Securities code: 000555 securities abbreviation: Digital China Information Service Company Ltd(000555) Announcement No.: 2021-080 Digital China Group Co.Ltd(000034) Information Service Co., Ltd
Announcement on resolutions of the fourth extraordinary meeting of the eighth board of directors in 2021
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、 Convening of board meeting
The notice of the fourth extraordinary meeting of the eighth board of directors of Digital China Group Co.Ltd(000034) Information Services Co., Ltd. (hereinafter referred to as “the company” or “the company”) in 2021 was sent to all directors by e-mail on December 28, 2021, and the meeting was held by a combination of on-site and video meetings on December 30, 2021. There are 10 directors who should attend the meeting and 10 directors who actually attend the meeting. 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) The proposal on the general election of the board of directors of the company was deliberated and adopted;
The term of office of the eighth board of directors of the company will expire on January 1, 2022. According to relevant laws and regulations and the articles of association, the board of directors of the company needs to be elected. According to the recommendation of the company’s shareholders and the review of the nomination committee of the 8th board of directors, the company’s board of directors nominated Mr. Guo Wei, Mr. Fei Jianjiang, Mr. Li Hongchun, Ms. Yang Xiaoying and Mr. Xing Jingfeng as candidates for directors of the 9th board of directors, and nominated Ms. Luo Ting, Mr. Wang Yongli, Mr. Huang Hui, Mr. Benjamin Zhao (Zhai bin) Mr. Wang Wei is an independent director candidate of the ninth board of directors. The term of office of the ninth board of directors is three years, calculated from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. The number of directors who concurrently serve as senior managers of the company in the board of directors shall not exceed half of the total number of directors of the company. The resumes of the above candidates for directors and independent directors are attached.
Mr. LV Benfu, an independent director of the eighth board of directors of the company, has served as an independent director of the company for six consecutive years. According to the guiding opinions on establishing an independent director system in listed companies and the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 8 – filing of independent directors and other relevant provisions of the CSRC, The term of office of Mr. LV Benfu’s independent director will expire on the expiration date of the eighth board of directors. After the expiration of his term of office, Mr. LV Benfu will not hold any position in the company, such as independent director, nomination committee, strategy committee and remuneration and assessment committee of the board of directors. As the director Ms. Han Yuhua will reach the legal retirement age, she will no longer hold the position of director of the company or other positions in the company after the expiration of the term of office of the eighth board of directors. As of the date of this announcement, Mr. LV Benfu and Ms. Han Yuhua did not hold the company’s shares. The board of directors of the company sincerely thanks Mr. LV Benfu and Ms. Han Yuhua for their work and contributions to the company during their tenure as directors!
In order to ensure the normal operation of the board of directors, before the ninth board of directors, the original directors shall continue to perform their duties as directors in accordance with laws, regulations, normative documents and the articles of association after the expiration of the term of office of the eighth board of directors (except Mr. LV Benfu, an independent director).
Each candidate for independent director has obtained the qualification certificate of independent director recognized by Shenzhen Stock Exchange. According to the relevant provisions of the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 8 – filing of independent directors, the relevant materials on the qualification and independence of independent director candidates will be submitted to Shenzhen Stock Exchange, which will review their qualification and independence, Then submit it to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
1. General election of non independent directors of the ninth board of directors
(1) Elect Mr. Guo Wei as a director of the ninth board of directors of the company;
Voting results: 10 votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
(2) Elect Mr. Fei Jianjiang as a director of the ninth board of directors of the company;
Voting results: 10 votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
(3) Elect Mr. Li Hongchun as a director of the ninth board of directors of the company;
Voting results: 10 votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
(4) Elect Ms. Yang Xiaoying as a director of the ninth board of directors of the company;
Voting results: 10 votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
(5) Mr. Xing Jingfeng was elected as a director of the ninth board of directors of the company.
Voting results: 10 votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
2. Election of independent directors of the ninth board of directors
(1) Elect Ms. Luo Ting as an independent director of the ninth board of directors of the company;
Voting results: 10 votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
(2) Elect Mr. Wang Yongli as an independent director of the ninth board of directors of the company;
Voting results: 10 votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
(3) Elect Mr. Huang Hui as an independent director of the ninth board of directors of the company;
Voting results: 10 votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
(4) Elect Mr. Benjamin Zhao (Zhai bin) as an independent director of the ninth board of directors of the company;
Voting results: 10 votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
(5) Mr. Wang Wei was elected as an independent director of the ninth board of directors of the company.
Voting results: 10 votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
Independent directors have expressed their independent opinions on the above matters. The statement of independent director nominees and the statement of independent director candidates will be published on http://www.cn.info.com.. CN. This proposal must be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation, and the cumulative voting system shall be adopted (the election of independent directors and non independent directors shall be conducted separately).
（2） The proposal on the expected guarantee amount of the company and its subsidiaries in 2022 was reviewed and approved; In order to improve work efficiency and ensure the smooth completion of the company, branches and subordinate holding subsidiaries (including wholly-owned, holding subsidiaries and branches of the company) applying for credit or other performance obligations from business related parties (including but not limited to banks, financial institutions and suppliers), according to the actual situation of daily operation and capital demand of the company, branches and subordinate holding subsidiaries, The board of directors agrees to provide guarantees not exceeding RMB 13 billion (including, the same below), including the company’s guarantee for holding subsidiaries, mutual guarantee between holding subsidiaries and guarantee for the company and branches. The actual amount, type and term of guarantee shall be subject to the contract, and the guarantee method is the maximum joint and several liability guarantee. The details are as follows:
Unit: 100 million yuan
The guaranteed listed company holds the proportion of the expected guarantee amount in the guaranteed balance of the guaranteed party’s shares up to now, and the proportion of the net assets of the municipal company in the latest related period
61.493167% of the holding subsidiaries with an asset liability ratio of more than 70% are
If the asset liability ratio of the company is lower than 70%, the holding subsidiary shall not exceed 2545%, which is 13.82%
Subtotal 118–
2.559% of holding subsidiaries with asset liability ratio of more than 70% are
2.73611% of the holding subsidiaries with a holding asset liability ratio of less than 70% are subsidiaries
Companies (including branches) – 112% are
Subtotal 6.3412–
Total 75.45130–
The above guarantee amount includes the guarantee being implemented before the board of directors and the guarantee expected to be added later. The above guarantee amount will be used on a rolling basis, and the guarantee that has been fulfilled, expired or eliminated will no longer occupy the guarantee amount. In order to avoid repeating the expected guarantee amount, after the expected guarantee amount becomes effective after being deliberated and approved by the first extraordinary general meeting of shareholders in 2022, the unused guarantee amount deliberated and approved by the third extraordinary general meeting of shareholders in 2020 will be revoked.
The expected guarantee limit can be used, and the validity period is one year from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. For the specific guarantee matters within the above limit, the board of directors of the company shall submit to the general meeting of shareholders to authorize the chairman of the board of directors or relevant business leaders of the company to decide, and no separate board of directors or general meeting of shareholders shall be held. For the guarantee beyond the expected guarantee object and limit, the company will perform the decision-making procedures separately according to relevant regulations.
The independent directors of the company expressed their independent opinions on this matter. For the specific contents of the above matters, see the securities times and cninfo (www.cn. Info. Com.. CN) on the same day Announcement on the expected guarantee amount of the company and its subsidiaries in 2022 disclosed on the.
This proposal still needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation.
Voting results: 10 votes, 10 affirmative votes, 0 negative votes and 0 abstention votes. The motion was passed. （3） The proposal on the amount of fixed income investment and entrusted financial management in 2022 was reviewed and approved; On the premise of not affecting normal operation and controllable risk, in order to improve the use efficiency of the company and its wholly-owned subsidiaries and holding subsidiaries, make rational use of its own funds to increase investment income, consolidate and enhance the company’s competitiveness and profitability, and seek more investment returns for the company and shareholders, The board of directors agrees that the company shall use its own funds (not involving the use of bank credit funds) with a maximum amount of no more than RMB 1.5 billion (including, the same below) for fixed income or principal guaranteed investment and entrusted financial management (including the behavior that the company entrusts banks, trusts, securities, funds, futures, insurance asset management institutions, financial asset investment companies, private fund managers and other professional financial institutions to invest and manage their properties or purchase relevant financial products), in which the fixed income or principal guaranteed investment shall not exceed RMB 800 million, And the total amount of entrusted financial management shall not exceed RMB 1.5 billion. The above amount can be invested by the company, its wholly-owned subsidiaries and holding subsidiaries in a circular way and used on a rolling basis, that is, the investment balance at any point in time (including the relevant amount of reinvestment of the income of the above investment, transaction handling fee, subscription fee, etc.) does not exceed the above amount. The usable period of the above quota is one year from the date of deliberation and approval by the board of directors. The management of the company is authorized to make circular investment within the above quota and period, use the above investment quota on a rolling basis, organize the implementation, exercise various investment decision-making rights such as trading and redemption, and sign relevant contract documents.
This transaction does not constitute a major asset restructuring or backdoor as stipulated in the administrative measures for major asset restructuring of listed companies, and does not constitute a related party transaction.
The independent directors of the company have expressed their agreed independent opinions. The specific contents 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 fixed income investment and entrusted financial management quota in 2022 disclosed on the.
Voting results: 10 votes, 10 affirmative votes, 0 negative votes and 0 abstention votes. The motion was passed.
（4） The proposal on providing financial assistance to holding subsidiaries was deliberated and adopted;
The board of directors 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 their own funds with a financial subsidy 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
