the director candidates have not held any directorship in any other public companies the securities of
which are listed on any securities market in Hong Kong or overseas, nor served other positions in other
members of the Group, and do not have any other major appointments or professional qualifications. The
director candidates do not have other relationship with any directors, supervisors, senior management or
substantial shareholders or controlling shareholders of the Company and do not hold any interest in the
shares of the Company or its associated companies within the meaning of Part XV of the Securities and
Futures Ordinance (Chapter 571 of the Laws of Hong Kong). There is or was no information in relation to
the appointment of the director candidates which is required to be disclosed pursuant to the requirements
set out in 13.51(2) (h) to (v) of the Listing Rules of Hong Kong nor are there any matters which need to
be brought to the attention of the shareholders.
If the appointments are approved, the Company will enter into service contracts with each appointed
director. The director's fee is the same as that of the current tenth session of the Board (RMB200,000
per annual for each director)
The aforesaid resolution has been reviewed and approved by the Board on 7 February 2021 and is now
proposed at the EGM for review and approval as an ordinary resolution.
Proposed Election of Additional Independent Non-executive Director
An ordinary resolution is to be proposed at the EGM to consider and approve the election of additional
Independent Non-executive Director, the details are as follows:
Reference is made to the announcement of the Company dated 7 February 2021 in relation to the proposed
election of additional Independent Non-executive Director.
To promote the Internet of Things Strategy of the Company and enrich the diversity of the Board,
according to the relevant provisions of the Company Law of the People's Republic of China and the
Articles of Association of the Company as well as the opinions of the Nomination Committee under the
Board, the Board has agreed that Mr. Li Shipeng ("Mr. Li") is nominated as the independent
non-executive director, whose term of office shall be the same as the tenth session of the Board. His
qualifications as the independent non-executive directors have been filed with the Shanghai Stock
Exchange with no objection.
Mr. Li has extensive experience in several sectors, including Internet of Things technologies and
artificial intelligence. Not only will his joining be able to promote the diversity of Board members, but
also speed up planning and implementation of the Company's strategies of being the Internet of Things
ecology brand.
The nomination of Mr. Li was made by the Company after taking into consideration of the diversity of
Board members in respect of several factors, including cultural and educational background, professional
5. experience, skills and expertise in particular. It is based on the value and contributions that can be
made by the candidate to the Board, evaluated on an objective bases, after taking into full consideration
of the benefits on the diversity of the Board members, and implemented in accordance with the law,
regulations and relevant provisions of securities regulatory authorities. The biographical details of the
aforementioned candidate for the Independent Non-executive Director are set out in Appendix IV in Section
II of this invitation.
As at the latest practicable date, save as disclosed in this invitation, in the past three years, Mr. Li
has not held any directorship in any other public companies the securities of which are listed on any
securities market in Hong Kong or overseas, nor served other positions in other members of the Group, and
does not have any other major appointments or professional qualifications. Mr. Li does not have other
relationship with any directors, supervisors, senior management or substantial shareholders or
controlling shareholders of the Company and do not hold any interest in the shares of the Company or its
associated companies within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571
of the Laws of Hong Kong). There is or was no information in relation to the appointment of Mr. Li which
is required to be disclosed pursuant to the requirements set out in 13.51(2) (h) to (v) of the Listing
Rules of Hong Kong nor are there any matters which need to be brought to the attention of the
shareholders.
If the appointment is approved, the Company will enter into service contracts with Mr. Li. The director's
fee is the same as that of the current tenth session of the Board (RMB200,000 per annual).
The aforesaid resolution has been reviewed and approved by the Board on 7 February 2021 and is now
proposed at the EGM for review and approval as an ordinary resolution.
II. Appendices to Agenda Items Appendix I: Details of the proposed amendments to the Articles of Association
No. Original provisions Amended provisions
Article 200 The Company shall establish a Board Article 200 The Company shall establish a Board
1 of Directors which is accountable to the of Directors which is accountable to the
shareholders' general meeting. shareholders' general meeting.
The Board of Directors shall comprise nine The Board of Directors shall comprise eight to
directors, of whom three shall be independent thirteen directors, of whom three to five shall be
directors. There shall be one Chairman and one or independent directors. There shall be one Chairman
two deputy chairmen. and one or two deputy chairmen.
Article 205 The Board of Directors of the Article 205 The Board of Directors of the
Company shall establish special committees such as Company shall establish special committees such as
strategy committee, audit committee, nomination strategy committee, audit committee, nomination
committee and remuneration and evaluation committee committee, remuneration and evaluation committee,
according to the relevant resolutions of the environmental, social and governance committee etc.
shareholder's general meeting. All members of according to the relevant resolutions of the
special committees shall comprise directors. shareholder's general meeting. All members of
Independent directors shall be the majority in the special committees shall comprise directors.
2 audit committee, nomination committee, remuneration Independent directors shall be the majority in the
and evaluation committee and shall serve as audit committee, nomination committee, remuneration
conveners. The audit committee shall consist and evaluation committee and shall serve as
entirely of non-executive directors, shall have at conveners. The audit committee shall consist
least three members and shall have at least one entirely of non-executive directors, shall have at
independent director who is an accounting least three members and shall have at least one
professional or has the appropriate accounting or independent director who is an accounting
relevant financial management expertise required professional or has the appropriate accounting or
under the Hong Kong Listing Rules. relevant financial management expertise required
under the Hong Kong Listing Rules.
Article 210 In accordance with the domestic and
overseas regulatory requirements, the environmental,
social and governance committee under the Board of
Directors is mainly responsible for the management
of corporate governance, environmental and social
responsibilities of the Company and make relevant
recommendations to the Board of Directors, which
includes:
(I) Guide and review the formulation of the
Company's environmental, social and governance
vision and strategies, and report and make
recommendations to the Board; (MORE TO FOLLOW) Dow Jones Newswires
February 11, 2021 09:06 ET (14:06 GMT)
