Securities code: 688625 securities abbreviation: Gch Technology Co.Ltd(688625) Announcement No.: 2022-004 Gch Technology Co.Ltd(688625)
Announcement of resolutions of the 14th meeting of the second board of supervisors
The board of supervisors and all members of the board of supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear legal responsibility for the authenticity, accuracy and integrity of the contents according to law.
1、 Meetings of the board of supervisors
(I) Gch Technology Co.Ltd(688625) (hereinafter referred to as “the company”) the 14th meeting of the second board of supervisors sent a notice to all supervisors by e-mail, personal delivery and telephone on February 11, 2022; The meeting was held at 14:30 p.m. on February 23, 2022 in the conference room in a combination of on-site and communication.
(II) 3 supervisors should be present at the meeting and 3 supervisors actually present. The meeting was presided over by Ms. He Jiebing, chairman of the board of supervisors, and some senior managers of the company attended the meeting as nonvoting delegates.
(III) the meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
After careful deliberation and voting, the attending supervisors formed the following resolutions:
(I) deliberated and passed the proposal on the company’s participation in investment funds and related party transactions
The company intends to participate in the investment of the target fund with its own funds as a limited partner, with a subscribed capital of no more than RMB 100 million and a subscribed capital of RMB 70 million for the first time, accounting for no more than 5% of the total subscribed capital of the final fund. The fund scale shall be subject to the final raised amount, and the proportion of shares held by the company shall be finally determined by the fund scale. The pricing of this investment mainly follows the principle of fairness and rationality. The company and other investors subscribe the fund shares of the investment fund in cash, and determine the proportion of shares held in the investment fund according to their respective contribution proportion. The investment pricing follows the principles of openness, fairness, impartiality and market-oriented pricing, and will not damage the interests of the company and shareholders.
The general partner of the subject fund invested by the company this time is Suzhou Guyu HaoChen equity investment management partnership (limited partnership) (hereinafter referred to as “HaoChen equity management”), and Lin zheying indirectly holds about 80% of the shares of HaoChen equity management, and is the actual controller of the general partner of the subject fund. In addition, Lin zheying holds more than 90% of the shares of the fund manager “Suzhou Guyu Haoting private equity fund management partnership (limited partnership)” (hereinafter referred to as “Haoting private equity management”), and is the actual controller of Haoting private equity management. Lin zheying is the outgoing director of the company who has left office for less than 12 months. His family members indirectly hold 13.37% of the company’s total share capital through the company’s shareholder Shanghai Kehui Investment Management Co., Ltd. Therefore, Lin zheying, HaoChen equity management and Haoting private placement management are related parties of the company. Gch Technology Co.Ltd(688625) and related party HaoChen equity management jointly invest in the fund, forming a related party transaction. This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
After deliberation, the company’s participation in this fund subscription with its own funds is in line with the company’s development strategy on the premise of ensuring the stable operation of its main business and the relatively controllable risk of capital investment. This transaction is in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association of the company. The transaction price is fair and reasonable, and there is no damage to the interests of listed companies and shareholders, especially minority shareholders. The voting procedure for the board of directors to consider this proposal is legal. The voting was as follows:
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
The contents of this proposal are detailed in the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 24, 2022 Announcement on the company’s participation in investment funds and related party transactions (Announcement No.: 2022-003).
(II) deliberated and passed the proposal on the general election of the board of supervisors and the nomination of candidates for non employee supervisors of the third board of supervisors
The term of office of the second board of supervisors of the company is about to expire. According to the company law, the articles of association and other relevant provisions, the board of supervisors of the company needs to be elected. It is proposed to nominate Guan Fangwen and Chen Shuxian as Gch Technology Co.Ltd(688625) candidates for non employee representative supervisors of the third board of supervisors (see the annex for resume) for a term of three years. The term of office of the third board of supervisors is from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022 to the date of expiration of the third board of supervisors. After the above two candidates for non employee representative supervisors are considered and approved by the general meeting of shareholders, they will form the third board of supervisors together with the employee representative supervisors elected by the employee representative meeting of the company. The voting was as follows:
The supervisors present at the meeting voted on the above candidates one by one, and the results are as follows:
1. Nominate Mr. Guan Fangwen as the candidate of non employee representative supervisor of the third board of supervisors of the company.
Voting results: 3 in favor, 0 against and 0 abstention.
2. Ms. Chen Shuxian is nominated as the candidate of non employee representative supervisor of the third board of supervisors of the company.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and election by cumulative voting system.
According to relevant regulations, in order to ensure the normal operation of the board of supervisors, the existing supervisors of the second board of supervisors will continue to perform their duties until the date of the new board of supervisors.
The contents of this proposal are detailed in the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 24, 2022 Announcement on the general election of the board of supervisors (Announcement No.: 2022-006). It is hereby announced.
Gch Technology Co.Ltd(688625) board of supervisors February 24, 2022
