Shenzhen Tri-Star E-Commerce Co., Ltd.
Announcement on Resignation of Some Independent Directors, Election of Independent Directors, Change of Some Non-Independent Directors, and Adjustment of Board Committee Members
The company and all members of the board of directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and are free from any false representations, misleading statements, or material omissions.
Shenzhen Tri-Star E-Commerce Co., Ltd. (hereinafter referred to as the "Company") held the 13th meeting of the Sixth Board of Directors on July 27, 2026, and reviewed and approved proposals such as the "Proposal on Resignation of Some Independent Directors Due to Term Expiration and Election of Independent Directors," the "Proposal on Change of Some Non-Independent Directors," and the "Proposal on Adjustment of the Composition of the Sixth Board of Directors' Special Committees." The specific details are hereby announced as follows:
I. Resignation of Some Independent Directors Due to Term Expiration and Election of Independent Directors
(I) Resignation of Independent Directors Due to Term Expiration
According to the "Guidelines for Self-Regulation of Listed Companies on the Shenzhen Stock Exchange No. 2 - Standardized Operation of GEM Listed Companies" and the "Administrative Measures for Independent Directors of Listed Companies," independent directors shall not serve continuously in the same listed company for more than six years. Independent directors Mr. Sun Jinshan and Mr. Fang Xing have served as independent directors of the Company since August 15, 2020, and their continuous tenure as independent directors is about to reach six years (i.e., August 14, 2026). The board of directors recently received written resignation reports from independent directors Mr. Sun Jinshan and Mr. Fang Xing. Mr. Sun Jinshan and Mr. Fang Xing have applied to resign from their positions as independent directors of the Sixth Board of Directors. Concurrently, Mr. Sun Jinshan has resigned from his positions as Chairman of the Audit Committee and member of the Nomination Committee of the Board of Directors. Mr. Fang Xing has resigned from his positions as Chairman of the Nomination Committee and member of the Remuneration and Appraisal Committee of the Board of Directors. After their resignation, Mr. Sun Jinshan and Mr. Fang Xing will no longer hold any positions in the Company.
Given that the resignation of Mr. Sun Jinshan and Mr. Fang Xing will result in the number of independent directors being less than one-third of the total board members, in accordance with the "Company Law of the People's Republic of China," the "Administrative Measures for Independent Directors of Listed Companies," and other relevant laws and regulations, the resignation applications of Mr. Sun Jinshan and Mr. Fang Xing will take effect after new independent directors are elected by the shareholders' meeting. Until new independent directors are elected by the shareholders' meeting, Mr. Sun Jinshan and Mr. Fang Xing will continue to perform their duties as independent directors and their responsibilities in the relevant special committees of the board of directors in accordance with relevant laws and regulations.
As of the disclosure date of this announcement, Mr. Sun Jinshan and Mr. Fang Xing do not hold any shares in the Company and have no outstanding commitments to fulfill. During their tenure as independent directors, Mr. Sun Jinshan and Mr. Fang Xing have been diligent, responsible, and independent. The Company's board of directors expresses its sincere gratitude for their contributions to the Company's development during their tenure!
(II) Election of Independent Directors