Announcement on the general election of the board of directors of the company
The company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
The original term of office of the Fourth Board of directors of the company expires on May 22, 2021. Since the nomination of director candidates for the new board of directors has not been completed, the general election of the board of directors of the company has been postponed so far. According to the relevant provisions of the company law and the articles of association, the board of directors of the company agrees to nominate Mr. Feng bin, Mr. Guo Hongbin, Mr. Zhang Lei, Ms. Zhang Yiman, Mr. Guo Lei and Mr. Zhao Lei as candidates for non independent directors of the Fifth Board of directors of the company, and agrees to nominate Mr. Zhang Zhishun, Mr. Huang Zhenzhong and Mr. Huang Haijun as candidates for independent directors of the Fifth Board of directors of the company.
According to the articles of association, the cumulative voting system shall be implemented when more than two directors or supervisors are elected by the general meeting of shareholders. The above six candidates for non independent directors and three candidates for independent directors will form the Fifth Board of directors of the company after being elected by the cumulative voting system at the general meeting of shareholders. The term of office of the Fifth Board of directors of the company is three years, calculated from the next day after the date of deliberation and approval by the general meeting of shareholders.
The above candidates for independent directors, Mr. Zhang Zhishun and Mr. Huang Zhenzhong, have obtained the qualification certificate of independent directors in accordance with the guidelines for the training of senior managers of listed companies issued by the CSRC; Mr. Huang Haijun has not obtained the qualification certificate of independent director. He has promised to participate in the latest independent director training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange. The above independent director candidates will be submitted to the general meeting of shareholders for deliberation after being reviewed by the exchange and having no objection.
Among the above-mentioned candidates for directors, the total number of directors concurrently serving as the company’s senior management and employees’ representatives does not exceed half of the total number of directors of the company.
In order to ensure the normal operation of the board of directors, before the new board of directors takes office, the original directors continue to earnestly perform their duties in accordance with laws, administrative regulations, normative documents and the articles of association.
Annex: resume of candidates for the 5th board of directors
It is hereby announced.
Utour Group Co.Ltd(002707) board of directors January 22, 2022
enclosure:
Resume of candidates for the 5th board of directors
1、 Resume of candidates for non independent directors of the 5th board of directors
Resume of Mr. Feng bin
Feng bin, male, Chinese nationality, without permanent residency abroad, was born in July 1964 with a high school education. He is currently the chairman of the company. He once served as department manager of Beijing Fukang Travel Agency (Beichen Tourism), Department Manager of Beijing international business travel company, deputy department manager of CITIC Tourism Corporation and department manager of China business international travel agency. From August 2005 to June 2006, he served as the general manager of Beijing Zhongxin International Travel Agency Co., Ltd., the predecessor of the company. From June 2006 to June 2008, he served as the chairman and general manager of Beijing Zhongxin International Travel Agency Co., Ltd. and from June 2008 to September 2016, he served as the chairman and general manager of the company. He served as the chairman of the company from September 2016 to September 2020, and has served as the chairman and general manager of the company since September 2020. Mr. Feng bin is vice president of China Travel Agency Association, executive director of Beijing Tourism Industry Association and vice president of travel agency branch of Beijing Tourism Industry Association.
Mr. Feng bin holds 165404629 shares of the company, accounting for 18.25% of the total share capital of the company, and is the actual controller of the company. It has no relationship with other shareholders holding more than 5% of the company’s shares, other directors, supervisors and senior managers of the company. Mr. Feng bin is not under the following circumstances: 1. The company law stipulates that he shall not serve as a director, supervisor or senior manager; 2. Being prohibited from serving as directors, supervisors and senior managers of listed companies by the CSRC; 3. Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; 4. Administrative penalty imposed by the CSRC within the last 36 months; 5. Publicly denounced by the stock exchange or criticized in more than three circulars within the last 36 months; 6. Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations. According to the company’s inquiry on the website of the Supreme People’s court, Mr. Feng bin is not a “dishonest executee”. Resume of Mr. Guo Hongbin
Guo Hongbin, male, Chinese nationality, without permanent residency abroad, was born in December 1970 with a bachelor’s degree. He is currently the vice chairman of the company and the chairman of Zhuyuan International Travel Agency Co., Ltd. (hereinafter referred to as “Zhuyuan CITS”), a holding subsidiary of the company. Mr. Guo Hongbin joined Zhuyuan international travel agency, the predecessor of Zhuyuan CITS, in 1996. He served as the executive director of Zhuyuan CITS from November 2008 to June 2018 and the chairman of Zhuyuan CITS since June 2018. Since May 2015, he has served as Director / Vice Chairman of the company.
Mr. Guo Hongbin holds 53292843 shares of the company, accounting for 5.88% of the total share capital of the company. It has no relationship with other shareholders holding more than 5% of the company’s shares, actual controllers of the company, other directors, supervisors and senior managers of the company. Mr. Guo Hongbin is not under the following circumstances: 1. The company law stipulates that he shall not serve as a director, supervisor or senior manager; 2. Being prohibited from serving as directors, supervisors and senior managers of listed companies by the CSRC; 3. Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; 4. Administrative penalty imposed by the CSRC in the last 36 months; 5. In the past 36 months, it has been publicly condemned by the stock exchange or criticized in more than three circulars; 6. Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations. According to the company’s inquiry on the website of the Supreme People’s court, Mr. Guo Hongbin is not a “dishonest executee”. Resume of Mr. Zhang Lei
Zhang Lei, male, Chinese nationality, without permanent residency abroad, was born in July 1982 with a bachelor’s degree. He used to be the sales salesman, sales manager and sales director of exit center of Zhongshang international travel agency, the predecessor of the company, Beijing Zhongxin International Travel Agency Co., Ltd. From June 2008 to June 2014, he served as the chairman of the board of supervisors of the company. From June 2014 to June 2020, he served as the deputy general manager of the company. From November 2016 to now, he has served as the general manager of the wholly-owned subsidiary younaide (Beijing) International Travel Agency Co., Ltd. He has been a director of the company since June 2020. At present, he is also a director of the participating company West Coast holidays Inc.
Mr. Zhang Lei holds 3026205 shares of the company, accounting for 0.33% of the total share capital of the company. Mr. Zhang Lei has no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company. Mr. Zhang Lei is not under the following circumstances: 1. The company law stipulates that he shall not serve as a director, supervisor or senior manager; 2. Being prohibited from serving as directors, supervisors and senior managers of listed companies by the CSRC; 3. Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; 4. Administrative penalty imposed by the CSRC in the last 36 months; 5. In the past 36 months, it has been publicly condemned by the stock exchange or criticized in more than three circulars; 6. Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations. According to the company’s inquiry on the website of the Supreme People’s court, Mr. Zhang Lei is not a “dishonest executee”.
Resume of Ms. Zhang Yiman
Zhang Yiman, female, Chinese nationality, without permanent residency abroad, was born in December 1970 with a bachelor’s degree. From December 2006 to may 2018, he successively served as the personnel administration manager, general manager and Utour Group Co.Ltd(002707) general manager assistant of the exit Department of Zhuyuan International Travel Agency Co., Ltd. From May 2018 to now, he has served as the deputy general manager of the company. He has been a director of the company since June 2020.
Ms. Zhang Yiman holds 1382519 shares of the company, accounting for 0.15% of the total share capital of the company. Ms. Zhang Yiman has no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company. Ms. Zhang Yiman is not under the following circumstances: 1. The company law stipulates that she shall not serve as a director, supervisor or senior manager; 2. Being prohibited from serving as directors, supervisors and senior managers of listed companies by the CSRC; 3. Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; 4. Administrative penalty imposed by the CSRC in the last 36 months; 5. In the past 36 months, it has been publicly condemned by the stock exchange or criticized in more than three circulars; 6. Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations. According to the company’s inquiry on the website of the Supreme People’s court, Ms. Zhang Yiman is not a “dishonest executee”.
Resume of Mr. Guo Lei
Guo Lei, male, Chinese nationality, without permanent residency abroad, was born in July 1982 with a master’s degree. From July 2008 to October 2015, he served as a director of the investment bank headquarters of Huatai United Securities Co., Ltd. From October 2015 to June 2018, he served as the director of Utour Group Co.Ltd(002707) strategic investment department. From June 2018 to now, he has served as deputy general manager of the company and Secretary of the board of directors. He has been a director of the company since June 2020.
Mr. Guo Lei holds 96500 shares of the company, accounting for 0.01% of the total share capital of the company. Mr. Guo Lei has no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company. Mr. Guo Lei is not under the following circumstances: 1. The company law stipulates that he shall not serve as a director, supervisor or senior manager; 2. Being prohibited from serving as directors, supervisors and senior managers of listed companies by the CSRC; 3. Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; 4. Administrative penalty imposed by the CSRC in the last 36 months; 5. In the past 36 months, it has been publicly condemned by the stock exchange or criticized in more than three circulars; 6. Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations. According to the company’s inquiry on the website of the Supreme People’s court, Mr. Guo Lei is not a “dishonest executee”.
Resume of Mr. Zhao Lei
Zhao Lei, male, Chinese nationality, without overseas permanent residency, was born in September 1978 and graduated from Shanghai Tongji University with a bachelor’s degree. Mr. Zhao Lei joined Alibaba Group in 2007 and successively served as the head of food FMCG industry of tmall division and the head of consumer operation of flying pig. He is currently the vice president of flying pig travel and the general manager of vacation Business Department of Alibaba group.
Mr. Zhao Lei currently works in Alibaba group. Alibaba (China) Network Technology Co., Ltd. is a shareholder holding more than 5% of the company. In addition, Mr. Zhao Lei has no relationship with other shareholders holding more than 5% of the company’s shares, controlling shareholders, actual controllers, directors, supervisors and senior managers. Mr. Zhao Lei does not hold the company’s shares and does not have the following circumstances: 1. The company law stipulates that he shall not serve as a director, supervisor or senior manager; 2. Being prohibited from serving as directors, supervisors and senior managers of listed companies by the CSRC; 3. Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; 4. Administrative penalty imposed by the CSRC in the last 36 months; 5. In the past 36 months, it has been publicly condemned by the stock exchange or criticized in more than three circulars; 6. Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations. According to the company’s inquiry on the website of the Supreme People’s court, Mr. Zhao Lei is not a “dishonest executee”.
2、 Resume of independent director candidates of the 5th board of directors
Resume of Mr. Zhang Zhishun
Zhang Zhishun, male, Chinese nationality, without permanent residency abroad, was born in July 1960, with a bachelor’s degree. He is a senior accountant, certified public accountant, certified asset appraiser and certified tax agent. Member of the 13th Chaoyang District Committee of the Chinese people’s Political Consultative Conference. He once served as a teacher of the cadre school of Beijing first commercial bureau, manager, deputy director, deputy chief accountant and director of the Audit Department of AVIC (later renamed Zhongpeng) accounting firm. He joined Air China in September 2003 and successively served as the accounting manager and deputy general manager of Finance Department of Air China, the deputy general manager and chief accountant of Southwest Branch of Air China, the general manager of Air China Group Co., Ltd. and Air China Limited(601111) asset management department in March 2016, and retired in July 2020, He has also served as chairman of the board of supervisors of Shenzhen Airlines Co., Ltd., chairman of the board of supervisors of China International Cargo Airlines Co., Ltd., director and executive director of Macao airlines, director of Sichuan International aero engine maintenance Co., Ltd., director of Chengdu Civil Aviation southwest Kaiya Co., Ltd., director of Civil Aviation Data Communication Co., Ltd., supervisor of Air China Shantou Industrial Development Company Supervisor of Shanghai Pudong International Airport West Public Cargo Terminal Co., Ltd. He has been an independent director of the company since September 2020.
Up to now, Mr. Zhang Zhishun does not hold shares of the company and has no relationship with shareholders holding more than 5% shares of the company, actual controllers of the company, other directors, supervisors and senior managers of the company. Mr. Zhang Zhishun is not under the following circumstances: 1. The company law stipulates that he shall not serve as a director, supervisor or senior manager; 2. Being prohibited from serving as directors, supervisors and senior managers of listed companies by the CSRC; 3. Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; 4. Administrative penalty imposed by the CSRC in the last 36 months; 5. Last 36
