Securities Code: 002328 Securities Abbreviation: Xinpeng Shares Announcement Number: 2026-025
Shanghai Xinpeng Industrial Co., Ltd.
Announcement on the Election of the Board of Directors
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
Shanghai Xinpeng Industrial Co., Ltd. (hereinafter referred to as the Company), whose 6th Board of Directors has reached the end of its term, in accordance with the "Company Law," the "Shenzhen Stock Exchange Stock Listing Rules," the "Shenzhen Stock Exchange Listed Company Self-Regulatory Management Guidelines No. 1 - Norms for the Operation of Main Board Listed Companies," and other relevant laws and regulations and the "Articles of Association," plans to elect the 7th Board of Directors. The relevant matters are hereby announced as follows:
I. Election of the Board of Directors
On July 1, 2026, the 19th meeting of the 6th Board of Directors of the Company deliberated and approved the "Proposal on Nominating Candidates for Non-Independent Directors of the 7th Board of Directors" and the "Proposal on Nominating Candidates for Independent Directors of the 7th Board of Directors." The 7th Board of Directors of the Company will consist of 9 directors, including 6 non-independent directors and 3 independent directors. The Nomination Committee of the 6th Board of Directors and the 6th Board of Directors have nominated Mr. Song Lin, Mr. Shen Xiaoging, Mr. Xu Jikun, Mr. Li Wenjun, Mr. Zhou Yang, and Ms. Wei Lina as candidates for non-independent directors of the 7th Board of Directors; and Mr. Zhu Demei, Ms. Zhao Jing, and Mr. Song Zilong as candidates for independent directors of the 7th Board of Directors. Among them, Mr. Song Zilong, a candidate for independent director, is a professional accountant. The resumes of the above individuals are detailed in Appendix I.
II. Other Explanations
The Nomination Committee of the Company's Board of Directors has reviewed the qualifications of the above director candidates and believes that all candidates are qualified to serve as directors of a listed company and meet the qualification requirements stipulated in the "Company Law," the "Administrative Measures for Independent Directors of Listed Companies," the "Shenzhen Stock Exchange Listed Company Self-Regulatory Management Guidelines No. 1 - Norms for the Operation of Main Board Listed Companies," and other relevant laws and regulations and the "Articles of Association." Among them, the independent director candidates possess the professional ability, work experience, and independence required to perform the duties of an independent director, have not served continuously for more than 6 years in the Company, and do not concurrently serve as independent directors in more than 3 domestic listed companies.
The number of directors among the candidates for the 7th Board of Directors who concurrently serve as senior management personnel of the Company does not exceed one-half of the total number of directors of the Company, and the number of independent director candidates is not less than one-third of the total number of directors of the Company. Mr. Zhu Demei, Ms. Zhao Jing, and Mr. Song Zilong have not yet obtained independent director qualification certificates. They have pledged to participate in the nearest independent director training and obtain independent director qualification certificates.
The qualifications and independence of the independent director candidates are subject to the review and approval of the Shenzhen Stock Exchange, and will be submitted to the shareholders' meeting for deliberation if there are no objections.
In accordance with the relevant provisions of the "Company Law" and the "Articles of Association," the proposal to nominate candidates for the 7th Board of Directors will be submitted to the Company's 2026 First Extraordinary General Meeting for deliberation and will be voted on using the cumulative voting system. The directors elected by the 2026 First Extraordinary General Meeting of the Company will form the 7th Board of Directors, and their term of office will be three years from the date of approval of the 2026 First Extraordinary General Meeting.
To ensure the normal operation of the Company's Board of Directors, before the new Board of Directors takes office, the original directors will continue to perform