Securities code: 002340 securities abbreviation: Gem Co.Ltd(002340) Announcement No.: 2022-017 Gem Co.Ltd(002340)
Notice on convening the first extraordinary general meeting of shareholders in 2022
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.
According to the 40th meeting of the 5th board of directors held by Gem Co.Ltd(002340) (hereinafter referred to as “the company”) on February 16, 2022, the meeting decided to hold the first extraordinary general meeting of shareholders in 2022 on March 11, 2022. This general meeting was held by combining on-site voting and online voting. The relevant matters of this meeting are hereby notified as follows: 1 Basic information of the meeting
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022
2. Convener of the general meeting of shareholders: the board of directors of the company
After deliberation and approval at the 40th meeting of the 5th board of directors of the company, it is decided to convene the first extraordinary general meeting of shareholders in 2022.
3. Legality and compliance of the meeting: the convening and holding of the general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Date and time of the meeting:
On site meeting time: 10:00 am, March 11, 2022
Online voting time:
(1) The specific time for online voting through the trading system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on March 11, 2022.
(2) The specific time of voting through the Internet of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on March 11, 2022.
5. Convening method of the meeting:
This general meeting of shareholders adopts the combination of on-site voting and online voting. The general meeting of shareholders will pass the Shenzhen stock exchange system and Internet voting system（ http://wltp.cn.info.com.cn. ）Provide the shareholders of the company with a voting platform in the form of network, and the shareholders can exercise their voting rights through the above system during the online voting time. Shareholders of the company shall choose one of on-site voting or online voting. In case of repeated voting of the same voting right, the first valid voting result shall prevail.
6. Equity registration date of the meeting: March 4, 2022
7. Attendees:
(1) All shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the transaction on the afternoon of March 4, 2022 have the right to attend and vote at the general meeting of shareholders by notice; Shareholders who cannot attend the general meeting in person may authorize others to attend on their behalf (the authorized person does not need to be a shareholder of the company, and the power of attorney is shown in the annex).
(2) Directors, supervisors and senior managers of the company.
(3) Witness lawyers employed by the company and other guests invited by the board of directors.
8. Meeting place: Gem Co.Ltd(002340) (Wuhan) city mining industry group Co., Ltd. conference room (cangbu street, Xinzhou District, Wuhan City, Hubei Province). 2、 Matters considered at the meeting
1. Review the proposal on Amending the articles of Association;
2. Review the proposal on the application for bank credit by the company and its subsidiaries;
3. Review the proposal on the company providing guarantee for the subordinate companies to apply for bank credit;
4. Review the proposal on the application for bank credit by the subsidiary company Gem Co.Ltd(002340) in Hong Kong and the guarantee provided by the company and its subsidiary company Jingmen Gem Co.Ltd(002340) ;
5. Review the proposal on daily connected transactions expected in 2022;
6. Review the proposal on purchasing directors, supervisors and senior managers’ liability insurance;
7. Review the proposal on the election of non independent directors of the sixth board of directors;
7.01 elect Mr. Xu Kaihua as a non independent director of the sixth board of directors of the company;
7.02 elect Ms. Wang Min as a non independent director of the sixth board of directors of the company;
7.03 elect Mr. Zhou Bo as a non independent director of the sixth board of directors of the company;
7.04 elect Ms. Wei Wei as a non independent director of the sixth board of directors of the company.
8. Review the proposal on the election of independent directors of the sixth board of directors;
8.01 elect Mr. Pan Feng as an independent director of the sixth board of directors of the company;
8.02 elect Mr. Liu Zhonghua as an independent director of the sixth board of directors of the company.
9. Review the proposal on the general election of the board of supervisors of the company;
9.01 elect Mr. Song Wanxiang as the supervisor of the sixth board of supervisors of the company;
9.02 elect Mr. Wu Guangyuan as the supervisor of the sixth board of supervisors of the company;
9.03 elect Mr. Chen binzhang as the supervisor of the sixth board of supervisors of the company.
The above proposal has been deliberated and adopted at the 40th meeting of the 5th board of directors and the 27th meeting of the 5th board of supervisors held on February 16, 2022. For details, please refer to China Securities News, securities times, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）。
The above proposals 1, 3 and 4 are special resolutions, which shall be adopted by more than 2 / 3 of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
The above proposals 7, 8 and 9 adopt cumulative voting (cumulative voting means that when the general meeting of shareholders elects directors or supervisors, each share has the same voting rights as the number of directors or supervisors to be elected, and the voting rights owned by shareholders can be used intensively). The election of independent directors and non independent directors shall be conducted separately.
The qualification and independence of independent director candidates in the above proposal 8 shall be filed and reviewed by Shenzhen Stock Exchange, and the shareholders’ meeting can vote only if there is no objection.
As a related shareholder, Mr. Chen Xingti needs to avoid voting on the fifth proposal above.
According to the requirements of the rules for the general meeting of shareholders of listed companies, the voting of small and medium-sized investors shall be counted separately for the proposal of this general meeting of shareholders (small and medium-sized investors refer to shareholders other than the following shareholders: ① directors, supervisors and senior managers of the listed company; ② shareholders who individually or jointly hold more than 5% of the shares of the listed company). 3、 Proposal Code: proposal code table of this shareholders’ meeting:
remarks
proposal
Proposal Name: the column code checked in this column
Can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on Amending the articles of association √
2.00 proposal on the application of the company and its subsidiaries for bank credit √
On the guarantee provided by the company for its subordinate companies to apply for bank credit
Proposal of 3.00 √
On the application for bank credit and corporate governance of the subsidiary company Gem Co.Ltd(002340) in Hong Kong
4.00 discussion on the guarantee provided by the company and its subsidiary Jingmen Gem Co.Ltd(002340) √
Case
5.00 proposal on daily connected transactions in 2022 √
6.00 proposal on purchasing directors, supervisors and senior managers’ liability insurance √
Cumulative voting proposals 7, 8 and 9 are equal elections
7.00 number of candidates for the proposal on the election of non independent directors of the sixth board of directors (4)
Elect Mr. Xu Kaihua as a non independent director of the sixth board of directors of the company
7.01 √
7.02 elect Ms. Wang Min as a non independent director of the sixth board of directors √
7.03 elect Mr. Zhou Bo as a non independent director of the sixth board of directors √
7.04 elect Ms. Wei Wei as a non independent director of the sixth board of directors √
8.00 number of candidates for the proposal on the election of independent directors of the sixth board of directors (2)
8.01 elect Mr. Pan Feng as an independent director of the sixth board of directors of the company √
8.02 elect Mr. Liu Zhonghua as the independent director of the sixth board of directors of the company √
9.00 number of persons to be elected in the proposal on the general election of the board of supervisors of the company (3)
9.01 elect Mr. Song Wanxiang as the supervisor of the sixth board of supervisors √
9.02 elect Mr. Wu Guangyuan as the supervisor of the sixth board of supervisors √
9.03 elect Mr. Chen binzhang as the supervisor of the sixth board of supervisors √
4、 Meeting registration measures
(I) registration time: 9:00 ~ 17:00 on March 7, 2022
(II) registration method:
1. If the legal representative attends the meeting on behalf of the legal person shareholder, he / she shall present his / her ID card, identity certificate of the legal representative and securities account card;
2. If the agent entrusted by the legal representative attends the meeting on behalf of the corporate shareholder, the agent shall present his ID card, written power of attorney issued by the legal representative of the corporate shareholder unit according to law and securities account card;
3. If individual shareholders attend the meeting in person, they shall show their ID card or other valid certificates or certificates that can indicate their identity and securities account card;
4. If an agent attends the meeting on behalf of an individual shareholder, he / she shall present his / her valid ID card, the shareholder’s power of attorney signed by the principal and the securities account card;
5. Those attending the meeting shall show the power of attorney and the original of their ID card specified above to the registration office of the general assembly, and submit copies of the certificates specified above to the registration office of the general assembly.
Non local shareholders can register by letter or fax. The letter or fax shall contain the documents and materials of the above contents (the letter or fax shall reach the company before 17:00 on March 7, 2022)
(III) registration place: Gem Co.Ltd(002340) Securities Department
Mailing address: 20 / F, block a, Rongchao Binhai building, haixiu Road, Bao’an District, Shenzhen
Postal Code: 518101
Tel: 0755-33386666
Designated Fax: 0755-33895777
Contact: Ouyang Mingzhi, he Yang
5、 Specific operation process of participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system (address: http://wltp.cn.info.com.cn. ）Participate in voting and specify matters related to online voting. Please refer to Annex 1 for the contents and format of specific operations involved in online voting. 6、 Other matters
1. The meeting lasts for half a day, and the board and lodging expenses and transportation expenses of the participating shareholders shall be borne by themselves;
2. All shareholders are requested to assist the staff in the registration work and attend the meeting at that time. 7、 Documents for future reference
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.
It is hereby announced
Gem Co.Ltd(002340) Appendix 1 of the board of directors on February 16, 2002:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code and voting abbreviation of ordinary shares: the voting code is “362340”, and the voting abbreviation is “green voting”;
2. Fill in the voting opinions or election votes.
For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain;
For cumulative voting proposals, fill in the number of election votes cast for a candidate. The shareholders of a listed company shall vote within the limit of the number of election votes of each proposal group they have. If the number of election votes cast by shareholders exceeds the number of election votes they have, or if the number of votes cast in the differential election exceeds the number of candidates, their election votes cast by the proposal group shall be deemed invalid. If you do not agree with a candidate, you can vote 0 for the candidate.
List of election votes for candidates under cumulative voting system
Fill in the number of election votes cast for candidates
Vote X1 for candidate a
Vote x2 for candidate B
