Maccura Biotechnology Co.Ltd(300463)
Announcement on the completion of the general election of the board of directors and the board of supervisors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Maccura Biotechnology Co.Ltd(300463) (hereinafter referred to as "the company") held the first extraordinary general meeting of shareholders in 2022 on January 17, 2022, The proposal on the general election of the company's board of directors and the nomination of candidates for non independent directors of the Fifth Board of directors, the proposal on the general election of the company's board of directors and the nomination of candidates for independent directors of the Fifth Board of directors, and the proposal on the general election of the company's board of supervisors and the nomination of candidates for non employee representative supervisors of the Fifth Board of supervisors were reviewed and approved, Non independent directors and independent directors of the 5th board of directors and non employee representative supervisors of the 5th board of supervisors were elected. Among them, 6 non independent directors and 3 independent directors jointly formed the Fifth Board of directors of the company; Two non employee representative supervisors and the employee representative supervisors elected by the employee congress held by the company on December 29, 2021 form the Fifth Board of supervisors. On January 17, 2022, the company held the first meeting of the Fifth Board of directors and the first meeting of the Fifth Board of supervisors, which respectively deliberated and adopted the proposal on electing the chairman of the Fifth Board of directors, the proposal on electing the members of the special committee of the Fifth Board of directors, the proposal on electing the chairman of the Fifth Board of supervisors, the board of directors The general election of the board of supervisors has been completed, and the relevant information is hereby announced as follows: I. composition of the Fifth Board of directors and the board of supervisors
(I) members of the 5th board of directors
1. On January 17, 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 Fifth Board of directors and the proposal on general election of the board of directors and nomination of candidates for independent directors of the Fifth Board of directors. The members of the Fifth Board of directors are as follows:
Non independent directors: Mr. Tang Yong, Mr. Wang Dengming, Mr. Liu Qilin, Mr. Wu Mingjian, Mr. Xu Shengguo, Mr. Li Bo independent directors: Mr. Fu daiguo, Mr. Liang Kaicheng, Mr. Liao Zhenzhong
The Fifth 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.
All the above personnel meet the qualifications for serving as directors of listed companies and are competent for the responsibilities of the positions they are employed, and the qualifications and independence of the three independent directors have been filed and reviewed by Shenzhen Stock Exchange before the first extraordinary general meeting of shareholders in 2022, There are no situations in which the company law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 - Guidelines for standardized operation of GEM listed companies, rules for independent directors of listed companies and the articles of association prohibit him from taking office, There is no case that the Securities Regulatory Commission of the people's Republic of China has determined that it is prohibited from entering the market and is in the period of prohibition, nor is it a dishonest executee. The total number of directors who concurrently serve as senior managers of the company in the board of directors does not exceed one-half of the total number of directors of the company, and the number of independent directors accounts for one-third of the total number of directors of the company, which meets the requirements of relevant laws and regulations.
2. On January 17, 2022, the company held the first meeting of the Fifth Board of directors, deliberated and approved the proposal on electing the chairman of the Fifth Board of directors, and agreed to elect Mr. Tang Yong as the chairman of the Fifth 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 Fifth Board of directors.
(II) members of the special committee of the 5th board of directors
On January 17, 2022, the company held the first meeting of the Fifth Board of directors, deliberated and adopted the proposal on electing members of the special committee of the Fifth Board of directors. The members of the special committee of the Fifth Board of directors are as follows:
Members of the strategy committee: Mr. Tang Yong, director, Mr. Wang Dengming, director, Mr. Wu Mingjian, director, Mr. Xu Shengguo, and independent director, Mr. Liao Zhenzhong, of which Mr. Tang Yong is the chairman.
Members of the remuneration and assessment committee: independent director Mr. Liao Zhenzhong, independent director Mr. Fu daiguo, independent director Mr. Liang Kaicheng, director Mr. Tang Yong and director Mr. Liu Qilin, of which Mr. Liao Zhenzhong is the chairman.
Members of the nomination committee: independent director Mr. Liang Kaicheng, independent director Mr. Fu daiguo, independent director Mr. Liao Zhenzhong, director Mr. Tang Yong and director Mr. Wang Dengming, of which Mr. Liang Kaicheng is the chairman.
Members of the Audit Committee: independent director Mr. Fu daiguo, independent director Mr. Liao Zhenzhong, independent director Mr. Liang Kaicheng, director Mr. Wang Dengming and director Mr. Liu Qilin, of which Mr. Fu daiguo 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 Fifth Board of directors.
(III) composition of the 5th board of supervisors
1. On January 17, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and adopted the proposal on the general election of the board of supervisors and the nomination of candidates for non employee representative supervisors of the Fifth Board of supervisors. On January 29, 2021, the company held the first employee representative meeting in 2021 to elect the employee representative supervisors of the Fifth Board of supervisors. The members of the 5th board of directors are as follows:
Employee Representative Supervisor: Mr. Wang Lin
Non employee representative supervisors: Ms. Zou yuan, Ms. Deng Hong
The Fifth 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 above-mentioned personnel meet the qualifications of supervisors of listed companies as stipulated by laws and regulations, and there is no situation that they are not allowed to serve as supervisors of the company as stipulated in the company law and the articles of association, and there is no situation that they have not been lifted as market prohibited persons determined by the CSRC, and have not been subject to any punishment and punishment by the CSRC and the stock exchange, Not a dishonest person. The number of supervisors who have served as directors or senior managers of the company in the past two years does not exceed one-half of the total number of supervisors of the company, and the number of employee representative supervisors accounts for no less than one-third of the total number of supervisors.
2. On January 17, 2022, the company held the first meeting of the Fifth Board of supervisors, deliberated and approved the proposal on the election of the chairman of the Fifth Board of supervisors, and agreed to elect Ms. Zou yuan as the chairman of the Fifth Board of supervisors for a term of three years, from the date of deliberation and approval by the board of supervisors to the date of expiration of the term of office of the Fifth Board of supervisors. 2、 Resignation of some directors of the company upon expiration
Due to the expiration of the term of office, Mr. Guo Lei, the non independent director of the Fourth Board of directors of the company, Ms. Li Wanyi and Mr. Peng Gang, the independent directors of the company, no longer hold relevant positions in the board of directors and the special committees of the board of directors, and no longer hold other positions in the company. As of the date of this announcement, Mr. Guo Lei holds 35774906 shares of the company, accounting for 6.43% of the total share capital of the company. There are no commitments that should be fulfilled but not fulfilled. Mr. Guo Lei is aware of the relevant provisions on the continued locking of shares after the departure of directors, supervisors and senior executives of GEM listed companies, and has entrusted the company to report the departure information to Shenzhen Stock Exchange, After leaving office, he will strictly comply with the relevant laws and regulations, such as the Listing Rules of gem shares of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - Guidelines for the standardized operation of companies listed on GEM, and the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange Regulations and relevant commitments to manage the shares held by the company.
Ms. Li Wanyi and Mr. Peng gang did not directly or indirectly hold the company's shares during their tenure as independent directors of the company, and there were no commitments that should be fulfilled but not fulfilled.
The board of directors of the company sincerely thanks Mr. Guo Lei, Ms. Li Wanyi and Mr. Peng gang for their contributions to the company and the board of directors during their tenure!
It is hereby announced.
Appendix: resumes of directors and supervisors
Maccura Biotechnology Co.Ltd(300463) attachment of the board of directors on January 18, 2002: resumes of directors and supervisors 1. Non independent directors:
Mr. Tang Yong, born in July 1963, Chinese nationality, without permanent residency abroad, has a college degree. He has been devoted to the product, market and technology development of in vitro diagnosis industry, and once worked in Sichuan Institute of traditional Chinese medicine; After the establishment of Mike Technology (the predecessor of " Maccura Biotechnology Co.Ltd(300463) " in 1994), he once served as the chairman and general manager of Mike technology. Now he is the chairman of the company and vice chairman of the medical laboratory industry branch of the National Health Industry Enterprise Management Association.
As of the date of this announcement, Mr. Tang Yong holds 68062301 shares of the company and is one of the main shareholders and actual controllers of the company. In addition, he has no relationship with other shareholders holding more than 5% shares of the company, as well as other directors, supervisors and senior managers of the company. There are no circumstances specified in Article 146 of the company law, and there are no circumstances specified in article 3.2.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - Guidelines for standardized operation of companies listed on GEM; There is no punishment by the CSRC and other relevant departments or the stock exchange; Not a dishonest person. Mr. Wang Dengming, born in February 1964, Chinese nationality, without permanent residency abroad, has a master's degree. Since graduation, he has focused on this industry and once worked in Sichuan Provincial People's Hospital; Since 1994, he has worked in Mike technology company, once served as Maccura Biotechnology Co.Ltd(300463) business director, and now serves as a director of the company.
As of the date of this announcement, Mr. Wang Dengming holds 45534495 shares of the company and is one of the main shareholders and actual controllers of the company. In addition, he has no relationship with other shareholders holding more than 5% shares of the company, as well as other directors, supervisors and senior managers of the company. There are no circumstances specified in Article 146 of the company law, and there are no circumstances specified in article 3.2.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - Guidelines for standardized operation of companies listed on GEM; There is no punishment by the CSRC and other relevant departments or the stock exchange; Not a dishonest person. Mr. Liu Qilin, born in May 1966, Chinese nationality, without permanent residency abroad, has a college degree. Once worked in Sichuan health cadre management college; Since 1994, he has worked in Mike technology company, once served as Maccura Biotechnology Co.Ltd(300463) chief financial officer, and now serves as a director of the company.
As of the date of this announcement, Mr. Liu Qilin holds 33127360 shares of the company and is one of the main shareholders and actual controllers of the company. In addition, he has no relationship with other shareholders holding more than 5% shares of the company, as well as other directors, supervisors and senior managers of the company. There are no circumstances specified in Article 146 of the company law, and there are no circumstances specified in article 3.2.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - Guidelines for standardized operation of companies listed on GEM; There is no punishment by the CSRC and other relevant departments or the stock exchange; Not a dishonest person. Mr. Wu Mingjian, born in December 1975, Chinese nationality, without overseas permanent residency, master's degree, senior accountant. He once worked in Sichuan Guoli Network Technology Co., Ltd. and Chengdu classic Information Technology Co., Ltd. of Guangdong Guoli group. He has worked in Mike technology company since 2002. He once served as the company's financial manager, commercial director and strategic investment director. He is now the company's director and general manager. As of the date of this announcement, Mr. Wu Mingjian holds 1104642 shares of the company. In addition, he is not related to other shareholders holding more than 5% of the shares of the company, and other directors, supervisors and senior managers of the company; There are no circumstances specified in Article 146 of the company law, and there are no circumstances specified in article 3.2.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - Guidelines for standardized operation of companies listed on GEM; There is no punishment by the CSRC and other relevant departments or the stock exchange; Not a dishonest person.
Mr. Xu Shengguo, born in November 1978, Chinese nationality, without permanent residency abroad, holds a master's degree. He has worked in Mike technology since 2001 and is now the director and director of market operation of the company.
As of the date of this announcement, Mr. Xu Shengguo holds 162919 shares of the company. In addition, he is not related to other shareholders holding more than 5% of the shares of the company, and other directors, supervisors and senior managers of the company; There are no circumstances specified in Article 146 of the company law, and there are no circumstances specified in article 3.2.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - Guidelines for standardized operation of companies listed on GEM; There is no punishment by the CSRC and other relevant departments or the stock exchange; Not a dishonest person.
Mr. Li Bo, born in January 1977, Chinese nationality, without permanent residency abroad, has a master's degree. He graduated from the medical laboratory specialty of Chengdu Medical College in 2001 and obtained the master of Business Administration (EMBA) degree of senior managers of Southwest University of Finance and economics in 2016. He has worked in the company since 2001 and is now the business director of the company.
As of the date of this announcement, Mr. Li Bo does not hold shares of the company and has no relationship with the controlling shareholder, actual controller, other shareholders holding more than 5% shares of the company, and other directors, supervisors and senior managers of the company; There are no circumstances specified in Article 146 of the company law, and there are no circumstances specified in article 3.2.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - Guidelines for standardized operation of companies listed on GEM; There is no punishment by the CSRC and other relevant departments or the stock exchange; Not a dishonest person. 2. Independent directors:
Mr. Fu daiguo, born in 1964, Chinese nationality, without permanent residency abroad, has a doctorate degree. He once served as an independent director of Sichuan Crun Co.Ltd(002272) Co., Ltd., Lier Chemical Co.Ltd(002258) independent director and independent director of North Junzheng integrated circuit Co., Ltd. he is now the president, Professor of accounting and doctoral supervisor of Western Business School of Southwest University of Finance and economics
