Stock Code: Ciwen Media Co.Ltd(002343) stock abbreviation: Ciwen Media Co.Ltd(002343) Announcement No.: 2022026
Announcement of resolutions of the 19th meeting of the 8th 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.
1、 Meetings of the board of directors
Ciwen Media Co.Ltd(002343) (hereinafter referred to as “the company”) the 19th meeting of the 8th board of directors was held by means of communication on May 23, 2022. The notice of the meeting was sent to all directors by personal delivery, e-mail and other means on May 20, 2022. The meeting was presided over by Mr. Wu Weidong, chairman of the company, and attended by supervisors and senior managers of the company. The meeting was held in accordance with the provisions of the company law and the articles of association, and the meeting was legal and effective.
2、 Deliberations of the board meeting
After deliberation, the meeting considered and adopted the following proposals by voting:
In view of the proposal on the nomination of candidates for the 9th board of directors of listed companies and the provisions of the 9th board of directors of the Shenzhen Stock Exchange on regulating the operation of listed companies, 1. The nomination of candidates for the 8th board of directors is about to expire. 1. In accordance with the provisions of the Shenzhen Stock Exchange and the regulations of the 9th board of directors of listed companies, 1, 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 ninth board of directors of the company, with a term of office of three years from the date of adoption of the general meeting of shareholders. The candidate’s resume is detailed in the announcement on the general election of the board of directors (Announcement No.: 2022027) disclosed by the company in the securities times and cninfo on the same day.
The directors present at the meeting voted on the above candidates one by one, and the voting results are as follows:
1.01 nominate Hua Yuping as a candidate for non independent director of the 9th board of directors
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
1.02 nominate Shu Linyun as a candidate for non independent director of the 9th board of directors
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
1.03 nominate Zhao Jianxin as a candidate for non independent director of the 9th board of directors
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
1.04 nominate you dingyong as a candidate for non independent director of the 9th board of directors
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
1.05 Xiong Zhiquan was nominated as a candidate for non independent director of the 9th board of directors
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
1.06 nominate Fu Jiamin as a candidate for non independent director of the 9th board of directors
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting system shall be adopted to vote on each candidate separately. Independent directors expressed their consent to the proposal.
In order to ensure the normal operation of the board of directors, the non independent directors of the eighth board of directors of the company will still perform their duties carefully according to the regulations before the new board of directors takes office.
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
2. Deliberated and adopted the proposal on the general election of the board of directors and the nomination of independent director candidates for the ninth board of directors
As the term of office of the eighth board of directors of the company is about to expire, in accordance with the relevant provisions of the company law, the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange, the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board and the articles of association, after the review of the nomination committee of the eighth board of directors of the company, Mr. Yu Xinpei (accounting professional) is nominated by the current board of directors Mr. Wang Sixin and Mr. Liu Wenjie are candidates for independent directors of the ninth board of directors of the company. 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.
The qualification and independence of the above independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange before they can be submitted to the general meeting of shareholders for deliberation. The term of office shall be three years from the date of deliberation and approval by the general meeting of shareholders. See the announcement on the general election of the board of directors for the resume of candidates.
The directors present at the meeting voted on the above candidates one by one, and the voting results are as follows:
2.01 nominate Yu Xinpei as the candidate for independent director of the ninth board of directors
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
2.02 nominate Wang Sixin as the candidate for independent director of the 9th board of directors
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
2.03 nominate Liu Wenjie as the candidate for independent director of the 9th board of directors
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting system shall be adopted to vote on each candidate separately. Independent directors expressed their consent to the proposal.
In order to ensure the normal operation of the board of directors, the independent directors of the eighth board of directors of the company will still perform their duties carefully according to the regulations before the new board of directors takes office.
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
3. The proposal on the remuneration scheme of the directors of the ninth board of directors was deliberated and adopted
In accordance with the articles of association, detailed rules for the work of the remuneration and assessment committee, and in combination with the company’s business scale, actual situation and other factors, and with reference to the industry and regional remuneration level, the remuneration scheme of the directors of the ninth board of directors of the company is formulated:
(1) Non independent directors holding management positions in the company shall receive remuneration according to their specific management positions in the company and the relevant remuneration and assessment management system of the company; Non independent directors who do not hold management positions in the company will not receive remuneration or allowances in the company.
(2) The allowance for independent directors of the company is 60000 yuan / person / year.
(3) The above salaries or allowances are pre tax amounts, and the personal income tax involved is uniformly withheld and paid by the company. The independent directors of the company have expressed their independent opinions on this proposal. See cninfo.com for details.
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on Amending the articles of association was deliberated and adopted
The articles of association of listed companies of the people’s Republic of China (2022) and relevant regulations of the people’s Republic of China on corporate governance will be further revised and revised in accordance with the current laws and regulations of the people’s Republic of China on the listing of companies (2022).
See the announcement on Amending the articles of Association (Announcement No.: 2022028) disclosed by the company in the securities times and cninfo.com on the same day and the revised articles of Association (may 2022) disclosed on cninfo.com.
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. Deliberated and adopted the proposal on Amending the rules of procedure of the general meeting of shareholders
Based on the amendment of the articles of association and the actual situation of the company, it is proposed to amend the rules of procedure of the general meeting of shareholders accordingly. The full text of the revised rules of procedure of the general meeting of shareholders is detailed in cninfo.com.
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6. Deliberated and adopted the proposal on Amending the rules of procedure of the board of directors
Based on the amendment of the articles of association and the actual situation of the company, it is proposed to amend the rules of procedure of the board of directors accordingly. See cninfo.com for the full text of the revised rules of procedure of the board of directors.
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7. The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
In accordance with the relevant provisions of the company law and other laws and regulations, normative documents and the articles of association, the company is scheduled to hold the 2021 annual general meeting of shareholders in the form of on-site meeting and online voting on Tuesday, June 14, 2022 to review the relevant proposals considered and adopted at the 18th and 19th meetings of the eighth board of directors and the 16th and 17th meetings of the eighth board of supervisors. The notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022031) was disclosed in the securities times and cninfo on the same day.
Voting results: it was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
3、 Documents for future reference
1. The resolution of the 19th meeting of the 8th board of directors signed by the attending directors and stamped with the seal of the board of directors;
2. Independent opinions of the company’s independent directors on matters related to the 19th meeting of the eighth board of directors.
It is hereby announced.
Ciwen Media Co.Ltd(002343) board of directors may 23, 2022
