Securities code: 002340 securities abbreviation: Gem Co.Ltd(002340) Announcement No.: 2022-008 Gem Co.Ltd(002340)
Announcement of the resolution of the 27th meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
On February 16, 2022, the 27th meeting of the Fifth Board of supervisors of Gem Co.Ltd(002340) (hereinafter referred to as “the company”) was held by on-site voting in the conference room of Jingmen Gem Co.Ltd(002340) new materials Co., Ltd., and the meeting notice was sent to all supervisors by fax or e-mail on February 10, 2022. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attend the meeting. If the number of supervisors attending the meeting exceeds half of the total number of supervisors, the voting is valid. The meeting was presided over by Mr. Zhou Bo, chairman of the board of supervisors. 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、 Deliberation at the meeting of the board of supervisors
1. The meeting deliberated and adopted the proposal on the general election of the board of supervisors of the company with 3 affirmative votes, 0 negative votes and 0 abstention.
Since the term of office of the Fifth Board of supervisors 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 sixth board of supervisors of the company is composed of five supervisors. The board of supervisors nominated Mr. song Wanxiang, Mr. Wu Guangyuan and Mr. Chen binzhang as candidates for shareholder representative supervisors of the sixth board of supervisors of the company, The sixth board of supervisors of the company will be formed together with the employee representative supervisors elected by the employee congress of the company. The term of office is three years from the date of deliberation and approval by the general meeting of shareholders. See the appendix for the resumes of Mr. Song Wanxiang, Mr. Wu Guangyuan and Mr. Chen binzhang.
According to the provisions of the articles of association, in order to ensure the normal operation of the board of supervisors, before the new supervisor takes office, the original supervisor still earnestly performs the duties of supervisor in accordance with the requirements of laws, administrative regulations and other normative documents and the provisions of the articles of association.
This proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation and voting. The general meeting of shareholders will vote on the election of shareholder representative supervisors of the sixth board of supervisors of the company by using the cumulative voting system.
2. The meeting deliberated and adopted the proposal on daily connected transactions in 2022 with 3 affirmative votes, 0 negative votes 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. ）。 This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. 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 News, 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. ）。 All supervisors abstained from voting on this proposal, which will be directly submitted to the company’s first extraordinary general meeting in 2022 for deliberation.
3、 Documents for future reference
The resolution of the 27th meeting of the 5th board of supervisors signed by the participating supervisors and stamped with the seal of the board of supervisors.
It is hereby announced
Gem Co.Ltd(002340) board of supervisors
February 16, 2002
Attachment: resume
Song Wanxiang, male, Han nationality, born in May 1964, graduated from Harbin Institute of technology in accounting, senior accountant. He used to be the manager of the financial department of Shenzhen Zhongjin high energy battery materials Co., Ltd. ( Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) ), the chief financial officer of Guangdong Jiayao Wood Industry Development Co., Ltd. and the chief financial officer of Fenghuo creative Co., Ltd. He joined Gem Co.Ltd(002340) in 2012 and successively served as the chief financial officer, chief financial officer and deputy general manager of Jiangsu kailik cobalt Industry Co., Ltd. Mr. Song Wanxiang holds 292500 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. Upon investigation, Mr. Song Wanxiang has not been punished by the China Securities Regulatory Commission and other relevant departments and the stock exchange. He is not allowed to serve as a supervisor 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.
Wu Guangyuan, male, Han nationality, born in March 1964, graduated from Gannan Normal University (formerly Gannan Normal University), majoring in chemistry, and is a metallurgical engineer. He once served as the director of Jiangxi Ganxian Xishi mine production plant, the production technology director and factory director of Hongsheng Chemical Industry Co., Ltd. He joined Gem Co.Ltd(002340) in 2006 and successively served as assistant general manager, deputy general manager of production, general manager, executive deputy general manager and deputy general manager of Jingmen Gem Co.Ltd(002340) new materials Co., Ltd. Mr. Wu Guangyuan holds 455000 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. Wu Guangyuan has not been punished by the CSRC and other relevant departments and the stock exchange. He is not allowed to serve as a supervisor 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.
Chen binzhang, male, Han nationality, born in August 1963, CPC member, accountant. He used to be the manager of the financial department of Dongguan printing and dyeing Co., Ltd. of Hong Kong Zhengchang (Group) company, the accountant of the financial audit department of Hubei Jinheng certified public accountants Co., Ltd. and the chief financial officer of Hubei Sijiqing Landscape Garden Construction Co., Ltd. He joined Gem Co.Ltd(002340) in 2004 and successively served as the chief financial officer and chief accountant of Jingmen Gem Co.Ltd(002340) new materials Co., Ltd. Mr. Chen binzhang holds 676000 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. Chen binzhang has not been punished by the CSRC and other relevant departments and the stock exchange. He is not allowed to serve as a supervisor 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 person subject to dishonesty.
