Securities code: 002340 securities abbreviation: Gem Co.Ltd(002340) Announcement No.: 2022-007 Gem Co.Ltd(002340)
Announcement of resolutions of the 40th meeting of the 5th board of directors
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.
1、 Meetings of the board of directors
The notice of the 40th meeting of the 5th board of directors of Gem Co.Ltd(002340) (hereinafter referred to as “the company”) was sent to all directors of the company in writing, fax or e-mail on February 10, 2022. The meeting was held in the conference room of Jingmen Gem Co.Ltd(002340) new materials Co., Ltd. by on-site voting on February 16, 2022. There are 8 directors who should attend the meeting and 8 directors who actually attend the meeting. If the number of directors attending the meeting exceeds half of the total number of directors, the voting is valid. The meeting was presided over by Mr. Xu Kaihua, chairman of the company. The time, place and method of the meeting were in line with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
2、 Deliberations of the board meeting
1. The meeting deliberated and adopted the proposal on Amending the articles of association with 8 affirmative votes, 0 negative votes and 0 abstention.
In order to further improve the standard governance level of the company and safeguard the legitimate rights and interests of the company and shareholders, combined with the actual situation of the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, The company plans to revise some provisions of the articles of association, such as the number of members of the board of directors, and simultaneously revise the relevant provisions of its annexes rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors and rules of procedure of the board of supervisors, and submit to the general meeting of shareholders to authorize the board of directors to go through relevant industrial and commercial change procedures with the industrial and commercial registration authority.
See China Securities News, securities times, Shanghai Securities News, securities daily and cninfo.com for details of the announcement on Amending the articles of association（ http://www.cn.info.com.cn. ）。 The revised articles of association and its annexes rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors and rules of procedure of the board of supervisors are detailed in cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. The meeting considered and adopted the proposal on the election of non independent directors of the sixth board of directors with 8 affirmative votes, 0 negative votes and 0 abstention.
Since the term of office of the Fifth Board of directors of the company will expire on March 20, 2022, according to the company law of the people’s Republic of China, the articles of association and other relevant provisions, the board of directors of the company is composed of 6 directors, including 4 non independent directors. After the review and approval of the nomination committee of the board of directors, the board of directors nominated Mr. Xu Kaihua, Ms. Wang Min, Mr. Zhou Bo Ms. Wei Wei is a non independent director candidate of the sixth board of directors of the company. The resume of the non independent director candidate is shown in the annex, and the term of office is three years from the date of deliberation and approval by the general meeting of shareholders. The total number of directors to be appointed by the company who concurrently serve as the company’s senior management and staff representatives shall not exceed half of the total number of directors of the company.
According to the provisions of the articles of association, in order to ensure the normal operation of the board of directors, before the new director takes office, the original director still earnestly performs his duties as a director in accordance with the requirements of laws, administrative regulations and other normative documents and the provisions of the articles of association. The board of directors of the company expresses heartfelt thanks to Mr. Chen Xingti and Mr. Wu Haofeng, the non independent directors who have left their posts at the expiration of this term, for their contributions to the company during their tenure! Non independent directors Mr. Chen Xingti and Mr. Wu Haofeng will not hold any position in the company after leaving office.
The independent directors of the company have expressed independent opinions on this proposal. See cninfo.com, the designated information disclosure media of the company for details（ http://www.cn.info.com.cn. ）。
This proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation. The general meeting of shareholders will adopt the voting method of cumulative voting system, and the voting of independent directors and non independent directors will be conducted separately.
3. The meeting considered and adopted the proposal on the election of independent directors of the sixth board of directors with 8 affirmative votes, 0 negative votes and 0 abstention.
Since the term of office of the Fifth Board of directors of the company will expire on March 20, 2022, according to the company law of the people’s Republic of China, the articles of association, the rules for independent directors of listed companies and other relevant provisions, the board of directors of the company is composed of 6 directors, including 2 independent directors. After being reviewed and approved by the nomination committee of the board of directors of the company, the board of directors nominated Mr. Pan Feng Mr. Liu Zhonghua is an independent director candidate of the sixth board of directors of the company. The resume of the independent director candidate is shown in the annex. The term of office of the independent director candidate is three years from the date of deliberation and approval by the general meeting of shareholders.
According to the provisions of the articles of association, in order to ensure the normal operation of the board of directors, before the new director takes office, the original director still earnestly performs his duties as a director in accordance with the requirements of laws, administrative regulations and other normative documents and the provisions of the articles of association. The board of directors of the company expresses its heartfelt thanks to Mr. Wu Shujie, the independent director who left office at the expiration of this term, for his contribution to the company during his tenure! Mr. Wu Shujie, an independent director, will not hold any position in the company after leaving office.
Independent director candidates Mr. Pan Feng and Mr. Liu Zhonghua have obtained the qualification certificate of independent director. After the qualification and independence of independent director candidates are reviewed by Shenzhen Stock Exchange, they will be submitted to the general meeting of shareholders together with the company’s non independent director candidates for deliberation.
For the statement of independent director candidates and the statement of independent director nominees, please refer to cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）。 The independent directors of the company have expressed independent opinions on this proposal. See cninfo.com, the designated information disclosure media of the company for details（ http://www.cn.info.com.cn. ）。
This proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation. The general meeting of shareholders will adopt the voting method of cumulative voting system, and the voting of independent directors and non independent directors will be conducted separately.
4. The meeting deliberated and adopted the proposal on the application for bank credit by the company and its subsidiaries with 8 affirmative votes, 0 negative votes and 0 abstention.
See China Securities News, securities times, Shanghai Securities News, securities daily and cninfo.com for details of the announcement on the application for bank credit by the company and its subsidiaries（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5. The meeting deliberated and adopted the proposal on the company providing guarantee for subordinate companies to apply for bank credit with 8 affirmative votes, 0 negative votes and 0 abstention.
See China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com, the information disclosure media designated by the company, for details of the announcement on the company providing guarantee for the application of bank credit extension by its subsidiaries（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
6. The meeting deliberated and adopted the proposal on the application for bank credit by the subsidiary company Gem Co.Ltd(002340) Hong Kong and the guarantee provided by the company and its subsidiary company Jingmen Gem Co.Ltd(002340) with 8 affirmative votes, 0 negative votes and 0 abstention.
For details of the announcement on the subsidiary company Gem Co.Ltd(002340) applying for bank credit in Hong Kong and the guarantee provided by the company and its subsidiary company Jingmen Gem Co.Ltd(002340) , please refer to China Securities News, securities times, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
7. The meeting deliberated and adopted the proposal on daily connected transactions in 2022 by 6 votes in favor, 0 against and 0 abstention.
See China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com, the designated information disclosure media of the company, for details of the announcement on the expected daily connected transactions in 2022（ http://www.cn.info.com.cn. ）。
The independent directors gave their prior approval and independent opinions on the matter. For details, see cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）。
Related directors Mr. Chen Xingti and Mr. Pan Feng have avoided voting.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
8. The meeting deliberated the proposal on purchasing the liability insurance of directors, supervisors and senior managers.
In order to improve the company’s risk control system, 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, it is proposed to purchase liability insurance for the relevant responsible personnel of the company and the directors, supervisors and senior personnel of the company in accordance with the standards for the governance of listed companies and other relevant provisions of the CSRC.
See China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com, the designated information disclosure media of the company, for details of the announcement on purchasing directors’ and supervisors’ high liability insurance（ http://www.cn.info.com.cn. ）。
The independent directors of the company have expressed independent opinions on this proposal. See cninfo.com, the designated information disclosure media of the company for details（ http://www.cn.info.com.cn. ）。
All directors abstained from voting on this proposal, which will be directly submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
9. The meeting deliberated and adopted the proposal on the notice of convening the first extraordinary general meeting of shareholders in 2022 with 8 affirmative votes, 0 negative votes and 0 abstention.
For details of the notice on convening the first extraordinary general meeting of shareholders in 2022, please refer to China Securities News, securities times, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）。
3、 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) board of directors February 16, 2002 Annex: resume
Xu Kaihua, male, Han nationality, born in February 1966, is a member of the Communist Party of China, a graduate student majoring in metallurgical materials of Central South University, a part-time professor of Central South University and the founder of the company. He has been engaged in teaching and research at Central South University and has conducted short-term cooperative research with Yamamoto Research Office of Tokyo University (employed as a senior researcher). He is now the chairman and general manager of the company, vice president of China Circular Economy Association, executive director of Fengcheng xinyuanxing new materials Co., Ltd. and supervisor of Shenzhen HUIFENGYUAN Investment Co., Ltd. Mr. Xu Kaihua holds 60% equity of the company’s shareholder Shenzhen HUIFENGYUAN Investment Co., Ltd. and 31.465% equity of the company’s shareholder Fengcheng xinyuanxing new materials Co., Ltd. Meanwhile, Mr. Xu Kaihua directly holds 6805380 shares of the company. Mr. Xu Kaihua and Ms. Wang Min, the director of the company, are husband and wife, and they are the actual controllers of the company. After investigation, Mr. Xu Kaihua has not been punished by the CSRC and other relevant departments and the stock exchange. He is not allowed to serve as a director of the company as stipulated in the company law, the articles of association and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. He is not a dishonest person.
Wang Min, female, Han nationality, born in January 1959, CPC member, accountant and one of the founders of the company. He once served as the chief of the finance section of the medium sector plant of Anhui Maanshan Iron and Steel Co., Ltd., the financial manager of the subsidiary company of Shenzhen China Vanke Co.Ltd(000002) , the chief financial officer of the subsidiary company of Shenzhen Zhongwu group, and the deputy general manager of Shenzhen Zhongjin high energy battery materials Co., Ltd. He has successively served as the director and executive deputy general manager of the company, and is now the director of the company and the executive director of Shenzhen HUIFENGYUAN Investment Co., Ltd. Ms. Wang Min holds 40% equity of the company’s shareholder Shenzhen HUIFENGYUAN Investment Co., Ltd. and 1.9162% equity of the company’s shareholder Fengcheng xinyuanxing new materials Co., Ltd. at the same time, Ms. Wang Min directly holds 8457155 shares of the company’s shares. She is husband and wife with Mr. Xu Kaihua, the chairman of the company. They are the actual controllers of the company and sister to Ms. Wang Jian, the supervisor of the company. After investigation, Ms. Wang Min has not been punished by the CSRC and other relevant departments and the stock exchange, and there is no situation that she is not allowed to serve as a director of the company as stipulated in the company law, the articles of association and the guidelines for self discipline supervision of listed companies of Shenzhen Stock exchange No. 1 – standardized operation of listed companies on the main board. She is not a dishonest person.
Zhou Bo, male, Han nationality, born in July 1968, graduated from the MBA seminar of Renmin University of China, engineer. He once served as the manager and engineer of the business department of Baosteel Group Chaoyang precision strip Co., Ltd., the manager of the marketing department of Shenzhen Zhongjin high energy battery materials Co., Ltd., successively served as the deputy general manager of the company, and now serves as the chairman of the board of supervisors of the company. Mr. Zhou Bo holds 1239000 shares of the company, and has no relationship with the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares and actual controllers. After investigation, Mr. Zhou Bo has not been punished by the CSRC and other relevant departments and the stock exchange. He is not allowed to serve as a director of the company as stipulated in the company law, the articles of association and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. He is not a dishonest person.
Wei Wei, female, Han nationality, born in February 1983, is a member of the Communist Party of China and a graduate student majoring in civil and commercial law from Renmin University of China. Former vice president of Citic Securities Company Limited(600030) compliance department
