Securities code: The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) securities abbreviation: Cultural Great Wall Announcement No.: 2022029 The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089)
Announcement of resolutions of the 10th 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.
The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) (hereinafter referred to as “the company”) the 10th meeting of the 5th board of directors was held by means of communication voting at 9:30 a.m. on February 28, 2022. The number of directors who should attend the meeting is 5, and the actual number of directors attending the meeting is 5. The meeting was presided over by Chairman Sun Guangming. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The independent directors of the company considered that the information contained in proposal 1 on the nomination of independent directors by shareholders was incomplete, so the board of directors decided to suspend the consideration of two proposals; In the evening of February 28, 2022, the shareholders added complete relevant supporting materials to the board of directors, and the board of directors decided to vote again on March 1, 2022.
The meeting has been notified to all directors by e-mail on February 27, 2022. All directors attending the meeting have known the necessary information related to the matters discussed. The meeting was held in accordance with laws, administrative regulations, departmental rules, normative documents and the articles of association.
After deliberation by the directors present at the meeting, the following proposals were considered and adopted by open ballot:
1、 The proposal on the nomination of independent directors by shareholders was not adopted after deliberation
In view of Mr. Zhang Congjian’s resignation as an independent director of the 5th board of directors of the company for personal reasons, the shareholder Huang Huaqing recommended Ms. Li Xiang to the company as an independent director candidate of the 5th board of directors of the company. At the same time, Ms. Li Xiang will serve as the chairman of the audit committee of the company, and her term of office will be from the date of deliberation and approval of the shareholders’ meeting to the expiration of the 5th board of directors.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 2 affirmative votes, 0 negative votes and 3 abstention votes.
Reason for director Sun Guangming’s abstention: 2022 is a special year for the Great Wall. The selection of independent directors is a very cautious and important work for the company. I respect the nomination right of shareholders. However, in view of the current situation and problems of listed companies and in combination with the work resume of independent director candidate Li Xiang, I cannot confirm that the candidate has rich experience and other relevant abilities, so I choose to abstain.
Reason for director Zhang Yuchen’s abstention: the listed company is in a special period at this stage and urgently needs auditors with accounting firm experience to serve as independent directors and head of the company’s audit committee. According to the personal resume submitted at present, I can’t judge whether they are competent for this position, However, I still thank the shareholders for their recommendation and their active participation in the by election of independent directors by listed companies, so I choose to abstain.
Reasons for Director Mao Weiping’s abstention: for the candidate Ms. Li Xiang, based on the information displayed at the current meeting, I can’t have an in-depth understanding of her working ability or judge whether Ms. Li Xiang understands the current situation of the Great Wall. Based on the plight of the whole listed company, I can’t judge whether she is competent for the post. Based on the principle of prudence, I make the choice of abstention.
2、 The proposal on determining the convening of the company’s second extraordinary general meeting in 2022 was deliberated and adopted. The board of directors of the company proposed to convene the company’s second extraordinary general meeting in 2022, but the time has not been determined. Now it is proposed that the second extraordinary general meeting in 2022 be held on March 18, 2022.
Voting results: 5 affirmative votes, 0 negative votes and 0 abstention votes.
It is hereby announced.
The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) board of directors March 1, 2022
