Securities code: 002340 securities abbreviation: Gem Co.Ltd(002340) Announcement No.: 2022-010 Gem Co.Ltd(002340)
Announcement on the general election of the board of directors of the company
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.
Whereas the term of office of the Fifth Board of directors of Gem Co.Ltd(002340) (hereinafter referred to as “the company”) will expire on March 20, 2022, according to the company law, the articles of association, the rules for independent directors of listed companies and other relevant provisions, the company held the 40th meeting of the Fifth Board of directors on February 16, 2022, The proposal on the election of non independent directors of the sixth board of directors and the proposal on the election of independent directors of the sixth board of directors were reviewed and adopted. 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, 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 board of directors nominated Mr. Pan Feng and Mr. Liu Zhonghua as independent director candidates of the sixth board of directors of the company. The resumes of non independent director candidates and independent director candidates are 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 the non independent directors Mr. Chen Xingti, Mr. Wu Haofeng and independent director Mr. Wu Shujie for their contributions to the company during their tenure! Non independent directors Mr. Chen Xingti, Mr. Wu Haofeng and independent director Mr. Wu Shujie 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.
This proposal must be submitted to the first extraordinary general meeting of the company in 2022 for deliberation and voting. The election of non independent directors and independent directors at the general meeting of shareholders will be voted separately by cumulative voting system.
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 of the company, vice president of China Circular Economy Association, executive director of Fengcheng xinyuanxing New Material 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, majored in civil and commercial law from Renmin University of China. He once served as vice president of Citic Securities Company Limited(600030) compliance department, managing director of pioneer Guosheng Investment Fund Management Co., Ltd., Beijing Centergate Technologies (Holding) Co.Ltd(000931) investment director of M & a master fund, and general manager of Chaowei Zhiming (Hengqin) Investment Management Co., Ltd. He is now the deputy general manager of Beijing Jingneng Tongxin Investment Management Co., Ltd. Ms. Wei Wei does not hold the company’s shares 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, Ms. Wei Wei has not been punished by the CSRC and other relevant departments and the stock exchange. 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.
Pan Feng, male, Han nationality, born in August 1963, CPC member, graduated from Tsinghua University, majoring in material physics, with a doctoral degree.
He was an engineer and factory director of Beijing Institute of aeronautical materials. From July 1996 to now, he has been a professor and doctoral supervisor of the school of materials of Tsinghua University. Currently, he is an independent director, Tdg Holding Co.Ltd(600330) independent director and Chongyi Zhangyuan Tungsten Co.Ltd(002378) non independent director of the company. Mr. Pan Feng does not hold the company’s shares 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. Pan Feng 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.
Liu Zhonghua, male, Han nationality, born in July 1965, CPC member, postgraduate degree, Professor of accounting. He once worked in the accounting department of Lanzhou University of Finance and economics and the school of management of Guangdong University of Foreign Studies and foreign trade. Now he is a professor and master’s supervisor of the school of accounting of Guangdong University of Foreign Studies and foreign trade. He is also a member of the Teaching Steering Committee of accounting major of the Ministry of education, a director of China Accounting Society, vice president of China foreign trade and economic accounting society, and executive vice president of Guangdong Management Accountants Association, Executive director of Guangdong accounting society, executive director of Guangdong audit society, and now independent director, Guangdong Provincial Expressway Development Co.Ltd(000429) independent director, Sgis Songshan Co.Ltd(000717) independent director, Luxshare Precision Industry Co.Ltd(002475) independent director of the company. Mr. Liu Zhonghua does not hold the company’s shares and has no relationship with the company’s directors, supervisors, senior managers, shareholders and actual controllers holding more than 5% of the company’s shares. According to the investigation, Mr. Liu Zhonghua has not been punished by the CSRC and other relevant departments or the stock exchange. He does not have the situation of directors in the company law, the articles of association or the Shenzhen Stock Exchange. He is not a person subject to dishonesty.
