Securities code: 300742 securities abbreviation: Nanjng Yueboo Power System Co.Ltd(300742) Announcement No.: 2022-005 Nanjng Yueboo Power System Co.Ltd(300742)
Announcement on resignation of directors, independent directors and senior executives and by election of independent directors
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, independent directors and senior executives
Nanjng Yueboo Power System Co.Ltd(300742) (hereinafter referred to as “the company”) recently received a written resignation application submitted by Mr. Zhu Xuangong, the director and deputy general manager of the company, Mr. Liu Heng, the independent director Mr. Feng Zengming and the deputy general manager Mr. Xi Huijun.
Mr. Zhu Xuangong applied for resignation as a director of the third board of directors of the company for personal reasons. The original term of office was from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2021 held on June 22, 2021 to the expiration of the third board of directors of the company. After his resignation, Mr. Zhu Xuangong will no longer hold any position in the company.
Mr. Liu Heng, director and deputy general manager, applied to resign as deputy general manager of the company for personal reasons. His original term of office as deputy general manager was from the date of deliberation and approval at the first meeting of the third board of directors held on June 23, 2021 to the date of expiration of the third board of directors. After resigning as deputy general manager, Mr. Liu Heng will continue to serve as a director and other positions of the third board of directors of the company.
Mr. Xi Huijun applied for resignation from the post of deputy general manager of the company for personal reasons. The original term of office was from the date of deliberation and approval at the first meeting of the third board of directors held on June 23, 2021 to the date of expiration of the third board of directors. After his resignation, Mr. Xi Huijun will continue to hold other positions in the company’s subsidiaries.
Mr. Feng Zengming, an independent director, applied to resign as an independent director of the third board of directors of the company due to work reasons. His original term of office of independent director was from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2021 held on June 22, 2021 to the date of expiration of the third board of directors of the company. After his resignation, Mr. Feng Zengming will no longer hold any position in the company.
As of the disclosure date of this announcement, Mr. Zhu Xuangong, Mr. Liu Heng, Mr. Xi Huijun and Mr. Feng Zengming did not hold shares of the company, and there were no commitments that should be fulfilled but not fulfilled. According to the relevant provisions of the company law and the articles of association of Shenzhen Stock Exchange No. 2 self regulatory guidelines for listed companies – standardized operation of companies listed on the gem, Mr. Zhu Xuangong’s resignation did not cause the members of the board of directors to be lower than the minimum quorum and would not affect the normal operation of the board of directors. His resignation report will take effect from the date of delivery to the board of directors. As the resignation of Mr. Feng Zengming, an independent director, will result in the number of independent directors of the company being less than one-third of the members of the board of directors, his resignation report will not take effect until the new independent director is elected at the second extraordinary general meeting of the company in 2022. Before that, Mr. Feng Zengming will continue to perform the duties of independent director in accordance with laws and regulations and the relevant provisions of the articles of association.
Mr. Zhu Xuangong, Mr. Liu Heng, Mr. Xi Huijun and Mr. Feng Zengming performed their duties with due diligence and played a positive role in the standardized operation and healthy development of the company. The board of directors of the company expressed heartfelt thanks to Mr. Zhu Xuangong, Mr. Liu Heng, Mr. Xi Huijun and Mr. Feng Zengming for their contributions during their tenure.
2、 About by election of independent directors
In order to ensure the normal operation of the board of directors of the company, in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the articles of association, the board of directors of the company agrees to nominate Mr. Wang Xianhui as an independent director of the third board of directors of the company (see the annex for Mr. Wang Xianhui’s resume). The term of office starts from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022 to the expiration of the term of office of the third board of directors. As of the date of this announcement, Mr. Wang Xianhui has not obtained the qualification certificate of independent director, but 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. The qualification and independence of his independent director candidate shall be reviewed by Shenzhen Stock exchange before the general meeting of shareholders can vote.
After the by election of Mr. Wang Xianhui as an independent director of the company, the total number of directors concurrently serving as senior managers in the board of directors of the company does not exceed one-half of the total number of directors of the company.
The company has held the 7th Meeting of the 3rd board of directors on January 26, 2022, deliberated and adopted the proposal on by election of independent directors of the 3rd board of directors of the company, and the independent directors have expressed their independent opinions on the by election of Mr. Wang Xianhui as an independent director of the 3rd board of directors of the company. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Relevant announcements disclosed on.
It is hereby announced.
Nanjng Yueboo Power System Co.Ltd(300742) board of directors
January 27, 2022
Resume of independent director candidates:
Mr. Wang Xianhui: born in December 1968, Chinese nationality, without overseas permanent residency, doctor, senior member of China Society of automotive engineering, director of special vehicle Committee of Jiangsu society of automotive engineering. He is now a professor and doctoral supervisor of Nanjing University of technology and the head of six talent innovation teams in Jiangsu Province (intelligent brake by wire system for commercial vehicles). He is mainly engaged in the research and development of vehicle equipment safety and intelligence. At present, he is the external director of Asia Pacific Tianneng (Stock Code: 833559); Chairman of Nanjing ASF Automotive Technology Co., Ltd., Nanjing Bozhi Technology Co., Ltd. and Suzhou bozhidun Protection Technology Co., Ltd.
Mr. Wang Xianhui does not hold the company’s shares and has no relationship with the company, its controlling shareholder, actual controller, other shareholders holding more than 5% of the company’s shares, other directors, supervisors and senior managers. Mr. Wang Xianhui has not been punished by the China Securities Regulatory Commission and other relevant departments and the stock exchange. He is not allowed to serve as a director of the company as stipulated in the company law and the articles of association. He is not subject to the circumstances specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, Not a dishonest person.
