Securities code: 000034 securities abbreviation: Digital China Group Co.Ltd(000034) Announcement No.: 2022-012
Digital China Group Co.Ltd(000034)
Announcement of resolutions of the 12th meeting of the 10th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without falsehood
False records, misleading statements or major omissions.
1、 Meetings of the board of directors
The 12th meeting of the 10th board of directors of Digital China Group Co.Ltd(000034) (hereinafter referred to as “the company”) sent a notice of the meeting by email on February 13, 2022. The meeting voted by hand and formed an effective resolution on February 15, 2022. There are 6 directors who should vote at the meeting and 6 directors who actually vote. The convening and voting procedures of this meeting comply with the company law, the articles of association and other relevant provisions.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on daily connected transactions expected in 2022
The company plans to sign the daily operation related party transaction agreement with Digital China Group Co.Ltd(000034) Holding Co., Ltd. (hereinafter referred to as “Shenzhou holding”) and Digital China Group Co.Ltd(000034) Information Service Co., Ltd. (hereinafter referred to as ” Digital China Information Service Company Ltd(000555) “) respectively. The company expects that the total amount of related party transactions with Shenzhou holding in 2022 will not exceed RMB 1090 million, The total amount of connected transactions with related parties Digital China Information Service Company Ltd(000555) in the whole year shall not be higher than RMB 705 million. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, Mr. Guo Wei, the chairman of the company, is the controlling shareholder and actual controller of the company. He is also the chairman of Shenzhou holdings and Digital China Information Service Company Ltd(000555) . Shenzhou holdings and Digital China Information Service Company Ltd(000555) are the affiliated legal persons of the company. This transaction constitutes a connected transaction. Guo Wei, a related director, avoided voting according to law, and the other five non related Directors voted.
The independent directors of the company have expressed their prior approval opinions and opinions of independent directors. For details, please refer to www.cn.info.com.cn Announcement on daily connected transactions expected in 2022 by securities times, Shanghai Securities News and China Securities News.
Voting results: 5 votes, 5 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on Canceling Part of repurchased shares
The board of directors agreed to cancel 543085 shares in the repurchase account in accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and the relevant provisions of the company’s repurchase plan.
For details, please refer to the company’s disclosure in securities times, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) Announcement on cancellation of partial repurchased shares.
Voting results: 6 votes, 6 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on the additional election of independent directors of the company
In order to further improve the company’s professional management ability, in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange and the nomination procedures specified in the articles of association, the board of directors of the company agreed to nominate Mr. Wang nengguang as the candidate for independent director of the 10th board of directors after being nominated by the controlling shareholder Mr. Guo Wei and reviewed by the nomination committee of the board of directors of the company, The term of office is the same as that of the 10th board of directors. The independent directors of the company expressed independent opinions on this. (Mr. Wang nengguang’s resume is attached)
According to the relevant provisions of the filing measures for independent directors of Shenzhen Stock Exchange, the relevant materials on the qualification and independence of independent director candidate Mr. Wang nengguang will be submitted to Shenzhen Stock Exchange, which will review the qualification and independence of independent director candidates and submit them to the general meeting of shareholders of the company for deliberation and approval after there is no objection. The cumulative voting system will be adopted for the election of independent directors at the general meeting of shareholders. The term of office of the newly elected independent directors will start from the date of deliberation and approval by the general meeting of shareholders of the company to the expiration date of the term of office of the 10th board of directors. The statement of independent director nominees and the statement of independent director candidates were disclosed on cninfo.com on the same day.
Voting results: 6 votes, 6 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the appointment of the company’s chief financial officer
Due to the needs of the company’s operation and management, the senior managers have been adjusted. Mr. Chen Zhenkun no longer holds the post of vice president of the company. After being nominated by the president of the company and reviewed by the qualification of the 10th Nomination Committee of the company, the board of directors of the company agreed to appoint Mr. Chen Zhenkun as the chief financial officer of the company, and the term of office is the same as that of the 10th board of directors. The independent directors expressed their independent opinions and agreed to the above appointment. (Mr. Chen Zhenkun’s resume is attached)
Voting results: 6 votes, 6 affirmative votes, 0 negative votes and 0 abstention votes.
(V) deliberated and passed the proposal on convening the first extraordinary general meeting of shareholders in 2022
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting on Thursday, March 3, 2022. For details, please refer to the company’s publications published on the same day in the securities times, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) Relevant announcements on.
Voting results: 6 votes, 6 affirmative votes, 0 negative votes and 0 abstention votes.
3、 Documents for future reference
1. Resolution of the 12th meeting of the 10th board of directors
2. Prior approval opinions of independent directors
3. Independent opinions of independent directors
It is hereby announced.
Digital China Group Co.Ltd(000034) board of directors February 16, 2002 Annex: resume
Wang nengguang, male, 63, graduated from the economic management major of the Party School of the CPC Central Committee, certified public accountant and senior accountant. He used to be the managing director and chief financial officer of Lenovo Investment Co., Ltd., the managing director and chief financial officer of Beijing Junlian Capital Management Co., Ltd., and the independent director of Digital China Group Co.Ltd(000034) Information Service Co., Ltd. Currently, he is an independent director of Guangdong Guanhao High-Tech Co.Ltd(600433) and an independent director of China harmony Automobile Holding Co., Ltd.
Mr. Wang nengguang is not prohibited from serving as a director under the company law; There is no situation that the market entry prohibition measures taken by the CSRC not to serve as directors of listed companies have not expired; There is no situation that the stock exchange publicly determines that it is not suitable to serve as a director of a listed company and the term has not expired; Not subject to administrative punishment by the CSRC; Not publicly condemned or criticized by the stock exchange; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for investigation by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; There is no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company; Not holding shares of the company; Does not belong to the dishonest person to be executed; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions.
Chen Zhenkun, male, 40, received a bachelor’s degree in management from the Communication University of China and a master’s degree in Business Administration from Tsinghua University and the Chinese University of Hong Kong. He joined the company in 2004 and successively served as deputy general manager of finance department, deputy general manager of operation control center, assistant president, general manager of finance department, operation director, vice president of enterprise business group, etc. From February 2020 to now, he has served as Digital China Group Co.Ltd(000034) vice president.
Mr. Chen Zhenkun is not allowed to be a senior manager under the company law; There is no situation that the CSRC has taken measures to prohibit the market entry of senior managers of listed companies, and the term has not expired; There is no situation that the stock exchange publicly determines that it is not suitable to serve as senior managers of listed companies and the term has not expired; Not subject to administrative punishment by the CSRC; Not publicly condemned or criticized by the stock exchange; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for investigation by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; There is no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company; Holding 225000 shares of the company; Does not belong to the dishonest person to be executed; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions.
