Stock Code: Ciwen Media Co.Ltd(002343) stock abbreviation: Ciwen Media Co.Ltd(002343) Announcement No.: 2022027
Announcement on the general election of the board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
Whereas the term of office of the eighth board of directors of Ciwen Media Co.Ltd(002343) (hereinafter referred to as “the company” or “the company”) is about to expire, in accordance with the company law, the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board and other laws and regulations, normative documents and relevant provisions of the articles of association, The company held the 19th meeting of the 8th board of directors on May 23, 2022, deliberated and adopted the proposal on the general election of the board of directors and the nomination of non independent director candidates of the 9th board of directors and the proposal on the general election of the board of directors and the nomination of independent director candidates of the 9th board of directors. The independent directors of the company expressed their independent opinions on the above proposal. The matters related to the general election of the board of directors are hereby announced as follows:
1、 Composition and term of office of the 9th board of directors
According to the articles of association, the ninth board of directors of the company is composed of 9 directors, including 6 non independent directors and 3 independent directors. The term of office is three years from the date of election and approval by the general meeting of shareholders.
2、 Basic information of director candidates
After review by the nomination committee of the 8th board of directors, the current board of directors nominated Ms. Hua Yuping, Ms. Shu Linyun, Mr. Zhao Jianxin, Mr. you dingyong, Mr. Xiong Zhiquan and Ms. Fu Jiamin as candidates for non independent directors of the 9th board of directors of the company; Nominate Mr. Yu Xinpei, Mr. Wang Sixin and Mr. Liu Wenjie as candidates for independent directors of the ninth board of directors of the company. See the attachment for the resume of the candidate.
The independent directors reviewed the nomination procedures, voting procedures and the qualification of director candidates in this general election, and expressed their independent opinions with explicit consent.
3、 Relevant description
1. The number of the above-mentioned candidates for directors complies with the provisions of the company law and other laws and regulations and the articles of association. Among them, the number of proposed independent directors is not less than one-third of the total number of directors of the company’s board of directors, and the total number of proposed directors concurrently serving as senior managers of the company is not more than one-half of the total number of directors of the company’s board of directors.
2. Among the candidates for independent directors, Mr. Yu Xinpei is an accounting professional with rich accounting professional knowledge and experience.
Up to now, Mr. Wang Sixin and Mr. Liu Wenjie have not obtained the qualification certificate of independent directors. They promise to participate in the latest training of independent directors and obtain the qualification certificate of independent directors recognized by Shenzhen Stock Exchange.
3. According to the relevant provisions of the company law and the articles of association, all the proposals on the general election of the board of directors shall be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting system shall be adopted for the candidates of non independent directors and independent directors. The qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange, and the shareholders’ meeting can vote only if there is no objection.
4. In order to ensure the normal operation of the company’s board of directors, before the new board of directors takes office, the directors of the eighth board of directors will still faithfully and diligently perform their duties and obligations in accordance with relevant laws and regulations and the articles of association.
The company expresses its heartfelt thanks to all directors of the 8th board of directors for their diligence and contribution to the development of the company!
It is hereby announced.
Ciwen Media Co.Ltd(002343) board of directors may 23, 2022 annex
Resume of candidates for the 9th board of directors
1、 Resume of non independent director candidates
1. Hua Yuping: female, born in April 1975, Chinese nationality, without permanent overseas residency, Bachelor of law, master of engineering, lawyer qualification and economist. From July 1996 to June 2013, worked in Agricultural Bank Of China Limited(601288) Jiangxi branch; From July 2013 to March 2017, he served as the deputy general manager of Huazhang Tiandi Media Investment Holding Group Co., Ltd; From April 2017 to now, he has served as the executive deputy general manager of Huazhang Tiandi Media Investment Holding Group Co., Ltd. From May 28, 2019, he served as a director of the eighth board of directors of the company; From March 21, 2022, he served as the vice chairman of the eighth board of directors of the company.
As of the disclosure date, Ms. Hua Yuping did not hold shares in the company. Ms. Hua Yuping holds the above position in Huazhang Tiandi Media Investment Holding Group Co., Ltd., the controlling shareholder of the company; In addition, Ms. Hua Yuping has no relationship with shareholders holding more than 5% of the company, other directors, supervisors and senior managers of the company; He has not been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange, nor is he a person subject to dishonesty, and his qualification meets the relevant provisions of laws, regulations and normative documents.
2. Shu Linyun: female, born in April 1978, Chinese nationality, without permanent overseas residency, postgraduate degree, master of business administration, senior economist. He has successively served as secretary of the office of Xinhua Bookstore, deputy director and director of the general manager’s office of Jiangxi Xinhua Publishing Group, director of the party masses work office of Jiangxi Northern United Publishing & Media (Group) Company Limited(601999) Group Co., Ltd., deputy manager, manager and head of the operation management department of Huazhang Tiandi Media Investment Co., Ltd. He is currently the deputy general manager of Huazhang Tiandi Media Investment Holding Group Co., Ltd., the general manager of Supply Chain Management Branch of Jiangxi Northern United Publishing & Media (Group) Company Limited(601999) Group Co., Ltd., and the executive director and general manager of Jiangxi jindujuan Private Equity Fund Management Co., Ltd. He has been a director of the eighth board of directors of the company since February 14, 2022. As of the disclosure date, Ms. Shu Linyun did not hold shares in the company. Ms. Shu Linyun holds the above positions in Huazhang Tiandi Media Investment Holding Group Co., Ltd., the controlling shareholder of the company, and other related parties; In addition, Ms. Shu Linyun has no relationship with shareholders holding more than 5% of the company, other directors, supervisors and senior managers of the company; He has not been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange, nor is he a person subject to dishonesty, and his qualification meets the relevant provisions of laws, regulations and normative documents.
3. Zhao Jianxin: male, born in May 1980, Chinese nationality, without permanent overseas residency, bachelor degree, registered consulting engineer and accountant. From September 1997 to April 2003, he served as a teacher of Xinlong middle school, Nanhai Town, Songzi City, Hubei Province; From April 2003 to May 2006, he served as the section chief of the office of the people’s Government of Songzi City, Hubei Province; May 2006 to 2010
In September, he served as the executive deputy general manager of Hubei Songzi Jincai guarantee company; From September 2010 to January 2014, he served as the chief of the development planning section of Jingzhou development and Reform Commission, Hubei Province; From January 2014 to may 2021, he served as the director, deputy manager, manager and director of the comprehensive management department of Huazhang Tiandi Media Investment Co., Ltd.
From June 4, 2021, he served as the executive deputy general manager of the company; He has been a director of the eighth board of directors of the company since February 14, 2022.
As of the disclosure date, Mr. Zhao Jianxin did not hold shares of the company, and had no relationship with shareholders holding more than 5% of the company, other directors, supervisors and senior managers of the company; He has not been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange, nor is he a person subject to dishonesty, and his qualification meets the relevant provisions of laws, regulations and normative documents. 4. You dingyong: male, born in May 1982, Chinese nationality, without permanent overseas residency, Bachelor of management, economist. He has successively served as deputy director of the office of Kunming Bureau of statistics, deputy director and director of the comprehensive management department of Huazhang Tiandi Media Investment Holding Group Co., Ltd., and director and deputy director of the organization and human resources department. He is currently the head of the comprehensive management department and the director of the organization and Human Resources Department of Huazhang Tiandi Media Investment Holding Group Co., Ltd.
As of the disclosure date, Mr. you dingyong did not hold shares of the company and had no relationship with shareholders holding more than 5% of the company, other directors, supervisors and senior managers of the company; The person who has not been punished by the CSRC and other relevant laws and regulations is not in line with the provisions of the CSRC. 5. Xiong Zhiquan: male, born in December 1972, Chinese nationality, without permanent overseas residency, master of business administration, certified public accountant and senior accountant. He has successively served as the director of the asset and Finance Department of Jiangxi Publishing Group Corporation (Jiangxi Publishing Corporation), and the deputy director and director of the financial audit department of Huazhang Tiandi Media Investment Holding Group Co., Ltd. From January 10, 2022, served as the chief financial officer of the company; He has been a director of the eighth board of directors of the company since January 26, 2022.
As of the disclosure date, Mr. Xiong Zhiquan does not hold shares of the company, and has no relationship with shareholders holding more than 5% of the company, other directors, supervisors and senior managers of the company; He has not been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange, nor is he a person subject to dishonesty, and his qualification meets the relevant provisions of laws, regulations and normative documents. 6. Fu Jiamin: female, born in June 1990, Chinese nationality, without permanent overseas residency, Bachelor of management, Chinese certified public accountant, legal professional qualification, economist. From October 2011 to February 2014, he served as the senior auditor of PWC Zhongtian Certified Public Accountants (special general partnership) Shenzhen Branch; From February 2014 to may 2021, served as the sponsor of the risk control department, the sponsor of the investment business department and the deputy director and director of the operation management department of Huazhang Tiandi Media Investment Holding Group Co., Ltd; From November 2018 to August 2020, he served as the leader of the operation management department of Huazhang Tiandi Media Investment Holding Group Co., Ltd. From May 28, 2019, he served as a director of the eighth board of directors of the company; From June 4, 2021 to January 10, 2022, served as the chief financial officer of the company.
The directors, supervisors and senior managers are not related; He has not been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange, nor is he a person subject to dishonesty, and his qualification meets the relevant provisions of laws, regulations and normative documents. 2、 Resume of independent director candidates
1. Yu Xinpei: male, born in January 1967, Chinese nationality, without permanent overseas residency, doctor of industrial economics, Professor of accounting, member of China Democratic Construction Association. He has successively served as deputy director, Dean and vice president of the Department of accounting of Jiangxi University of Finance and economics, individual member of China Accounting Society, individual member of Cima (Association of Chartered Management Accountants), and independent director of Jiangxi Guotai minbang Group Co., Ltd. He is currently a professor of Guangxi University of Finance and economics, Anyuan Coal Industry Group Co.Ltd(600397) independent director, Jiangxi Hongcheng Environment Co.Ltd(600461) independent director and independent director of Jiangxi Lianchuang Hongsheng Electronics Co., Ltd.
As of the disclosure date, Mr. Yu Xinpei did not hold shares of the company, and had no relationship with shareholders holding more than 5% of the company, other directors, supervisors and senior managers of the company; He has not been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange, nor is he a person subject to dishonesty, and his qualification meets the relevant provisions of laws, regulations and normative documents. 2. Wang Sixin: male, born in July 1967, Chinese nationality, without permanent overseas residency. He is currently a professor and doctoral supervisor of Communication University of China and vice president of the Research Institute of the community of shared future for mankind. He has long paid attention to the policy and legal issues in the field of Internet governance, and participated in the legislative demonstration and interpretation of laws, regulations, departmental rules and a large number of normative documents related to Internet governance, including the network security law, the provisions on the ecological governance of network information content and so on.
As of the disclosure date, Mr. Wang Sixin did not hold shares of the company, and had no relationship with shareholders holding more than 5% of the company, other directors, supervisors and senior managers of the company; He has not been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange, nor is he a person subject to dishonesty, and his qualification meets the relevant provisions of laws, regulations and normative documents. 3. Liu Wenjie: male, born in August 1974, doctor of law (major in civil and Commercial Law). He has been engaged in teaching and scientific research in the law department of Communication University of China. He has successively served as a lecturer, associate professor and professor. His teaching and scientific research fields are intellectual property law, cultural media law and Internet law. He is currently a professor of the Institute of comparative law of China University of political science and law, a director of China Network and information law society, a vice president of Beijing Intellectual Property Judicial Protection Research Association, a standing director of Beijing Film and television entertainment law society, a director of Beijing Property Law Research Association, and a director of the academic committee of the cultural and rule of law research center of Communication University of China.
As of the disclosure date, Mr. Liu Wenjie did not hold shares of the company, and had no relationship with shareholders holding more than 5% of the company, other directors, supervisors and senior managers of the company; He has not been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange, nor is he a person subject to dishonesty, and his qualification meets the relevant provisions of laws, regulations and normative documents.
