Securities code: 002765 securities abbreviation: Landai Technology Group Corp.Ltd(002765) Announcement No.: 2022-005
Landai Technology Group Corp.Ltd(002765)
Resignation, addition and appointment of directors and senior managers
Announcement of senior management
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.
1、 Resignation of directors and senior managers
The board of directors of Landai Technology Group Corp.Ltd(002765) (hereinafter referred to as “the company”) recently received a written resignation report submitted by Mr. Li Tingyu and Mr. Ding Jiahai. Mr. Li Tingyu applied for resignation as a director of the Fourth Board of directors of the company due to work arrangement, and he will no longer hold any position of the company after his resignation. Mr. Ding Jiahai applied for resignation as a director, deputy general manager and chief financial officer of the Fourth Board of directors of the company for personal reasons. After his resignation, he will no longer hold any position in the company and its subsidiaries.
In accordance with the company law of the people’s Republic of China, the articles of association and other relevant provisions, the resignation of Mr. Li Tingyu and Mr. Ding Jiahai will not cause the number of members of the board of directors of the company to be lower than the legal minimum, and their resignation will not affect the normal operation of the board of directors of the company. The resignation reports of Mr. Li Tingyu and Mr. Ding Jiahai will take effect from the date they are delivered to the board of directors of the company.
As of the disclosure date of this announcement, Mr. Li Tingyu did not hold shares of the company; Mr. Ding Jiahai holds 314100 shares of the company. Mr. Ding Jiahai promises that after his resignation, his shares of the company will be managed in strict accordance with the relevant provisions of laws and regulations.
The board of directors of the company expressed heartfelt thanks to Mr. Li Tingyu for his contributions to the standardized operation and healthy development of the company during his tenure as a director. During his tenure as a director, deputy general manager and chief financial officer of the company, Mr. Ding Jiahai was diligent and committed to improving the company’s financial control ability, preventing financial risks and safeguarding the company’s and shareholders’ rights and interests. The company and the board of directors expressed heartfelt thanks to Mr. Ding Jiahai for his work and contributions to the company during his tenure.
The company disclosed the announcement on resignation of directors (Announcement No.: 2021-113) on November 17, 2021. Ms. Zhang Ying applied for resignation as a director of the Fourth Board of directors due to work arrangement, and she will no longer hold any position in the company after her resignation.
2、 Addition of non independent directors
In order to ensure the normal operation of the board of directors of the company, in accordance with the company law of the people’s Republic of China, the articles of association and other relevant provisions, the company held the 20th meeting of the Fourth Board of directors on January 18, 2022, deliberated and adopted the proposal on adding non independent directors to the Fourth Board of directors of the company, and the board of directors agreed to nominate Mr. Niu Xuexi, Mr. Wang Xin Mr. Liao Wenjun is a non independent director candidate of the Fourth Board of directors of the company (see the annex for the resume of non independent director candidates).
The nomination, remuneration and assessment committee of the board of Directors examined the qualifications of the above-mentioned director candidates and considered that the qualifications and conditions of the above-mentioned three director candidates met the requirements of relevant laws, regulations, normative documents and the articles of association on the qualifications and conditions of directors of listed companies. The independent directors of the company have expressed their independent opinions on the addition of non independent directors.
The term of office of the newly added non independent directors starts from the date of deliberation and approval at the first extraordinary general meeting of shareholders in 2022 to the date of expiration of the term of office of the Fourth Board of directors of the company. After the above matters of adding non independent directors are completed, there are no employee representatives among the members of the board of directors of the company, and the total number of directors who concurrently serve as senior managers of the company among the members of the Fourth Board of directors of the company does not exceed half of the total number of directors of the company, which is in line with relevant laws, regulations and the articles of association.
This proposal must be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. The general meeting of shareholders of the company will adopt the cumulative voting method to vote on the candidates of non independent directors of the company one by one.
3、 Appointment of senior managers
The company held the 20th meeting of the 4th board of directors on January 18, 2022, which deliberated and passed the proposal on the appointment of senior managers of the company. According to the nomination of the general manager of the company, the board of directors agreed to appoint Mr. Niu Xuexi as the deputy general manager and chief financial officer of the company (see the attachment for resume), The term of office starts from the date of deliberation and approval at the meeting of the board of directors to the date of expiration of the term of office of the Fourth Board of directors of the company.
The independent directors of the company have expressed their independent opinions on the appointment of senior managers.
4、 Documents for future reference:
1. Resolutions of the 20th meeting of the 4th board of directors of the company;
2. Independent opinions of the company’s independent directors on relevant matters considered at the 20th meeting of the Fourth Board of directors; 3. Other documents required by Shenzhen Stock Exchange.
Attachment: resume of relevant personnel
It is hereby announced.
Landai Technology Group Corp.Ltd(002765) board of directors January 18, 2022
Attachment: resume of relevant personnel
1. Niu Xuexi, male, Chinese nationality, without overseas permanent residence right, was born in October 1980, with master’s degree, senior accountant, certified public accountant, asset appraiser, tax agent, land appraiser and real estate appraiser. He has successively served as the project assistant and project manager of Chongqing Kanghua accounting firm and Chongqing Huakang asset appraisal Land Real Estate Appraisal Co., Ltd., the financial manager of Chongqing Research Institute of China Coal Science and industry group, the Deputy financial director of Evergreen International pension Industry Co., Ltd., and the financial director of Chongqing Tianjian habitual Technology Co., Ltd. and Chongqing longrun automobile steering gear Co., Ltd; At present, he is the person in charge of the company’s financial center and concurrently serves as the director and chief financial officer of the company’s subsidiary Shenzhen taiguan Technology Co., Ltd. and the chief financial officer of the company’s subsidiary Huizhou Jianrou Technology Co., Ltd.
As of the disclosure date, Mr. Niu Xuexi held 200000 shares of the company, accounting for 0.0343% of the total share capital of the company; It has no relationship with shareholders holding more than 5% of the company, actual controllers and other directors, supervisors and senior managers of the company; Mr. Niu Xuexi is not under any of the circumstances specified in Article 146 of the company law; There are no circumstances in which the CSRC has taken measures to prohibit entry into the securities market and the stock exchange has publicly determined that it is not suitable to serve as directors, supervisors and senior managers of listed companies; In the past three years, it has not been subject to administrative punishment by the CSRC, public condemnation by the stock exchange or criticism in more than three circulars; No case has been filed for investigation by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations. According to the query on the directory of dishonest Executees on the website of the Supreme People’s court, Mr. Niu Xuexi does not belong to the “dishonest Executees”.
2. Wang Xin, male, Chinese nationality, without permanent residency abroad, was born in November 1985, with a bachelor’s degree and a senior engineer. He has successively served as engineer and senior manager of Shanghai automobile transmission Co., Ltd., deputy general manager of Liuzhou SAIC automobile transmission Co., Ltd., general manager of Chongqing Landai transmission Co., Ltd. and Chongqing beichi Landai automobile transmission Co., Ltd. (now renamed Chongqing Landai Electronic Technology Co., Ltd.), and head of sales center of power transmission division of the company; He is now the deputy general manager of the power transmission division of the company.
As of the disclosure date, Mr. Wang Xin held 100000 shares of the company, accounting for 0.0172% of the total share capital of the company; It has no relationship with shareholders holding more than 5% of the company, actual controllers and other directors, supervisors and senior managers of the company; Mr. Wang Xin is not under any of the circumstances specified in Article 146 of the company law; There are no circumstances in which the CSRC has taken measures to prohibit entry into the securities market and the stock exchange has publicly determined that it is not suitable to serve as directors, supervisors and senior managers of listed companies; In the past three years, it has not been subject to administrative punishment by the CSRC, public condemnation by the stock exchange or criticism in more than three circulars; No case has been filed for investigation by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations. According to the inquiry on the directory of dishonest Executees on the website of the Supreme People’s court, Mr. Wang Xin does not belong to the “dishonest Executees”.
3. Liao Wenjun, male, Chinese nationality, without permanent residency abroad, was born in December 1979 with a bachelor’s degree. He has successively served as the factory director of Shenzhen Tokyo Yishang optical factory, the person in charge of line and ground RD department of TPK group, the general manager of Xinxiang Tianguang Technology Co., Ltd. and Xiamen Hongjing Optical Technology Co., Ltd. he is now the deputy general manager of Shenzhen taiguan Technology Co., Ltd., the subsidiary of the company, Huizhou Jianrou Technology Co., Ltd. and the person in charge of CG business department.
As of the disclosure date, Mr. Liao Wenjun held 200000 shares of the company, accounting for 0.5% of the total share capital of the company 0343%； It has no relationship with shareholders holding more than 5% of the company, actual controllers and other directors, supervisors and senior managers of the company; Mr. Liao Wenjun is not under any of the circumstances specified in Article 146 of the company law; There are no circumstances in which the CSRC has taken measures to prohibit entry into the securities market and the stock exchange has publicly determined that it is not suitable to serve as directors, supervisors and senior managers of listed companies; In the past three years, it has not been subject to administrative punishment by the CSRC, public condemnation by the stock exchange or criticism in more than three circulars; No case has been filed for investigation by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations. According to the query on the directory of dishonest Executees on the website of the Supreme People’s court, Mr. Liao Wenjun is not a “dishonest executee”.
