Securities code: 002621 securities abbreviation: Dalian My Gym Education Technology Co.Ltd(002621) Announcement No.: 2022-008 Dalian My Gym Education Technology Co.Ltd(002621)
Announcement on the general election of the board of directors
The company and all members of the board of directors and the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The term of office of the Fifth Board of directors of Dalian My Gym Education Technology Co.Ltd(002621) (hereinafter referred to as “the company”) expires on January 18, 2022. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws According to the relevant provisions of laws, regulations, normative documents and the Dalian My Gym Education Technology Co.Ltd(002621) articles of Association (hereinafter referred to as the “articles of association”), the board of directors of the company plans to hold a general election. The company held the 50th meeting of the 5th board of directors on January 17, 2022, deliberated and adopted the proposal on the change of the board of directors and the election of non independent directors of the 6th board of directors and the proposal on the change of the board of directors and the election of independent directors of the 6th board of directors. The relevant information is hereby announced as follows:
According to the articles of association, the sixth board of directors of the company is composed of 9 directors, including 6 non independent directors and 3 independent directors. After the qualification review by the nomination committee of the 5th board of directors, the 5th board of directors of the company agreed to nominate Mr. Zhang Shulin, Ms. Shi Yu, Mr. Liu Junjun, Ms. Zhu gujia, Mr. Guan Jingdong and Mr. Yu Yang as candidates for non independent directors of the 6th board of directors; It is agreed to nominate Mr. Li Yang, Ms. Yin Yue and Mr. Longsen Ye as candidates for independent directors of the sixth board of directors (see Annex for candidate resume). Independent director candidates Mr. Li Yang and Ms. Yin Yue have obtained the independent director qualification certificate recognized by Shenzhen Stock Exchange, and independent director candidate Mr. Longsen ye (Ye Longsen) has not obtained the independent director qualification certificate recognized by Shenzhen Stock Exchange, He has made a written commitment to participate in the latest independent director training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange. Among the candidates for independent directors, Mr. Li Yang is an accounting professional.
The independent directors of the company expressed their agreed independent opinions on the general election of the board of directors. Among the candidates for directors of the sixth board of directors of the company, the total 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 is not less than one-third of the total number of directors of the company, which meets the requirements of relevant laws and regulations. The qualification of independent director candidates shall be filed with Shenzhen stock exchange for review, and can be submitted to the general meeting of shareholders for deliberation only after there is no objection.
The proposal on the candidates for directors of the second session of the board of directors needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation. The cumulative voting system is adopted for the election, and the candidates for non independent directors and independent directors are voted separately. The term of office of the sixth board of directors shall be three years from the date of election and adoption by the general meeting of shareholders.
In order to ensure the normal operation of the company’s board of directors, the directors of the Fifth Board of directors will continue to faithfully and diligently perform their duties and responsibilities in accordance with laws, administrative regulations, normative documents and the articles of association before the new members of the board of directors take office.
It is hereby announced.
Annex: resume of candidates for the 6th board of directors.
Dalian My Gym Education Technology Co.Ltd(002621)
Board of directors
January 18, 2022
enclosure:
Non independent director candidate 1:
Mr. Zhang Shulin, born in 1967, Chinese nationality, has no right of permanent residence abroad. Master of management, Harbin Institute of technology, EMBA of Changjiang business school, senior economist, senior lecturer of CFP. He once served as director of the teaching and Research Department of Beijing Financial Training Center, executive vice president and vice chairman of Hengtian Wealth Investment Management Co., Ltd., chairman of Datang Wealth Investment Management Co., Ltd., vice chairman of Zhongzhi Wealth Investment Management Co., Ltd. and now the chairman of Dalian My Gym Education Technology Co.Ltd(002621) (002621).
Mr. Zhang Shulin does not hold the company’s shares, and has no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the company’s shares, except for working in the affiliated enterprise of Zhuhai Rongcheng Investment Center (limited partnership), the controlling shareholder of the company; After verification by the company, Mr. Zhang Shulin is not a “dishonest executee”, and there are no following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) Being prohibited from entering the securities market by the CSRC, and the term has not expired; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of the listed company, and the term has not expired; (4) Administrative punishment by the CSRC in the last three years; (5) Publicly denounced by the stock exchange or criticized in more than three circulars in the past three years; (6) Being placed on file for investigation by judicial organs due to suspected crimes or being placed on file for investigation by CSRC due to suspected violations of laws and regulations, and there is no clear conclusion; (7) It is publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court.
Non independent director candidate 2:
Ms. Shi Yu, Chinese nationality, without overseas permanent residency, is a graduate student of Business Administration of Renmin University of China, a master of finance of Tulane University, and has successively served as senior assistant to the CEO of seaworld-jvc Group Asia, assistant administrative manager of Asia Pacific North China region of Carlson group, Beijing Kaiwen Education Technology Co.Ltd(002659) (002659) director, deputy general manager and Secretary of the board of directors, and deputy general manager of Badachu holding group. He is now the vice chairman, deputy general manager and Secretary of the board of directors of Dalian My Gym Education Technology Co.Ltd(002621) (002621).
Ms. Shi Yu does not hold shares of the company and has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the shares of the company; After verification by the company, Ms. Shi Yu is not a “dishonest executee” and there are no following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) Being prohibited from entering the securities market by the CSRC, and the term has not expired; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of the listed company, and the time limit has not been publicly condemned or criticized by the stock exchange for more than three times; (6) Being placed on file for investigation by judicial organs due to suspected crimes or being placed on file for investigation by CSRC due to suspected violations of laws and regulations, and there is no clear conclusion; (7) It is publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court. Ms. Shi Yu meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange, guidelines for standardized operation of listed companies of Shenzhen Stock Exchange and other relevant regulations.
Non independent director candidate 3:
Mr. Liu Junjun, Chinese nationality, born in 1969, has the right of permanent residence in the United States. He graduated from Tsinghua University with a graduate degree. He once worked for IBM and China Hewlett Packard Co., Ltd. and has been the general manager of Tianjin meijiem Education Technology Co., Ltd. since 2013. He is now the director and general manager of Dalian My Gym Education Technology Co.Ltd(002621) (002621).
Mr. Liu Junjun directly holds 20756547 shares of the company and indirectly holds 6578915 shares of the company through Tianjin magley enterprise management partnership (limited partnership). Mr. Liu Junjun, Mr. Liu Yi, Ms. Wang Yan and Tianjin magley enterprise management partnership (limited partnership) are persons acting in concert. The above persons acting in concert hold 61309765 shares of the company. Mr. Liu Junjun has no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the company’s shares; After verification by the company, Mr. Liu Junjun is not a “dishonest executee”, and there are no following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) Being prohibited from entering the securities market by the CSRC, and the term has not expired; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of the listed company, and the term has not expired; (4) Administrative punishment by the CSRC in the last three years; (5) Publicly denounced by the stock exchange or criticized in more than three circulars in the past three years; (6) Being placed on file for investigation by judicial organs due to suspected crimes or being placed on file for investigation by CSRC due to suspected violations of laws and regulations, and there is no clear conclusion; (7) It is publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court.
Non independent director candidates 4:
Ms. Zhu gujia, Chinese nationality, born in 1980, has no right of permanent residence abroad and has a graduate degree. Worked in Beijing Tongshang law firm; He is currently the general manager and CEO of the legal compliance center of Zhongzhi Enterprise Group Co., Ltd., the supervisor of Zhongzhi rongyun (Beijing) Investment Co., Ltd., the supervisor of Fujia Financial Leasing Co., Ltd., Shenzhen Success Electronics Co.Ltd(002289) (002289) chairman of the board of supervisors, and Xinjiang Zhundong Petroleum Technology Co., Ltd
Ms. Zhu gujia holds 238008 shares of the company. Except for working in an affiliated enterprise of Zhuhai Rongcheng Investment Center (limited partnership), the controlling shareholder of the company, she has no affiliated relationship with other shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the shares of the company; After verification by the company, Ms. Zhu gujia is not a “dishonest executee”, and there are no following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) Being prohibited from entering the securities market by the CSRC, and the term has not expired; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of the listed company, and the term has not expired; (4) Administrative punishment by the CSRC in the last three years; (5) Publicly denounced by the stock exchange or criticized in more than three circulars in the past three years; (6) Being placed on file for investigation by judicial organs due to suspected crimes or being placed on file for investigation by CSRC due to suspected violations of laws and regulations, and there is no clear conclusion; (7) It is publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court.
Candidates for non independent directors 5:
Mr. Guan Jingdong, born in 1964, Chinese nationality, without overseas permanent residency, graduated from Heilongjiang University, Bachelor of Finance and taxation, bachelor degree, and once served as president of China China Everbright Bank Company Limited Co.Ltd(601818) Harbin Heping sub branch, vice chairman of Jiangsu Runxing Leasing Co., Ltd., and vice president of Tatwah Smartech Co.Ltd(002512) Technology Co., Ltd. He is currently a director of Dalian My Gym Education Technology Co.Ltd(002621) (002621).
Mr. Guan Jingdong holds 602000 shares of the company and has no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the shares of the company; After verification by the company, Mr. Guan Jingdong is not a “dishonest executee”, and there are no following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) Being prohibited from entering the securities market by the CSRC, and the term has not expired; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of the listed company, and the term has not expired; (4) Administrative punishment by the CSRC in the last three years; (5) Publicly denounced by the stock exchange or criticized in more than three circulars in the past three years; (6) Being placed on file for investigation by judicial organs due to suspected crimes or being placed on file for investigation by CSRC due to suspected violations of laws and regulations, and there is no clear conclusion; (7) It is publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court.
Non independent director candidates 6:
Mr. Yu Yang, born in 1977, Chinese nationality, has the right of permanent residence in Japan and graduated from Dalian Foreign Studies University. From 2012 to now, he has served as deputy general manager of Dalian Sanlei Technology Co., Ltd. and is now a director of Dalian My Gym Education Technology Co.Ltd(002621) (002621).
Mr. Yu Yang does not hold the company’s shares and has no relationship with other shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers, except for Dalian Sanlei Technology Co., Ltd., which is controlled by shareholders holding more than 5% of the company’s shares; After verification by the company, Mr. Yu Yang is not a “dishonest executee”, and there are no following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) Being prohibited from entering the securities market by the CSRC, and the term has not expired; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of the listed company, and the term has not expired; (4) Administrative punishment by the CSRC in the last three years; (5) Publicly denounced by the stock exchange or criticized in more than three circulars in the past three years; (6) Being placed on file for investigation by judicial organs due to suspected crimes or being placed on file for investigation by CSRC due to suspected violations of laws and regulations, and there is no clear conclusion; (7) It is publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court.
Independent director candidate 1:
Mr. Li Yang, born in 1983, Chinese nationality, without overseas permanent residency, Bachelor of Science in Information Science and technology of Peking University, double Bachelor of economics of China Economic Research Center, Chinese certified public accountant (CICPA), with independent director certificate. Former investment manager of Strategic Investment Department of Lenovo Holdings Co., Ltd; Vice president of Kunwu Kunwu Jiuding Investment Holdings Co.Ltd(600053) Management Co., Ltd; Audit manager of PricewaterhouseCoopers; Deputy audit manager of KPMG accounting firm. He is currently the founder, managing partner and independent director of Dalian My Gym Education Technology Co.Ltd(002621) (002621) of Jiuyou Capital Management Co., Ltd.
Mr. Li Yang does not hold the company’s shares and has no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the company’s shares; After verification by the company, Mr. Li Yang is not a “dishonest executee”, and there are no following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) Being prohibited from entering the securities market by the CSRC, and the term has not expired; (3) It is publicly recognized by the stock exchange as unfit to serve as a director of a listed company
