Securities code: 002340 securities abbreviation: Gem Co.Ltd(002340) Announcement No.: 2022-016
Announcement on purchasing directors, supervisors and senior managers liability insurance
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
In order to improve the risk control system of Gem Co.Ltd(002340) (hereinafter referred to as “the company”), promote the directors, supervisors and relevant responsible personnel of the company to fully exercise their rights and perform their duties, and create a good external environment for the steady development of the company, the company held the 40th meeting of the Fifth Board of directors on February 16, 2022 in accordance with the governance standards for listed companies and other relevant provisions of the CSRC, The proposal on purchasing liability insurance for directors, supervisors, senior managers and relevant responsible persons of the company is proposed to purchase liability insurance for the company and all directors, supervisors, senior managers and relevant responsible persons. This matter needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. The specific matters are hereby announced as follows:
1、 Specific scheme of Dong Jiangao liability insurance:
1. Applicant: Gem Co.Ltd(002340) .
2. Insured: the company and all directors, supervisors, senior managers and relevant responsible persons
3. Compensation limit: the cumulative compensation limit shall not exceed RMB 100 million / year (subject to the final insurance contract).
4. Insurance premium: no more than 500000 yuan / year (subject to the final insurance contract).
5. Insurance period: 12 months / period (it can be renewed or re insured every year).
The board of directors requests the general meeting of shareholders to authorize the company’s operation and management to handle matters related to the purchase of director supervisor senior liability insurance, including but not limited to: determining relevant responsible personnel; Determine the insurance company; Determine the insured amount, premium and other insurance terms; Select and employ insurance brokerage companies or other intermediaries; Sign relevant legal documents and deal with other matters related to insurance, as well as renewal or re insurance at or before the expiration of the directors, supervisors and senior managers’ liability insurance contract.
2、 Opinions of independent directors
After verification, the independent directors believe that the purchase of director supervisor senior liability insurance for the company and all directors, supervisors, senior managers and relevant responsible personnel is conducive to protecting the rights and interests of the company’s directors, supervisors, senior managers and relevant responsible personnel, promoting them to better perform their duties, improving the company’s risk management system and promoting the sound development of the company. The decision-making and deliberation procedures of this matter are legal and compliant, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. Therefore, it is unanimously agreed to submit the matter to the general meeting of shareholders of the company for deliberation. 3、 Documents for future reference
1. The resolution of the 40th meeting of the 5th board of directors signed by the attending directors and stamped with the seal of the board of directors;
2. The resolution of the 27th meeting of the 5th board of supervisors signed by the attending supervisors and stamped with the seal of the board of supervisors; 3. Prior approval and independent opinions of Gem Co.Ltd(002340) independent directors on matters related to the 40th meeting of the Fifth Board of directors.
It is hereby announced
Gem Co.Ltd(002340) board of directors February 16, 2002
