Stock code: 688088 Stock abbreviation: Arcsoft Technology Announcement No.: Pro 2024-057
ArcSoft Technology Co., Ltd. about
Completed the general election of the Board of Directors and the Board of Supervisors and the appointment of senior management,
Announcement by the Securities Affairs Representative
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
ArcSoft Technology Co., Ltd. (hereinafter referred to as the Company, ArcSoft Technology) on December 19, 2024
The first extraordinary general meeting of shareholders in 2024 was held, and the directors of the third board of directors of the company were elected
The shareholders of the Board of Supervisors represent the supervisors, and are elected by the Employee Representative Meeting held by the Company on December 3, 2024
A member of the employee representative supervisor will jointly form the third board of directors and the third board of supervisors of the company, and will take office for a term of three years from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2024.
On December 19, 2024, the company held the first meeting of the third board of directors to deliberate and approve the "About
Motions on the election of the chairman of the third board of directors, on the election of members of the special committee of the third board of directors, on the appointment of senior managers, on the appointment of securities affairs representatives, and other proposals, elected the chairman of the third board of directors, members and conveners of the special committees of the board of directors, and appointed senior management personnel and securities affairs representatives; On the same day, the company held the first meeting of the third board of supervisors, deliberated and passed the "Proposal on Electing the Chairman of the Board of Supervisors of the Third Board of Supervisors", and elected the chairman of the third board of supervisors. The relevant information is hereby announced as follows:
1. The composition of the third board of directors and special committees of the company
(1) Election of directors
The company held the first extraordinary general meeting of shareholders in 2024 on December 19, 2024, and passed the cumulative vote
The non-independent directors and independent directors of the third session of the board of directors are elected in a systematic manner, and the details are as follows:
1. Non-independent directors: Mr. Hui Deng, Mr. Xiangxin Bi, Mr. Wang Jin,
Mr. Xu Jian, Mr. Li Gang, Mr. Kong Xiaoming;
2. Independent directors: Mr. Zhu Kai, Mr. Wang Zhan, Mr. Ge Yunsong, of which Mr. Zhu Kai is an accounting professional.
The above directors together constitute the third board of directors of the company, and will take office for a term of three years from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2024.
(2) The election of the chairman of the board
The company held the first meeting of the third board of directors on December 19, 2024, and deliberated and passed the "About
The Board of Directors agreed to elect Mr. Hui Deng as the Chairman of the Third Board of Directors of the Company, and the term of office will be from the date of deliberation and approval of the first meeting of the third board of directors to the date of expiration of the term of the third board of directors.
(3) Election of members and conveners of special committees of the board of directors
The company held the first meeting of the third board of directors on December 19, 2024, and deliberated and passed the "About
Proposal for the election of members of the special committee of the third board of directors, the board of directors elected the members and conveners of the special committees of the third board of directors of the company as follows:
1. Audit Committee of the Board of Directors
The Audit Committee of the Board of Directors consists of three Directors. The chairman of the board of directors nominated Mr. Zhu Kai, Mr. Wang Zhan and Mr. Kong Xiaoming as members of the audit committee of the board of directors, of which Mr. Zhu Kai is the convener.
2. Strategy Committee of the Board of Directors
The Strategy Committee of the Board of Directors consists of four Directors. The chairman of the board of directors nominated Mr. Hui Deng, Mr. Wang Zhan, Mr. Li Gang and Mr. Kong Xiaoming as members of the strategy committee of the board of directors, of which Mr. Hui Deng (Deng Hui) is the convener.
3. Remuneration and Appraisal Committee of the Board of Directors
The Remuneration and Appraisal Committee of the Board of Directors consists of three Directors. The Chairman of the Board nominated Mr. Ge Yunsong, Mr. Wang Zhan and Mr. Hui Deng as members of the Remuneration and Assessment Committee of the Board of Directors, of which Mr. Ge Yunsong was the convener.
4. Nomination Committee of the Board of Directors
The Nomination Committee of the Board consists of three Directors. The chairman of the board of directors nominated Mr. Wang Zhan, Mr. Ge Yunsong and Mr. HuiDeng (Deng Hui) as members of the nomination committee of the board of directors, of which Mr. Wang Zhan is the convener.
Each special committee of the Company is composed of directors of the Company, of which more than half of the independent directors of the Audit Committee, the Remuneration and Assessment Committee and the Nomination Committee serve as the conveners. The members of the Audit Committee are directors who are not senior management of the Company, and the convener, Mr. Zhu Kai, is an accounting professional. The term of office of the members of the above special committees shall be from the date of deliberation and approval of the first meeting of the third session of the board of directors to the date of expiration of the term of office of the third board of directors.
For details of the biographies of the above-mentioned members, please refer to the Announcement on the General Election of the Board of Directors and the Board of Supervisors (Announcement No. 2024-052) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 4, 2024.
2. The composition of the third board of supervisors of the company
(1) Election of supervisors
On December 3, 2024, the company held the third employee congress in 2024 to elect the third
Employee representative supervisor of the board of supervisors; The Company held its first extraordinary shareholders' meeting for 2024 on December 19, 2024
At the General Assembly, the shareholder representative supervisors of the third board of supervisors were elected through the cumulative voting system. The details are as follows:
1. Employee representative supervisor: Mr. Yao Qing;
2. Shareholder representative supervisors: Ms. Liu Xiaoqian, Mr. Liu Weiguang.
The above-mentioned supervisors together constitute the third board of supervisors of the company, which will take office for a term of three years from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2024.
(2) The election of the chairman of the board of supervisors
On December 19, 2024, the company held the first meeting of the third board of supervisors to deliberate and approve the "About
Proposal to elect the chairman of the board of supervisors of the third board of supervisors", the board of supervisors agreed to elect Ms. Liu Xiaoqian as the chairman of the board of supervisors of the third board of supervisors of the company, and the term of office shall be from the date of deliberation and approval of the first meeting of the third board of supervisors to the date of expiration of the term of the third board of supervisors.
For details of the personal resume of Mr. Yao Qing, an employee representative supervisor, please refer to the "Announcement on the Election of Employee Representative Supervisors" (Announcement No. 2024-055) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 4, 2024; The resumes of Ms. Liu Xiaoqian and Mr. Liu Weiguang, the shareholder representative supervisors, are detailed in the company
On December 4, 2024, the "About Directors" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) was published
Announcement on the General Election of the Board of Directors and the Board of Supervisors (Announcement No. 2024-052).
3. The appointment of senior management personnel of the company
The company held the first meeting of the third board of directors on December 19, 2024, and deliberated and passed the "About
The Board of Directors agreed to appoint Mr. Hui Deng as the general manager (president) of the company, Mr. Xiangxin Bi, Mr. Wang Jin and Mr. Xu Jian as the deputy general managers (senior vice presidents) of the company, Ms. Wei Kai as the company's chief financial officer, and Ms. Hao Huimei as the secretary of the board of directors of the company, with a term of office from the date of deliberation and approval of the first meeting of the third board of directors to the date of expiration of the term of the third board of directors.
The appointment of the above-mentioned senior management has been deliberated and approved by the nomination committee of the board of directors of the company
At the same time, the appointment of the chief executive officer has been deliberated and approved by the audit committee of the board of directors of the company. The above-mentioned senior management personnel have the corresponding qualifications for the exercise of their powers, and their qualifications comply with the relevant provisions of relevant laws, administrative regulations, normative documents, etc., and there is no circumstance that they are not allowed to serve as senior managers of the company as stipulated in the Company Law, the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and the Articles of Association. Among them, Ms. Hao Huimei has obtained the qualification certificate of secretary of the board of directors issued by the Shanghai Stock Exchange, and has the necessary professional knowledge, work experience and qualifications to perform the duties of the secretary of the board of directors, has good professional ethics and personal qualities, and is able to meet the requirements of relevant job responsibilities.
Mr. Hui Deng, Mr. Xiangxin Bi, Mr. Wang Jin, Mr. Xu Jian
Please refer to the Company's publication on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 4, 2024
Announcement on the General Election of the Board of Directors and the Board of Supervisors (Announcement No. 2024-052). The resumes of Ms. Wei Kai and Ms. Hao Huimei are attached to this announcement.
Fourth, the appointment of the company's securities affairs representatives
The company held the first meeting of the third board of directors on December 19, 2024, and deliberated and passed the "About
The board of directors of the company agreed to appoint Ms. Liao Juanjuan as the company's securities affairs representative to assist the secretary of the board of directors in carrying out the work, and the term of office will be from the date of deliberation and approval of the first meeting of the third board of directors to the date of expiration of the term of the third board of directors. Ms. Liao Juanjuan has obtained the qualification certificate of secretary of the board of directors of the Science and Technology Innovation Board issued by the Shanghai Stock Exchange, and has the necessary professional knowledge, work experience and qualifications to perform the duties of securities affairs representative, and has good professional ethics and personal qualities, and is able to meet the requirements of relevant job responsibilities. The curriculum vitae of Ms. Liao Juanjuan is attached to this announcement.
5. Contact information of the secretary of the board of directors and the securities affairs representative
Office address: 15th Floor, T2, China Eastern Airlines Binjiang Center, No. 277 Longlan Road, Xuhui District, Shanghai
Contact number: 021-52980418
Fax number: 021-52980248
E-mail: invest@arcsoft.com
6. Resignation of some directors and supervisors
After the completion of the general election of the company, Ms. Wang Hui and Mr. Li Qingyuan, directors of the second board of directors of the company, will no longer serve as independent directors of the company, and Mr. Fan Tianrong and Ms. Yu Yifeng, supervisors of the second board of supervisors, will no longer serve as supervisors of the company. The company would like to express its heartfelt thanks to all the directors of the second board of directors, all the supervisors of the second board of supervisors, and all senior managers for their diligent work and contributions to the development of the company during their tenure.
The announcement is hereby made.
Board of Directors of ArcSoft Technology Co., Ltd
December 20, 2024
Annex:
Ms. Wei Kai: Born in April 1977, Chinese nationality, no right of permanent residence abroad, MBA degree, high
Level Accountant, Senior Management Accountant. He used to work in Hangzhou Yuechen Computer Communication Technology Co., Ltd. and Hangzhou Kemuli Communication System Co., Ltd. He joined Hongrun (Hangzhou) Technology Co., Ltd. in August 2001 and transferred to Arcsoft Technology in July 2017, where he served as the deputy chief financial officer and is currently the chief financial officer of the Company.
Ms. Wei Kai does not directly hold shares of the company, but indirectly holds 107,800 shares of the company through Hangzhou Hongyi Investment Management Partnership (Limited Partnership); There is no relationship with the shareholders, actual controllers, and other directors, supervisors and senior managers of the company holding more than 5% of the company's shares; Ms. Wei Kai is not prohibited from serving as a senior manager of the Company as stipulated in the Company Law and other relevant laws and regulations; There is no situation that has been determined by the China Securities Regulatory Commission to be a person prohibited from entering the market and is still in the prohibition period; There is no circumstance that the stock exchange has publicly determined that it is not suitable to serve as a senior manager of a listed company; Have not been subject to administrative penalties by the China Securities Regulatory Commission in the past 36 months; has not been publicly reprimanded by the stock exchange or criticized by the stock exchange more than three times in the past 36 months; There is no case for investigation by the judicial authorities for suspected crimes or for suspected violations of laws and regulations by the China Securities Regulatory Commission for investigation and no clear conclusion has not been reached; It is not a judgment defaulter. Meet the requirements of relevant laws, regulations and normative documents such as the Company Law.
Ms. Hao Huimei, born in April 1983, Chinese nationality, no right of permanent residence abroad, bachelor's degree
Degree. In September 2003, he joined Arcsoft (Shanghai) Technology Co., Ltd. as Director of Operations. Since January 2018
Since then, he has been responsible for the company's external financing, communication with shareholders and institutional investors, and project management of the company's initial public offering and listing on the Science and Technology Innovation Board. In August 2019, he was appointed as the Secretary of the Board of Directors of the Company. He is currently the Secretary of the Board of Directors and the head of human resources and administrative operations in China.
Ms. Hao Huimei does not directly hold shares of the company, but indirectly holds 789,500 shares of the company through Hangzhou Hongli Investment Management Partnership (Limited Partnership) and Hangzhou Hongyi Investment Management Partnership (Limited Partnership); There is no relationship with the shareholders, actual controllers, and other directors, supervisors and senior managers of the company holding more than 5% of the company's shares; Ms. Hao Huimei does not have the circumstances stipulated in the Company Law and other relevant laws and regulations to prohibit her from serving as a senior manager of the company; There is no situation that has been determined by the China Securities Regulatory Commission to be a person prohibited from entering the market and is still in the prohibition period; There is no circumstance that the stock exchange has publicly determined that it is not suitable to serve as a senior manager of a listed company; Have not been subject to administrative penalties by the China Securities Regulatory Commission in the past 36 months; has not been publicly reprimanded by the stock exchange or criticized by the stock exchange more than three times in the past 36 months; There is no case for investigation by the judicial authorities for suspected crimes or for suspected violations of laws and regulations by the China Securities Regulatory Commission for investigation and no clear conclusion has not been reached; It is not a judgment defaulter. Meet the requirements of relevant laws, regulations and normative documents such as the Company Law.
Ms. Liao Juanjuan, born in November 1986, Chinese nationality, no right of permanent residence abroad, bachelor of law
Degree, Master's Degree in Professional Accounting. He holds the qualification of secretary of the board of directors of the Science and Technology Innovation Board of the Shanghai Stock Exchange, the secretary of the board of directors of the Shenzhen Stock Exchange, and the legal professional qualification certificate, and has passed the fund qualification and securities qualification examinations. He used to work in Foshan Guoxing Optoelectronics Co., Ltd., Great Wall Film and Television Co., Ltd., and Spacetime Electric Vehicle Co., Ltd. He joined the office of the board of directors of the company in June 2019 and is currently the securities affairs representative of the company and a member of the standing committee of the fourth securities generation professional committee of the Zhejiang Association of Listed Companies.
Ms. Liao Juanjuan does not directly or indirectly hold shares in the Company; There is no relationship with the shareholders, actual controllers, directors, supervisors and senior management of the company holding more than 5% of the company's shares; The qualifications are in line with the relevant provisions of the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation; It is not a judgment defaulter.
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