Announcement of Jinhua Enterprise (Group) Co., Ltd. on the General Election of the Board of Directors
Securities code: 600080 Stock abbreviation: Jinhua Shares Number: Lin 2026-018
Jinhua Enterprise (Group) Co., Ltd.
Announcement on the General Election of the Board of Directors
The company's board of directors and all directors guarantee that the contents of this announcement do not contain any false records, misleading statements or major omissions, and bear individual and joint liability for the authenticity, accuracy and completeness of its contents.
The term of the tenth board of directors of Jinhua Enterprise (Group) Co., Ltd. (hereinafter referred to as the "Company") is about to expire. In accordance with the "Company Law", "Shanghai Stock Exchange Stock Listing Rules", "Administrative Measures for Independent Directors of Listed Companies", "Shanghai Stock Exchange Self-Discipline Supervision Guidelines No. 1 - Standardized Operations" and other laws and regulations, as well as the "Articles of Association" and other relevant provisions, the company's board of directors will conduct a general election. The details are as follows:
1. General election of the board of directors
In order to further optimize the corporate governance structure and take into account the actual situation of the company, the company plans to amend the Articles of Association and adjust the number of board members from seven to five, including three non-independent directors (including one employee representative director) and two independent directors. The company's shareholder Mr. Xing Boyue (holding 94,792,352 shares of the company, accounting for 25.40% of the company's shares) submitted a nomination letter to the company, nominating Ms. Wu Yajie and Ms. Liu Xiaojuan as candidates for independent directors of the company's eleventh board of directors, and Mr. Xing Yajiang and Mr. Xing Boyue as candidates for non-independent directors of the company's eleventh board of directors, who together with an employee representative director constitute the eleventh board of directors.
The Nomination Committee of the Company's Board of Directors reviewed the qualifications of the above-mentioned director candidates for the 11th Board of Directors and agreed to submit them to the Company's Board of Directors for review. The company held the 29th meeting of the 10th board of directors on April 27, 2026, and reviewed and approved the "Proposal on the General Election of the Company's Board of Directors." The board of directors believes that: the qualifications of the above-mentioned director candidates meet the requirements for director qualifications in relevant laws, regulations, and normative documents. There is no situation in which the Company Law, the Articles of Association and other relevant provisions prohibit serving as a director of the company, and there is no situation in which the China Securities Regulatory Commission has taken measures to prohibit entry into the securities market. The education background and work experience of the company's independent director candidates are all qualified for the duties of independent directors, and meet the relevant requirements for independent director qualifications and independence in the "Administrative Measures for Independent Directors of Listed Companies" and the "Company's Independent Director Work System". The board of directors agreed that Mr. (See attachment for resume)
According to relevant regulations, the company's independent director candidates must be reviewed by the Shanghai Stock Exchange and have no objections before they can be submitted to the company's shareholders' meeting for review. The above-mentioned directors are all elected through a cumulative voting system. The term of the above candidates will start from the date of review and approval at the company's 2025 annual shareholders' meeting to the expiration of the term of the 11th Board of Directors.
In order to ensure the normal operation of the company's board of directors, before the directors of the company's eleventh board of directors take office, the directors of the company's tenth board of directors will continue to perform directors' duties and obligations in accordance with laws and regulations.
2. Other situation descriptions
(1) The company has completed the integrity file inquiry of director candidates in accordance with relevant regulations. None of the above candidates are prohibited from serving as company directors according to relevant regulations and meet the qualifications required by relevant laws and regulations.
(2) Mr. Xing Yajiang, one of the non-independent director candidates for the 11th Board of Directors of the company, received the "Notification of Case Registration" issued by the China Securities Regulatory Commission on May 23, 2025 (No.: Securities Regulatory Case Registration No. 0092025004) and December 16, 2025 due to relevant violations. The "Administrative Punishment Decision" ([2025] No. 2) from the Shaanxi Supervision Bureau of the China Securities Regulatory Commission was received on the same day (for details, please see: "Lin 2025-026, Lin 2025-052" announcements).
According to 3.2.2 of the "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations" "If a candidate for director or senior management has any of the following circumstances, the company shall disclose the specific circumstances of the candidate, the reasons for hiring the candidate and whether it will affect the company's standardized operations: (1) The last 36 Subject to administrative punishment by the China Securities Regulatory Commission within three months, (3) being investigated by judicial authorities for suspected crimes or being investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, and no clear conclusion has been made." The company's board of directors now explains the relevant matters regarding Mr. Xing Yajiang as a non-independent director candidate of the 11th Board of Directors as follows:
Mr. Xing Yajiang has served as a director of the company's ninth board of directors since June 2020, as a chairman of the company's ninth board of directors since February 2022, and as a director and chairman of the company's tenth board of directors since May 2023. He is familiar with the company's operation management and business development, has rich management experience and profound industry accumulation, and has excellent leadership and decision-making skills. He has been diligent and conscientious in his duties and has played a key role in maintaining the stability of the company's development and promoting business development.
Mr. Xing Yajiang’s disciplinary action was mainly due to his personal reasons, which did not involve the company’s business operations, the company’s laws and regulations, and did not cause losses to the company, nor did it have a major adverse impact on the company. Mr. Xing Yajiang attaches great importance to the above penalties, has learned lessons deeply, effectively strengthened the study of relevant laws, regulations, and normative documents, continuously improved the company's standardized operations and information disclosure levels, and fulfilled information disclosure obligations in accordance with the law.
As the chairman of the company, Mr. Xing Yajiang has a father-son relationship with Xing Boyue, the company’s controlling shareholder and actual controller. He has long been involved in the company’s operations and management. He assumes core responsibilities and plays an important role in the company’s internal governance, strategic planning and other major matters, which is conducive to stabilizing the company’s development strategy. Re-election as a director will further strengthen compliance awareness, deepen the understanding of listed company governance, information disclosure and related regulations, promote the continuous improvement of the company's internal control and governance levels, and promote the company's standardized, sustainable and high-quality development.
In summary, the company's board of directors approved Mr. Xing Yajiang as a candidate for non-independent director of the 11th board of directors and submitted it to the company's 2025 annual shareholders' meeting for review.
Announcement is hereby made.
Board of Directors of Jinhua Enterprise (Group) Co., Ltd.
April 29, 2026
Attachment: Candidate resume
Xing Yajiang: Male, born in November 1967, Chinese nationality, Ph.D., graduated from Northwest University; Since 1992, he has served as the chairman, legal representative and general manager of Western Investment Group Co., Ltd.; since June 2020, he has served as a director of the ninth and tenth sessions of the Board of Directors of Jinhua Enterprise (Group) Co., Ltd.; since February 2022, he has served as the chairman of the company.
Xing Boyue: Male, born in September 1996, Chinese nationality, master's degree in management. From December 2019 to February 2022, he served as chairman of Shaanxi Yuehao Hotel Management Co., Ltd., deputy general manager of Western Investment Group, and general manager of Qingfengxia Yuehao Holiday Hotel; from February 2022 to present, he served as deputy general manager of the company; from March 2022 to May 2023, he served as director of the ninth board of directors of the company; 2023 He has been serving as director and vice chairman of the tenth board of directors of the company since May 2016.
Wu Yajie: Female, born in October 1975, Chinese nationality, graduated from Xi'an Jiaotong University, Chinese Certified Public Accountant; from January 2005 to November 2017, she served as deputy director of Shaanxi Gaode Accounting Firm Co., Ltd., and from December 2017 to present, she serves as deputy general manager of Shaanxi Tongze Accounting Firm Co., Ltd. From May 2023 to present, he serves as an independent director of the tenth board of directors of the company.
Liu Xiaojuan: Female, born in January 1966, Chinese nationality, Chinese registered tax agent; currently a member of the Shaanxi Provincial Committee of the Chinese People's Political Consultative Conference, vice president of the Shaanxi Provincial Certified Tax Agents Association, expert of the China Data Analysis Expert Committee, expert of the Chinese Tax Agent Industry Expert Database, expert of the Shaanxi Free Trade Pilot Zone Think Tank, visiting professor of Xi'an Eurasian College and Xi'an Peihua College; 2000 April He has served as the director of Shaanxi Jingzhou Lianxin Ruiyou Tax Agency Co., Ltd. since May 2023, and has served as an independent director of the tenth board of directors of the company since May 2023.