Securities code: 000555 securities abbreviation: Digital China Information Service Company Ltd(000555) Announcement No.: 2022-011 Digital China Group Co.Ltd(000034) Information Service Co., Ltd
Announcement on the resolution of the second extraordinary meeting of the ninth board of directors 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.
1、 Meetings of the board of directors
Digital China Group Co.Ltd(000034) the notice of the second extraordinary meeting of the ninth board of directors in 2022 of information services Co., Ltd. (hereinafter referred to as “the company” or “the company”) was sent to all directors by e-mail on February 17, 2022, and the meeting was held by a combination of on-site and video Conference on February 18, 2022. There were 10 directors who should attend the meeting and 10 directors who actually attended the meeting. Among them, Mr. Wang Wei, an independent director, entrusted Ms. Luo Ting, an independent director, to vote on his behalf. Chairman Guo Wei presided over the meeting, and some senior executives of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the appointment of senior managers of the company;
In order to ensure the sustainable and stable development of the company’s business, after the qualification examination of the nomination committee of the ninth board of directors, the board of directors agreed to appoint the following senior managers:
1. Appoint Mr. Li Hongchun as the president of the company;
2. Appoint Mr. Zhao Wenfu as the executive vice president of the company;
3. Appoint Mr. Liu Weigang as the chief financial officer and Secretary of the board of directors of the company. Before the meeting of the board of directors, the qualification of Mr. Liu Weigang as secretary of the board of directors has been reviewed by Shenzhen stock exchange without objection;
4. Appoint Ms. Li Kanya, Mr. Yu Hongzhi, Mr. Dai Ke, Mr. Liu Hong, Mr. Hao Jinrui, Mr. Yan Guangming, Mr. Chen Dalong, Mr. Sun Jiangang, Mr. Ma Hongjie and Ms. Zhang Yunfei as the vice presidents of the company; Mr. Yu Ding was appointed as the president of the company’s North District and Mr. Tang Zhifeng as the president of the company’s south district.
The resumes of the above senior managers are attached, and the term of office is the same as that of the ninth board of directors of the company. The independent directors of the company expressed their independent opinions on this.
Voting results: 10 votes, 10 affirmative votes, 0 negative votes and 0 abstention votes. The motion was passed. (II) deliberated and passed the proposal on the appointment of securities affairs representatives of the company;
In order to assist the Secretary of the board of directors in carrying out his work, the board of directors of the company agreed to appoint Ms. sun Duanyang (attached with her resume) as the representative of the company’s securities affairs, and the term of office is the same as that of the ninth board of directors of the company.
Voting results: 10 votes, 10 affirmative votes, 0 negative votes and 0 abstention votes. The motion was passed.
The contact information of the Secretary of the board of directors and securities affairs representative of the company is as follows:
Tel.: 010-61853676
Email: dcits- [email protected].
Mailing address: the capital strategy Department (III) of Digital China Information Service Company Ltd(000555) building, building 18, Yuandong District, No. 10, northwest Wangdong Road, Haidian District, Beijing deliberated and approved the proposal on providing guarantee for the financing of holding subsidiaries according to the proportion of capital contribution;
Smart Shenzhou Tianrong (Beijing) Monitoring Technology Co., Ltd. (hereinafter referred to as “smart Tianrong”) is a 65% holding subsidiary of Digital China Group Co.Ltd(000034) system integration services Co., Ltd. (hereinafter referred to as “system integration”), a wholly-owned subsidiary of the company. In order to meet the financial needs of smart Tianrong’s operation and development, system integration plans to hold 65% of the shares, Provide joint and several liability guarantee with a maximum amount of no more than RMB 56.94 million for the project funds to be raised by smart Tianrong and the issuance of bank guarantee totaling RMB 87.6 million. When the actual loan is issued and the guarantee is signed and the bank guarantee is issued, the guarantee amount, guarantee period, guarantee rate and other contents are integrated by the system Smart Tianrong negotiated with relevant financial institutions within the above limit and authorized relevant business leaders to sign relevant contracts. Relevant guarantee matters shall be subject to the formal signing of guarantee documents.
The independent directors expressed their independent opinions agreed. For the specific contents of the above matters, please refer to the securities times and cninfo (www.cn. Info. Com. CN) on the same day Announcement on providing guarantee for the financing of holding subsidiaries according to the proportion of capital contribution disclosed on the.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
Voting results: 10 votes, 10 affirmative votes, 0 negative votes and 0 abstention votes. The motion was passed.
(IV) deliberated and passed the proposal on joint investment and related party transactions with related parties;
The board of directors agreed that the wholly-owned subsidiary of the company, Beijing Shenzhou Digital Technology Co., Ltd. (hereinafter referred to as “Shenzhou digital”), Mr. Guo Wei, Puyi smart cloud technology (Chengdu) Co., Ltd. (hereinafter referred to as “the subject company”) and their existing shareholders jointly signed the investment agreement, With its own capital of 2.4 million yuan, Shenzhou digital subscribed for the new registered capital of the target company of 2823400 yuan, and Mr. Guo Wei contributed 600000 yuan to subscribe for the new registered capital of the target company of 7058500 yuan. After the completion of the above capital increase, Shenzhou digital and Mr. Guo Wei respectively held 2.7273% and 0.6818% of the equity of the target company. From the payment date of the above capital increase to December 31, 2023, if the subject company refinances on the terms agreed in this agreement, Shenzhou digital will continue to increase the capital of 5 million yuan to the subject company to subscribe for the corresponding additional equity issued by the subject company.
Mr. Guo Wei is the chairman of the company. According to the Shenzhen Stock Exchange Stock Listing Rules (revised in 2022) and other relevant provisions, this joint investment constitutes a connected transaction, and Mr. Guo Wei has avoided voting. The independent directors expressed their prior approval opinions and independent opinions. The details of the above matters are detailed in the securities times and cninfo (www.cn. Info. Com. CN) on the same day Announcement on joint investment and related party transactions with related parties disclosed on.
Voting results: 9 votes, 9 affirmative votes, 0 negative votes and 0 abstention votes. Mr. Guo Wei has avoided voting. The bill was passed.
(V) the proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted.
In accordance with the relevant provisions of the company law, the securities law, the rules for the general meeting of shareholders of listed companies and the articles of association, the board of directors of the company is scheduled to hold the second extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting on March 8, 2022. Review the proposal on providing guarantee for the financing of holding subsidiaries according to the proportion of capital contribution. The details of the above matters are detailed in the securities times and cninfo (www.cn. Info. Com. CN) on the same day Notice on convening the second extraordinary general meeting of shareholders in 2022 disclosed.
Voting results: 10 votes, 10 affirmative votes, 0 negative votes and 0 abstention votes. The motion was passed.
3、 Documents for future reference
1. Resolutions of the second extraordinary meeting of the ninth board of directors in 2022;
2. Prior approval opinions and independent opinions of independent directors.
It is hereby announced.
Board of directors of Digital China Group Co.Ltd(000034) Information Service Co., Ltd. February 19, 2022 Annex: resume
Li Hongchun, male, 55 years old. In July 1988, he graduated from Beijing University of technology with a bachelor’s degree in engineering. He once served as executive vice president, vice president and President of integrated SBU of Digital China Group Co.Ltd(000034) Information Service Co., Ltd; He is currently the director and President of the company, general manager of SBG financial marketing center, Digital China Group Co.Ltd(000034) director of Rongxin cloud Technology Service Co., Ltd., director of Beijing Shenzhou Bangbang Technology Service Co., Ltd., chairman of the board of supervisors of Tianjin Guoke Quantum Technology Co., Ltd.
Mr. Li Hongchun is not under the circumstances specified in Article 146 of the company law; There is no case that the CSRC has taken measures to prohibit entry into the securities market and the period has not expired; If the term of office of director or manager of the listed company has not expired, it is not suitable for the stock exchange to serve as a director or manager of the listed company; Not subject to the administrative punishment of the CSRC; Has not been publicly condemned or criticized by the stock exchange for more than three times; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; Not publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or included in the list of dishonest Executees by the people’s court; There is no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company; Holding 1 million shares of listed companies (restricted shares of equity incentive in 2019); Compliance with relevant laws, regulations and administrative documents.
Zhao Wenfu, male, 49, graduated from Xi’an Jiaotong University in July 1994 with a bachelor’s degree in engineering; He graduated from Tianjin University in April 1997 with a master’s degree in engineering. He has successively served as senior project manager of Digital China Group Co.Ltd(000034) Software Co., Ltd., general manager of product / system service department, Digital China Group Co.Ltd(000034) vice president of Guofeng Software Co., Ltd., financial SBU project director of Digital China Group Co.Ltd(000034) Information Service Co., Ltd., general manager of urban commercial bank business department, vice president of SBU, executive vice president of SBU, Digital China Group Co.Ltd(000034) vice president of Information Service Co., Ltd Digital China Group Co.Ltd(000034) director of Rongxin cloud Technology Service Co., Ltd. and general manager of financial products and delivery center; He is now the executive vice president of Digital China Group Co.Ltd(000034) Information Service Co., Ltd. and the president of the Engineering Institute.
Mr. Zhao Wenfu is not under the circumstances specified in Article 146 of the company law; There is no case that the CSRC has taken measures to prohibit entry into the securities market and the period has not expired; There is no situation that the stock exchange publicly determines that it is not suitable to serve as directors, supervisors and senior managers of listed companies, and the term has not expired; Not subject to the administrative punishment of the CSRC; Has not been publicly condemned or criticized by the stock exchange for more than three times; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; Not publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or included in the list of dishonest Executees by the people’s court; There is no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company; Holding 500000 shares of listed companies; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules and normative documents.
Liu Weigang, male, 36, graduated from Renmin University of China in June 2008 with a bachelor’s degree in economics; He received a master’s degree in economics from Renmin University of China in December 2015; Obtained the qualification certificate of secretary of the board of directors in April 2014. He has successively served as the investment manager of the financial services division of Digital China Group Co.Ltd(000034) Holding Co., Ltd., the investment manager of the enterprise development department, the securities affairs representative and investment director of the Capital Securities Department of Digital China Group Co.Ltd(000034) Information Services Co., Ltd., the general manager of the capital securities department and the general manager of the investment management department; He is currently the chief financial officer and Secretary of the board of directors of the company, director or executive director of subordinate subsidiaries, etc.
Mr. Liu Weigang is not under the circumstances specified in Article 146 of the company law; There is no case that the CSRC has taken measures to prohibit entry into the securities market and the period has not expired; There is no situation that the stock exchange publicly determines that it is not suitable to serve as directors, supervisors and senior managers of listed companies, and the term has not expired; Not subject to the administrative punishment of the CSRC; Has not been publicly condemned or criticized by the stock exchange for more than three times; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; Not publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or included in the list of dishonest Executees by the people’s court; There is no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company; Holding 300000 shares of listed companies; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules and normative documents.
Li Kanya, female, aged 48, graduated from the University of Hong Kong in July 2015 with a Postgraduate Diploma in organization and human resources management. He has successively served as the manager of the recruitment and deployment Department of the human resources department of Digital China Group Co.Ltd(000034) (China) Co., Ltd., the director of human resources in North District, the deputy general manager of human resources of the group, the deputy director of the enterprise planning office of Digital China Group Co.Ltd(000034) Information Service Co., Ltd. and the general manager of human resources and administration department; He is currently the vice president of the company, general manager of human resources and administration department, director or executive director of subordinate subsidiaries, etc.
Ms. Li Kanya is not under the circumstances stipulated in Article 146 of the company law; There is no case that the CSRC has taken measures to prohibit entry into the securities market and the period has not expired; There is no situation that the stock exchange publicly determines that it is not suitable to serve as directors, supervisors and senior managers of listed companies, and the term has not expired; Not subject to the administrative punishment of the CSRC; Has not been publicly condemned or criticized by the stock exchange for more than three times; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; Not publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or included in the list of dishonest Executees by the people’s court; There is no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company; Holding 500000 shares of listed companies; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules and normative documents.
Yu Hongzhi, male, 47, graduated from the University of science and technology of China in July 1998 with a bachelor’s degree in engineering. He once served as the project director of financial SBU of Digital China Group Co.Ltd(000034) Information Services Co., Ltd., general manager of business solutions department, CTO of the company, President of Engineering Institute and deputy general manager of financial products and delivery center. Now he is the vice president of the company and general manager of financial products and delivery center.
Mr. Yu Hongzhi is not under the circumstances specified in Article 146 of the company law; There is no case that the CSRC has taken measures to prohibit entry into the securities market and the period has not expired; There is no situation that the stock exchange publicly determines that it is not suitable to serve as directors, supervisors and senior managers of listed companies, and the term has not expired; Not subject to the administrative punishment of the CSRC; Has not been publicly condemned or criticized by the stock exchange for more than three times; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; no
