of the company!
It is hereby announced.
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) board of directors January 17, 2022
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Resume of members of the 4th board of directors
1、 Resume of non independent directors of the 4th board of directors
1. Chen Jian, male, born in 1962, Chinese nationality, without permanent residency abroad. Graduated from military command major of Nanjing Army school, EMBA of China Europe International Business School, senior economist. He once served as company commander and training unit commander, served in the group army and the Nanjing Military Region, and successively won the second and third class merit. In 1994, he was transferred to work and started his own business. In 2009, he was rated as “national model military transferred cadre”. At present, he is the chairman and general manager of the company and the executive director of Hangzhou Zhengyuan Enterprise Management Consulting Co., Ltd.
As of the disclosure date of this announcement, Mr. Chen Jian indirectly holds 35186128 shares of the company’s shares, accounting for 27.56% of the company’s total share capital. He is a spouse and person acting in concert with Ms. Li Lin, the company’s natural person shareholder. Ms. Li Lin holds 3689762 shares of the company’s shares, accounting for 2.89% of the company’s total share capital. Mr. Chen Jian is the actual controller of the company, Together with Ms. Li Lin, she holds 38875890 shares of the company, accounting for 30.45% of the total share capital of the company; Chen Jian has a brother sister relationship with Ms. Chen Ying, the director of the company, and has no relationship with other shareholders with more than 5% shares and other directors, supervisors and senior managers of the company. There is no punishment by the CSRC and other relevant departments and the stock exchange, and there is no prohibition against serving as a director of the company as stipulated in the company law and the articles of association The situation of supervisors and senior managers does not exist under the circumstances specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, nor is it a person subject to dishonesty.
2. Chen Ying, female, born in 1967, Chinese nationality, without permanent residency abroad. Graduated from the Department of Finance and economics of Hangzhou University, majoring in finance, bachelor degree, accountant and associate professor. He has successively served as accountant of southeast International Investment Co., Ltd., financial manager of Hangzhou Zhengyuan and assistant to the president of Zhengyuan Co., Ltd; He is currently a director of the company, director of the finance teaching and Research Office of the school of economics and people’s livelihood and welfare of Zhejiang Shuren University, manager of Hangzhou Zhengyuan Enterprise Management Consulting Co., Ltd., director of Hangzhou Zhengyuan Investment Co., Ltd., executive director and general manager of Hangzhou Zhengyuan medical device Co., Ltd., and vice chairman of Zhejiang Fangyuan Intelligent Technology Testing Co., Ltd.
As of the disclosure date of this announcement, Ms. Chen Ying indirectly holds 3369961 shares of the company’s shares, accounting for 2.64% of the company’s total share capital, and has a brother sister relationship with Mr. Chen Jian, the actual controller, chairman and general manager of the company; There is no relationship with other shareholders with more than 5% shares and other directors, supervisors and senior managers of the company, and there are no circumstances stipulated in the company law and the articles of association that they are not allowed to serve as directors of the company, and there is no article 3.2.3 of Shenzhen Stock Exchange self regulatory guidance for listed companies No. 2 – standardized operation of companies listed on GEM The circumstances specified in article 3.2.4 shall not be the person subject to breach of faith.
3. Chen genqing, male, born in 1969, Chinese nationality, without permanent residency abroad. Graduated from Zhejiang University with a master’s degree in mathematics, certified public accountant, ACCA, tax agent, first-class constructor and senior project manager. He once served as development manager of Jinhua Global Computer Engineering Co., Ltd., general manager of Jinhua Jinxin Computer Engineering Co., Ltd., deputy general manager of Zhejiang Jinxin Software Co., Ltd. and general manager of information center of Jinxin trust and Investment Co., Ltd; He has successively served as director of Zhengyuan Co., Ltd. Engineering Department, general manager, general manager assistant and deputy general manager of customer service center; At present, he is the director and Deputy General Manager (financial principal) of the company, and concurrently serves as the chairman of Zhejiang nut Smart Technology Co., Ltd., Ningbo botaike Smart Technology Co., Ltd., Hangzhou maihu Information Technology Co., Ltd., the director and general manager of Zhejiang Yunma Smart Technology Co., Ltd., Zhejiang Xiaolan Smart Technology Co., Ltd., Zhejiang Xiaoyun Smart Technology Co., Ltd Director of Sichuan Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) Technology Co., Ltd.
As of the disclosure date of this announcement, Mr. Chen genqing indirectly holds 552041 shares of the company, accounting for 0.43% of the total share capital of the company, has no relationship with the actual controller of the company, shareholders holding more than 5% of the company’s shares, other directors, supervisors and senior managers, and has not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances stipulated in the company law and the articles of association that they are not allowed to serve as directors, supervisors and senior managers of the company, and there are no circumstances stipulated in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of Companies listed on GEM, nor are they dishonest Executees.
4. Gong Mingyong, male, born in 1974, Chinese nationality, without permanent residency abroad. Bachelor degree in economic management. He worked in Yinxian sub branch of Agricultural Bank Of China Limited(601288) and Ningbo Branch of Industrial Bank Co.Ltd(601166) as president assistant and general manager of enterprise financial business department; He is currently a director of the company, general manager of Investment Management Department of Zhejiang Hua’ou Equity Investment Management Co., Ltd., director of Zhejiang lute Energy Technology Co., Ltd., Hangzhou Xinhe Data Technology Co., Ltd., Hangzhou mumin Network Technology Co., Ltd. and Zhejiang Jieshang Vision Technology Co., Ltd.
As of the disclosure date of this announcement, Mr. Gong Mingyong does not hold the company’s shares, has no relationship with the actual controller of the company, shareholders holding more than 5% of the company’s shares and other directors, supervisors and senior managers, and has not been punished by the CSRC and other relevant departments or the stock exchange, There is no circumstance that the company law and the articles of association stipulate that the company is not allowed to serve as a director of the company, and there is no self regulatory guidance for listed companies of Shenzhen Stock Exchange No. 2 – gem listing
