Announcement on the Election of the Board of Directors of Tongcheng Holdings
Tongcheng Holdings Co., Ltd. (hereinafter referred to as "the Company") and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, without any false records, misleading statements, or significant omissions.
The term of the eighth board of directors of Tongcheng Holdings Co., Ltd. is about to expire. In accordance with the Company Law, the Shenzhen Stock Exchange Listing Rules, the Self-Regulatory Guidelines for Listed Companies No. 1 - Standard Operation of Main Board Listed Companies, and relevant provisions of the Company’s Articles of Association, the Company will conduct an election for the new board of directors. The specific situation is announced as follows:
1. Specifics of the Board of Directors Election
The ninth board of directors will consist of 9 directors, including 6 non-independent directors (one of whom is a representative of employees, elected separately by the employee representative assembly) and 3 independent directors. The Company will hold the 17th meeting of the eighth board of directors on May 28, 2026, where it will review and approve the proposals for the election of non-independent and independent directors of the ninth board.
After qualification review by the nomination committee of the eighth board of directors, the following candidates are nominated for non-independent directors: Mr. Zhou Zhaoda, Mr. Guo Huqing, Ms. Li Xi, Ms. Yang Geyi, and Mr. Liu Zhi. The candidates for independent directors are Ms. Wei Ping, Mr. He Xiangyang, and Mr. Zhang Ziguo. These candidates will be submitted for election at the Company’s 2025 annual shareholders' meeting, where cumulative voting will be used for each candidate.
The term of the ninth board of directors will be three years, calculated from the date of approval at the Company’s 2025 annual shareholders' meeting. Detailed resumes of the above candidates are attached.
2. Other Matters
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The independent director candidates are Ms. Wei Ping, Mr. He Xiangyang, and Mr. Zhang Ziguo. Mr. Zhang Ziguo has not yet obtained the independent director qualification certificate but has committed to participate in the latest independent director training and obtain the qualification certificate recognized by the Shenzhen Stock Exchange. Mr. He Xiangyang is a professional accountant. According to the Company Law and the Articles of Association, the qualifications of the above independent director candidates must be reviewed and approved by the Shenzhen Stock Exchange before being submitted to the shareholders' meeting for consideration.
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The number of director candidates complies with the relevant provisions of the Company Law and the Articles of Association. The total number of directors who also serve as senior management and those who are employee representatives does not exceed half of the total number of directors, and the number of independent directors is not less than one-third of the total number of board members. Independent directors serving as independent directors in domestic listed companies do not exceed three.
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To ensure the normal operation of the board of directors, all directors of the eighth board will continue to diligently perform their duties in accordance with laws, administrative regulations, departmental rules, normative documents, and the Articles of Association until the new board is in place. The Company expresses its heartfelt gratitude to all directors of the eighth board for their contributions to the Company’s operational development during their term.
3. Documents for Inspection
- Resolutions of the 17th meeting of the eighth board of directors;
- Resolutions of the first meeting of the nomination committee of the eighth board of directors in 2026.
This announcement is hereby made.
Tongcheng Holdings Co., Ltd. Board of Directors
May 30, 2026