Announcement Code: 2026-024
Changshu Tianyin Electromechanical 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 contains no false records, misleading statements, or major omissions.
The term of the fifth Board of Directors of Changshu Tianyin Electromechanical Co., Ltd. (hereinafter referred to as the "Company") has expired. Given that the preparations for the election of the new Board of Directors have been completed, and to improve the Company's corporate governance structure, ensure effective decision-making, and promote stable development, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China," the "Administrative Measures for Independent Directors of Listed Companies," the "Shenzhen Stock Exchange GEM Stock Listing Rules," and the "Shenzhen Stock Exchange Listed Company Self-Regulatory Management Guidelines No. 2 - Norms for the Operation of GEM Listed Companies" (hereinafter referred to as the "GEM Listed Company Operational Norms"), and other relevant laws and regulations and the "Articles of Association," the Company is conducting the election of the Board of Directors in accordance with relevant legal procedures.
On July 22, 2026, the Company convened the 26th meeting of the fifth Board of Directors, which reviewed and approved the "Proposal on the Election of the Board of Directors and Nomination of Candidates for Non-Independent Directors of the Sixth Board of Directors" and the "Proposal on the Election of the Board of Directors and Nomination of Candidates for Independent Directors of the Sixth Board of Directors." These proposals have been reviewed and approved by the Nomination Committee of the fifth Board of Directors in advance.
In accordance with the "Articles of Association," the sixth Board of Directors of the Company will consist of 9 directors, including 5 non-independent directors, 3 independent directors, and 1 employee representative director (elected by the Company's employee representative assembly). After qualification review by the Company's Board of Directors Nomination Committee, the Board of Directors agreed to nominate Mr. Liu Guoxun, Mr. Zhao Yunwen, Mr. Zhang Yufeng, Mr. Zheng Jiahui, and Ms. Jiang Lilan as candidates for non-independent directors of the sixth Board of Directors; and to nominate Mr. Huang Yuanlin, Mr. Wu Xingyin, and Ms. Zhou Mei as candidates for independent directors, with Mr. Huang Yuanlin being a professional accountant (see attached appendix for the resumes of the above candidates).
The term of office for the directors of the sixth Board of Directors will be three years, commencing from the date of approval by the Company's first extraordinary general meeting of shareholders in 2026. The employee representative director will be elected by the Company's employee representative assembly, and their term of office will be consistent with that of the sixth Board of Directors. Ms. Zhou Mei has served as an independent director of the Company since August 26, 2021. In accordance with the "Administrative Measures for Independent Directors of Listed Companies" and other relevant documents, the cumulative term of service for independent directors shall not exceed six years. The Company will complete the replacement of independent directors before Ms. Zhou Mei's six-year term expires.
The Company's Board of Directors Nomination Committee has reviewed the qualifications of the above director candidates and believes that they meet the requirements of the "Company Law," "GEM Listed Company Operational Norms," "Administrative Measures for Independent Directors of Listed Companies," and other laws, regulations, normative documents, and the "Articles of Association." The proportion of independent director candidates meets at least one-third of the total board members, and the total number of directors who are concurrently senior management personnel and directors appointed by employee representatives does not exceed one-half of the total number of directors. All independent director candidates have obtained independent director qualification certificates recognized by the China Securities Regulatory Commission.