Securities code: 000555 securities abbreviation: Digital China Information Service Company Ltd(000555) Announcement No.: 2021-097 Digital China Group Co.Ltd(000034) Information Service Co., Ltd
Announcement of resolutions of the second extraordinary meeting of the eighth board of supervisors in 2021
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
Digital China Group Co.Ltd(000034) the notice of the second extraordinary meeting of the eighth board of supervisors in 2021 of information services Co., Ltd. (hereinafter referred to as “the company” or “the company”) was sent to all supervisors by mail on December 28, 2021, and the meeting was held by teleconference and communication voting on December 30, 2021. Three supervisors should attend the meeting, and three supervisors actually attended the meeting. 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
(i) Deliberated and passed the proposal on the general election of the board of supervisors of the company;
Since the term of office of the eighth board of supervisors of the company will expire on January 1, 2022, the board of supervisors of the company needs to be elected in accordance with relevant laws and regulations and the articles of association. According to the nomination procedures specified in the articles of association, the company’s shareholder Digital China Group Co.Ltd(000034) Software Co., Ltd. plans to nominate Ms. Niu Zhuo and Ms. Wang Hanlin as candidates for shareholder representative supervisor. The board of supervisors carefully checked the qualification of the shareholder supervisor candidates and agreed that the shareholders nominated Ms. Niu Zhuo and Ms. Wang Hanlin as the shareholder representative supervisor candidates of the ninth board of supervisors (the resume of the supervisor candidates is attached).
Ms. Niu Zhuo served as a supervisor of the company from September 11, 2015 to January 2, 2019, and left her post due to the expiration of the supervisor’s term of office. Since Ms. Niu Zhuo has the ability and experience to serve as a supervisor and is familiar with the situation of the company, Ms. Niu Zhuo is nominated again as the candidate for Shareholder Representative Supervisor of the company. Ms. Niu Zhuo has not traded the company’s shares since she left office last time.
After being deliberated and approved by the company’s general meeting, the above candidates for shareholder representative supervisors will form the ninth board of supervisors together with the employee representative supervisors elected by the company’s employee congress. The term of office of the ninth board of supervisors of the company is three years, calculated from the date of adoption of the first extraordinary general meeting of shareholders in 2022.
In order to ensure the normal operation of the board of supervisors, before the new board of supervisors is elected, the original supervisors shall still act in accordance with the law and law 1
Continue to perform the duties of supervisor in accordance with the relevant provisions of regulations, normative documents and the articles of association. After the ninth board of supervisors is elected, Mr. Sun Yang and Mr. Zhang Min will no longer serve as supervisors or any other positions of the company. As of the disclosure date of this announcement, Mr. Sun Yang and Mr. Zhang Min do not hold the company’s shares. The company sincerely thanks Mr. Sun Yang and Mr. Zhang Min for their contributions to the company during their tenure!
1. Elect Ms. Niu Zhuo as the supervisor of the ninth board of supervisors of the company;
Voting results: 3 votes, 3 affirmative votes, 0 negative votes and 0 abstention votes. The motion was passed. 2. Elect Ms. Wang Hanlin as the supervisor of the ninth board of supervisors of the company;
Voting results: 3 votes, 3 affirmative votes, 0 negative votes and 0 abstention votes. The motion was passed. This proposal still needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation and approval, and the cumulative voting system shall be adopted.
（2） The proposal on providing financial assistance to holding subsidiaries was deliberated and adopted;
The board of supervisors agrees that the company and its holding subsidiaries shall provide Digital China Group Co.Ltd(000034) Information System Co., Ltd. (hereinafter referred to as “information system company”) with free funds with a limit of no more than 500 million yuan (including, the same below) to supplement the working capital required for the operation of the information system company and pay other funds directly related to the operation. Within the above limits, it can be used in a circular and rolling manner, that is, the subsidy balance at any time point does not exceed RMB 500 million. After providing the subsidy, the corresponding amount will be deducted from the total amount, and the amount will be restored after return. This quota can be used within 1 year from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. Financial assistance can be provided to the information system company in batches according to the actual operation of the company, and the period of each financial assistance shall not exceed 1 year. The fund occupation fee shall be charged according to the loan base interest rate (central bank LPR) published by the national interbank lending center, and shall be settled quarterly according to the actual use days of funds.
The board of supervisors believes that the financial assistance provided by the company to the information system company complies with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association, and the decision-making procedures deliberated and adopted by the board of directors are legal and effective; The company provides financial assistance to the information system company, the risk is within the controllable range, and the fund occupation fee is charged, which is conducive to the information system company to strengthen fund management and improve the company’s fund use efficiency. The financial assistance does not damage the rights and interests of the company and all shareholders, and the company is agreed to provide financial assistance to the holding subsidiary.
For details of the above matters, please refer to the securities times and cninfo (www.cn. Info. Com.. CN.) on the same day Announcement on providing financial assistance to holding subsidiaries disclosed on.
Voting results: 3 votes, 3 affirmative votes, 0 negative votes and 0 abstention votes. The motion was passed. （3） The proposal on the expected daily amount of connected transactions in 2022 was considered and adopted;
Due to the needs of carrying out daily business activities, it is agreed that the company will sell goods, technical services or labor services to related parties and purchase goods, administrative office services, freight services and others from related parties in 2022. The details are as follows: 2
1. It is estimated that the total amount of related party transactions with Digital China Group Co.Ltd(000034) Holding Co., Ltd. in 2022 will not exceed RMB 315 million.
Voting results: 2 votes, 2 affirmative votes, 0 negative votes and 0 abstention votes. Mr. Sun Yang abstained from voting.
2. It is estimated that the total amount of connected transactions with Digital China Group Co.Ltd(000034) in 2022 will not be higher than RMB 705 million.
Voting results: 3 votes, 3 affirmative votes, 0 negative votes and 0 abstention votes.
3. It is estimated that the total amount of connected transactions with Beijing Shenzhou Bangbang Technical Service Co., Ltd. in 2022 will not be more than RMB 360 million.
Voting results: 3 votes, 3 affirmative votes, 0 negative votes and 0 abstention votes.
The details of the above matters are detailed in the securities times and cninfo (www.cn. Info. Com.. CN) on the same day 2022 annual forecast announcement of daily connected transactions disclosed on the.
This proposal needs to be submitted to the company’s first extraordinary general meeting of shareholders in 2022 for deliberation, and related shareholders shall avoid voting.
（4） Deliberated and passed the proposal on the expected deposit and loan business of affiliated banks in 2022;
The board of supervisors agrees that the wholly-owned and holding subsidiaries of the company will carry out daily deposit and loan business in Bank of Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) Co., Ltd. in 2022. It is expected that the maximum balance of deposit and loan per day will not exceed RMB 250 million. Within the above limit, the funds can be recycled and rolled, The above quota can be used within 12 months from the date of deliberation and approval of the fourth extraordinary meeting of the eighth board of directors in 2021.
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 the expected 2022 deposit and loan business of affiliated banks disclosed on the.
Voting results: 3 votes, 3 affirmative votes, 0 negative votes and 0 abstention votes.
3、 Documents for future reference
1. Resolution of the second extraordinary meeting of the eighth board of supervisors in 2021.
2. Opinions of the board of supervisors.
It is hereby announced.
Digital China Group Co.Ltd(000034) board of supervisors of information services Co., Ltd. December 31, 2021 3
Attachment: resume of supervisor candidates
Niu Zhuo, female, 46, graduated from Tianjin University in March 2001 with a master’s degree in management. He has successively served as deputy general manager and director of planning office of financial services headquarters of Digital China Group Co.Ltd(000034) (China) Co., Ltd., Digital China Group Co.Ltd(000034) director of planning office and general manager of Finance Department of financial services strategy headquarters of Digital China Group Co.Ltd(000034) Software Co., Ltd., and chairman of the board of supervisors of Digital China Group Co.Ltd(000034) Information Services Co., Ltd; He is currently the general manager of the Finance Department of Digital China Group Co.Ltd(000034) Holding Co., Ltd. and the director or legal representative of the holding and equity participation and other related companies of Digital China Group Co.Ltd(000034) Holding Co., Ltd.
Ms. Niu Zhuo 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 a director, supervisor and senior manager of a listed company, 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 judicial organ files a case for investigation due to suspected crime or the CSRC files a case for inspection due to suspected violation of laws and regulations, and there is no clear conclusion; It has not been publicized by the CSRC on the open 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; He is currently the general manager of the Finance Department of Digital China Group Co.Ltd(000034) Holding Co., Ltd., and has no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the company’s shares; Not holding shares of listed companies; Qualifications meeting the requirements of relevant laws, administrative regulations, departmental rules and normative documents.
Wang Hanlin, female, 33, obtained a master’s degree from Southwest University of Finance and economics in 2012. He has successively served as deputy general manager of Digital China Group Co.Ltd(000034) audit department and audit director of Digital China Group Co.Ltd(000034) Holding Co., Ltd; He is currently the deputy general manager of the Finance Department of Digital China Group Co.Ltd(000034) Holding Co., Ltd.
Ms. Wang Hanlin 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 a director, supervisor and senior manager of a listed company, 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 judicial organ files a case for investigation due to suspected crime or the CSRC files a case for inspection due to suspected violation of laws and regulations, and there is no clear conclusion; It has not been publicized by the CSRC on the open 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; He is currently the deputy general manager of the Finance Department of Digital China Group Co.Ltd(000034) Holding Co., Ltd., and has no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the company’s shares; Not holding shares of listed companies; Qualifications meeting the requirements of relevant laws, administrative regulations, departmental rules and normative documents.
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