Announcement on Resignation of Directors and Election of Directors
The company and all members of the board of directors ensure that the contents of the information disclosure are true, accurate and complete, with no false records, misleading statements or major omissions.
The board of directors of Hunan Guoke Microelectronics Co., Ltd. (hereinafter referred to as the 'Company') recently received a written resignation from the company's director and deputy general manager Mr. Jiang Li. Mr. Jiang Li resigned from the board of directors and deputy general manager for personal reasons and resigned from the board of directors. The members of the Remuneration and Appraisal Committee and they no longer hold any other positions in the company. Their original appointment period was September 15, 2018. In accordance with the Company Law, the company’s Articles of Association and other relevant laws and regulations, Mr. Jiang Li’s resignation. Effective from April 23, 2018. As of the date of this announcement, Mr. Jiang Li does not directly hold the company's shares. Indirectly held company shares, Mr. Jiang Li promised to leave the company within six months after the transfer does not transfer the indirect shares held and comply with Shenzhen Stock Exchange recently issued the "Shenzhen Stock Exchange Shareholders and Directors of Directors of Listed Companies, Supervisors, Senior Management Personnel Reduction of Shares Implementation Rules" and other relevant laws and regulations concerning the requirements of the retired directors of listed companies to reduce their holdings. Mr. Jiang Li During the company's directors, deputy general managers and members of the board's remuneration and evaluation committee, they performed their duties with due diligence and performed their duties for the company's growth and development. An important contribution to the Board of Directors expressed his heartfelt thanks to the contribution made by Mr. Jiang Li!
In accordance with the relevant provisions of the “Company Law” and the Articles of Association, the company was nominated by Hunan Guoke Holdings Co., Ltd., the controlling shareholder of the company, and the nomination committee of the Board of Directors was reviewed and passed the qualifications, and passed the 16th meeting of the first board of directors held on April 23, 2018. The meeting reviewed and approved the "Proposal for Election of Mr. Zhou Yongjun as Director of the Company", and nominated Mr. Zhou as a candidate for directorship of the first session of the Board of Directors (please refer to the attachment for the resume). The term of office will begin on the date of the election of the general meeting of shareholders to the current session of the Board of Directors. Upon expiry, the bill must be submitted to the company's 2017 annual general meeting of shareholders for review. Mr. Zhou Zhouren is currently the deputy general manager of Guoke Microelectronics, CTO, which meets the relevant qualifications. Independent directors of the company issued independent opinions on this proposal.
Special announcement.
Hunan Guoke Microelectronics Co., Ltd. Board of Directors
April 24, 2018 2 Attachment:
Mr. Zhou’s CV
Zhou Zhuan, male, was born in March 1968, master's degree. He graduated from Tsinghua University majoring in electrical engineering. He graduated from the Chengdu University of Science and Technology, Chinese Academy of Sciences. From August 1994 to June 1995, he worked at Shenzhen Guoxing. Microelectronics Corp., as an engineer; from June 1995 to August 2009, worked at Huawei Technologies Co., Ltd. as Director; from August 2009 to December 2012, worked at Chang Yuntong Optoelectronics Technology Co., Ltd., as Vice President; From January 2013 to February 2014, he worked at Shenzhen Haowei Photovoltaic Lighting Co., Ltd. as Vice President. In March 2014, he joined Guoke Microelectronics, and now he is Deputy General Manager of Guoke Microelectronics, CTO.
Mr. Zhou Zhouyou has the qualifications for employment in accordance with his or her powers. There is no "Company Law," "Shenzhen Stock Exchange Listing Rules for the Growth Enterprise Market," and "Articles of Association" and other conditions that are not allowed to serve as directors of listed companies. There is no related relationship with the company's controlling shareholder and actual controller, it does not directly hold the shares of the listed company, has not been punished by the China Securities Regulatory Commission and other relevant departments, and is punished by the stock exchange. Mr. Zhou Soldier currently holds the company's shareholders Changsha Core Way Investment. Management Co., Ltd. 7.14% stake (as of the announcement date, Changsha Core Way Investment Management Co., Ltd. holds 13,466,025 shares of the company, accounting for 12.05% of the company's total share capital), not the defaultee.