the director candidates have not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas, nor served other positions in other members of the Group, and do not have any other major appointments or professional qualifications. The director candidates do not have other relationship with any directors, supervisors, senior management or substantial shareholders or controlling shareholders of the Company and do not hold any interest in the shares of the Company or its associated companies within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). There is or was no information in relation to the appointment of the director candidates which is required to be disclosed pursuant to the requirements set out in 13.51(2) (h) to (v) of the Listing Rules of Hong Kong nor are there any matters which need to be brought to the attention of the shareholders. If the appointments are approved, the Company will enter into service contracts with each appointed director. The director's fee is the same as that of the current tenth session of the Board (RMB200,000 per annual for each director) The aforesaid resolution has been reviewed and approved by the Board on 7 February 2021 and is now proposed at the EGM for review and approval as an ordinary resolution. Proposed Election of Additional Independent Non-executive Director An ordinary resolution is to be proposed at the EGM to consider and approve the election of additional Independent Non-executive Director, the details are as follows: Reference is made to the announcement of the Company dated 7 February 2021 in relation to the proposed election of additional Independent Non-executive Director. To promote the Internet of Things Strategy of the Company and enrich the diversity of the Board, according to the relevant provisions of the Company Law of the People's Republic of China and the Articles of Association of the Company as well as the opinions of the Nomination Committee under the Board, the Board has agreed that Mr. Li Shipeng ("Mr. Li") is nominated as the independent non-executive director, whose term of office shall be the same as the tenth session of the Board. His qualifications as the independent non-executive directors have been filed with the Shanghai Stock Exchange with no objection. Mr. Li has extensive experience in several sectors, including Internet of Things technologies and artificial intelligence. Not only will his joining be able to promote the diversity of Board members, but also speed up planning and implementation of the Company's strategies of being the Internet of Things ecology brand. The nomination of Mr. Li was made by the Company after taking into consideration of the diversity of Board members in respect of several factors, including cultural and educational background, professional 5. experience, skills and expertise in particular. It is based on the value and contributions that can be made by the candidate to the Board, evaluated on an objective bases, after taking into full consideration of the benefits on the diversity of the Board members, and implemented in accordance with the law, regulations and relevant provisions of securities regulatory authorities. The biographical details of the aforementioned candidate for the Independent Non-executive Director are set out in Appendix IV in Section II of this invitation. As at the latest practicable date, save as disclosed in this invitation, in the past three years, Mr. Li has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas, nor served other positions in other members of the Group, and does not have any other major appointments or professional qualifications. Mr. Li does not have other relationship with any directors, supervisors, senior management or substantial shareholders or controlling shareholders of the Company and do not hold any interest in the shares of the Company or its associated companies within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). There is or was no information in relation to the appointment of Mr. Li which is required to be disclosed pursuant to the requirements set out in 13.51(2) (h) to (v) of the Listing Rules of Hong Kong nor are there any matters which need to be brought to the attention of the shareholders. If the appointment is approved, the Company will enter into service contracts with Mr. Li. The director's fee is the same as that of the current tenth session of the Board (RMB200,000 per annual). The aforesaid resolution has been reviewed and approved by the Board on 7 February 2021 and is now proposed at the EGM for review and approval as an ordinary resolution. II. Appendices to Agenda Items
Appendix I: Details of the proposed amendments to the Articles of Association
No. Original provisions Amended provisions Article 200 The Company shall establish a Board Article 200 The Company shall establish a Board 1 of Directors which is accountable to the of Directors which is accountable to the shareholders' general meeting. shareholders' general meeting. The Board of Directors shall comprise nine The Board of Directors shall comprise eight to directors, of whom three shall be independent thirteen directors, of whom three to five shall be directors. There shall be one Chairman and one or independent directors. There shall be one Chairman two deputy chairmen. and one or two deputy chairmen. Article 205 The Board of Directors of the Article 205 The Board of Directors of the Company shall establish special committees such as Company shall establish special committees such as strategy committee, audit committee, nomination strategy committee, audit committee, nomination committee and remuneration and evaluation committee committee, remuneration and evaluation committee, according to the relevant resolutions of the environmental, social and governance committee etc. shareholder's general meeting. All members of according to the relevant resolutions of the special committees shall comprise directors. shareholder's general meeting. All members of Independent directors shall be the majority in the special committees shall comprise directors. 2 audit committee, nomination committee, remuneration Independent directors shall be the majority in the and evaluation committee and shall serve as audit committee, nomination committee, remuneration conveners. The audit committee shall consist and evaluation committee and shall serve as entirely of non-executive directors, shall have at conveners. The audit committee shall consist least three members and shall have at least one entirely of non-executive directors, shall have at independent director who is an accounting least three members and shall have at least one professional or has the appropriate accounting or independent director who is an accounting relevant financial management expertise required professional or has the appropriate accounting or under the Hong Kong Listing Rules. relevant financial management expertise required under the Hong Kong Listing Rules. Article 210 In accordance with the domestic and overseas regulatory requirements, the environmental, social and governance committee under the Board of Directors is mainly responsible for the management of corporate governance, environmental and social responsibilities of the Company and make relevant recommendations to the Board of Directors, which includes: (I) Guide and review the formulation of the Company's environmental, social and governance vision and strategies, and report and make recommendations to the Board;
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