Securities code: 600640 securities abbreviation: New Guomai Digital Culture Co.Ltd(600640) Announcement No.: pro 2022-002 New Guomai Digital Culture Co.Ltd(600640)
Announcement on resolutions of the 23rd Meeting of the 10th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
New Guomai Digital Culture Co.Ltd(600640) (hereinafter referred to as “the company”) convened the 23rd Meeting of the 10th board of directors by means of communication on January 28, 2021. The meeting notice and materials have been sent to all directors on January 23, 2021. Nine directors should attend the meeting and nine actually attended. The convening and procedures of this meeting comply with relevant laws, regulations and the articles of association. The meeting considered and adopted the following proposals:
1、 Proposal on the tenure assessment and incentive measures of the company’s management
In order to implement the three-year action plan for the reform of state-owned enterprises, further stimulate the vitality of the company’s core management team and improve the market-oriented selection and employment mechanism, In accordance with the relevant requirements of the notice on strengthening the implementation of the tenure system and contractual management of managers (state owned enterprise reform office [2021] No. 7) and the notice on printing and distributing the measures for the administration of tenure system and contractual management of managers of enterprises affiliated to China Telecom Corporation Limited(601728) Group Co., Ltd. ( China Telecom Corporation Limited(601728) [2021] No. 162) and in combination with the actual situation of the company, Formulated the term assessment and incentive measures for the members of the management.
The independent directors of the company expressed their independent opinions. Director Chen Zhichao has avoided voting. Voting results: 8 in favor, 0 against and 0 abstention.
2、 Proposal on purchasing liability for the company and its directors, supervisors and senior managers
In order to further improve the company’s risk management system, reduce operational risks, promote the company’s directors, supervisors and senior managers to more fully exercise their rights and perform their duties within their respective responsibilities, and protect the rights and interests of the company and investors, according to the relevant provisions of the standards for the governance of listed companies, the company plans to be the company and all directors Supervisors and senior managers shall purchase liability insurance.
The independent directors of the company expressed their independent opinions. All directors unanimously agreed to submit this proposal to the first extraordinary general meeting of shareholders in 2022 for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Proposal on the adjustment of some directors of the 10th board of directors
According to the notice of China Telecom Corporation Limited(601728) Group Co., Ltd., the controlling shareholder of the company, Mr. Sun Dawei is recommended to serve as the director of the company, and Mr. Huang Zhiyong will no longer serve as the director of the company. After being recommended by the controlling shareholder and reviewed by the nomination committee of the board of directors, it is agreed to nominate Mr. Sun Dawei as a director candidate of the 10th board of directors of the company (the resume is attached), and the term of office is the same as that of the current board of directors.
The board of directors expressed heartfelt thanks to Mr. Huang Zhiyong for his contributions to the development and standardized governance of the company during his tenure.
The independent directors of the company expressed their independent opinions. This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
4、 Proposal on the appointment of securities affairs representative of the company
In view of work needs, Ms. Dong xuning is appointed as the securities affairs representative of the company (resume attached), and her term of office is from the date of deliberation and approval at this meeting to the expiration of the 10th board of directors of the company. Voting results: 9 in favor, 0 against and 0 abstention.
5、 Proposal on convening the first extraordinary general meeting of shareholders in 2022
For details, please refer to Shanghai Securities News, securities times and the website of Shanghai Stock Exchange on January 29, 2022（ http://www.sse.com.cn. ）Notice of New Guomai Digital Culture Co.Ltd(600640) on convening the first extraordinary general meeting of shareholders in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
New Guomai Digital Culture Co.Ltd(600640) board of directors
January 29, 2022
Annex I: resume of Mr. Sun Dawei
Mr. Sun Dawei, born in May 1963, is a member of the Communist Party of China and a doctoral candidate. He used to be an engineer and deputy director of multimedia communication department and deputy director of capital and Assets Department of China Post and Telecommunications Administration, China Telecom Corporation Limited(601728) director of investment and financing management department of finance department, director of Investment Department of planning and finance department, deputy manager of planning and finance department and director of investment department, deputy manager of finance department, China Telecom Corporation Limited(601728) deputy general manager, member of Party group and chief financial officer of Shaanxi Telecom Company of the group, Deputy general manager and chief accountant of China Telecom Corporation Limited(601728) Shaanxi Branch, China Telecom Corporation Limited(601728) deputy general manager of Finance Department of group company, China Telecom Corporation Limited(601728) deputy director of finance department, China Telecom Corporation Limited(601728) head and general manager of preparatory group of capital operation Department of group company, China Telecom Corporation Limited(601728) head and general manager of preparatory group of capital operation Department, China Telecom Corporation Limited(601728) deputy head, director and general manager of preparatory group of Finance Co., Ltd. He is now the senior president of China Telecom Corporation Limited(601728) Group Finance Co., Ltd.
Annex II: resume of Ms. Dong xuning
Ms. Dong xuning, born in September 1995, Chinese nationality, without permanent residency abroad, is a graduate student. He has obtained the qualification certificate of secretary of the board of directors issued by Shanghai Stock Exchange, and his qualification meets the relevant provisions of the Listing Rules of Shanghai Stock Exchange and the articles of association. Once worked in the integral operation division of Yiji branch (Shanghai) Digital Technology Co., Ltd. He is currently the head of securities affairs of the company.
