Stock Code: 003041 Stock Abbreviation: Zhenai Meijia Announcement Number: 2026-034
Zhejiang Zhenai Meijia 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.
The fourth Board of Directors of Zhejiang Zhenai Meijia Co., Ltd. (hereinafter referred to as the "Company") will expire on July 19, 2026. Given that the Company's control has been transferred and the controlling shareholder and actual controller have changed, to ensure the stability of the Company's governance structure and a smooth transition of control, the Board of Directors has decided to hold a new election. In accordance with the "Company Law of the People's Republic of China," the "Shenzhen Stock Exchange Stock Listing Rules," the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 1 - Standardized Operation of Main Board Listed Companies," and other relevant laws and regulations and the "Articles of Association," the specific details are as follows:
The Company's fourth Board of Directors, at its nineteenth meeting held on June 22, 2026, reviewed and approved the "Proposal on Nominating Candidates for Non-Independent Directors of the Fifth Board of Directors," the "Proposal on Nominating Candidates for Independent Directors of the Fifth Board of Directors," and the "Proposal on Amending Certain Clauses of the Articles of Association." According to the proposed amendments to the "Articles of Association," the fifth Board of Directors will consist of 9 directors, including 5 non-independent directors, 1 employee director, and 3 independent directors. The employee director will be elected by the Company's employees through a democratic election at the employee general meeting. After review by the Company's Nomination Committee, the following candidates have been nominated for non-independent directors of the fifth Board of Directors: Mr. Chen Kaipan, Mr. Guo Dequan, Ms. Weng Shuzhen, Mr. Wang Mu, and Mr. Zheng Yang (resumes are attached). The following candidates have been nominated for independent directors of the fifth Board of Directors: Ms. Wang Ruomei, Mr. Luo Danglun (Accounting Professional), and Mr. Cai Changsheng (resumes are attached). The term of office will be three years from the date of approval by the shareholders' meeting. Ms. Wang Ruomei and Mr. Cai Changsheng have not yet obtained the independent director training certificate recognized by the Shenzhen Stock Exchange and have pledged to complete the pre-appointment training as soon as possible.
The above candidates for non-employee directors need to be submitted for review at the Company's first extraordinary general meeting of shareholders in 2026 and will be elected by cumulative voting. The employee director will be elected through a democratic election at the employee general meeting. The qualifications and independence of the independent director candidates need to be reviewed and approved by the Shenzhen Stock Exchange before being submitted to the shareholders' meeting for review.
Among the above director candidates, those who concurrently serve as senior management personnel and those who are employee representatives are...
The total number does not exceed two-thirds of the total number of directors, and the proportion of independent director candidates is not less than one-third of the board members. The Company's Nomination Committee has reviewed the qualifications of the above candidates and confirmed that they are qualified to serve as directors of a listed company.
To ensure the normal operation of the Board of Directors, before the new board members take office, the current directors will continue to perform their duties in accordance with laws, administrative regulations, departmental rules, normative documents, and the "Articles of Association," and shall not engage in any activities that harm the interests of the Company and shareholders.