Announcement on the Board of Directors' Election and Candidate Solicitation
Entropy Technology Co., Ltd. (hereinafter referred to as "the Company") and all members of the Board of Directors guarantee that the content of this information disclosure is true, accurate, and complete, without any false records, misleading statements, or significant omissions.
The term of the third Board of Directors of Entropy Technology Co., Ltd. will expire on April 6, 2026. To smoothly complete the board election (hereinafter referred to as "this election"), the Board of Directors of the Company announces the following matters related to this election in accordance with the Company Law of the People's Republic of China, the Management Measures for Independent Directors of Listed Companies, the Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange - Standardized Operations of Growth Enterprise Market Listed Companies, the Listing Rules for Growth Enterprise Market Stocks of the Shenzhen Stock Exchange, and the Articles of Association of the Company.
1. Composition of the Fourth Board of Directors
According to the relevant provisions of the Company Law and the Articles of Association, the fourth Board of Directors will consist of seven directors, including four non-independent directors (one of whom will be a representative director elected by employees through a democratic process) and three independent directors. The term of office for directors will be calculated from the date of election by the shareholders' meeting and will last for three years. Directors may be re-elected upon the expiration of their term, with independent directors' re-election not exceeding six years.
2. Method of Election for Directors
According to the Articles of Association, this board election will adopt a cumulative voting system. When electing non-independent or independent directors, each share will have voting rights equal to the number of proposed non-independent or independent directors. Shareholders may concentrate or distribute their voting rights.
3. Nomination of Director Candidates
(1) Nomination of Non-Independent Director Candidates
The Board of Directors and shareholders holding more than 1% of the total voting shares of the Company, either individually or collectively, have the right to nominate candidates for non-independent directors of the fourth Board of Directors in writing to the third Board of Directors.
(2) Nomination of Independent Director Candidates
The Board of Directors and shareholders holding more than 1% of the total voting shares of the Company, either individually or collectively, have the right to nominate candidates for independent directors of the fourth Board of Directors in writing to the third Board of Directors. Legally established investor protection institutions may publicly request shareholders to entrust them to exercise the right to nominate independent directors.