Securities code: Gcl System Integration Technology Co.Ltd(002506) securities abbreviation: Gcl System Integration Technology Co.Ltd(002506) Announcement No.: 2022012 Gcl System Integration Technology Co.Ltd(002506)
Announcement on the resolutions of the 14th 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.
Gcl System Integration Technology Co.Ltd(002506) (hereinafter referred to as "the company") the 14th meeting of the 5th board of directors was notified to all directors by e-mail and telephone on March 7, 2022, and was held in the company's conference room on March 10, 2022 by combining on-site and communication. There are 7 directors who should attend the meeting and 7 actually attended the meeting. The meeting is presided over by the chairman. The meeting and voting procedures comply with the company law of the people's Republic of China and other laws and regulations and the relevant provisions of the articles of association, and are legal and effective. After deliberation by the directors present at the meeting, the following resolutions are adopted:
1、 The meeting deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital by 7 votes in favor, 0 against and 0 abstention;
See securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com for details（ http://www.cn.info.com.cn. ）Relevant announcements on.
2、 The meeting deliberated and adopted the proposal on adding independent director candidates to the 5th board of directors of the company by 7 affirmative votes, 0 negative votes and 0 abstention votes. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation;
The board of directors of the company recently received a written resignation submitted by Mr. Ren Jianbiao, an independent director. Mr. Ren Jianbiao applied to resign from the relevant positions of the independent director and the special committee of the board of directors for personal work reasons. After his resignation, Mr. Ren Jianbiao will no longer hold any position in the company. As of the disclosure date of this announcement, Mr. Ren Jianbiao did not hold shares of the company.
Since Mr. Ren Jianbiao's resignation will result in the number of independent directors on the board of directors being less than one-third of the members of the board of directors, according to the guiding opinions on the establishment of independent director system in listed companies and the articles of association, Mr. Ren Jianbiao's resignation application shall not take effect until a new independent director is elected by the general meeting of shareholders to fill his vacancy. In accordance with the company law, the articles of association and relevant laws and regulations, the board of directors of the company nominated Mr. Huo Jiazhen as the candidate for independent director of the Fifth Board of directors of the company (see Annex for resume). Mr. Huo Jiazhen is qualified to serve as an independent director of a listed company, and there are no conditions prohibited by the company law and the articles of association and the punishment of being banned from entering the securities market by the CSRC. The relevant materials of independent director candidate Mr. Huo Jiazhen shall be submitted to Shenzhen stock exchange for review. After there is no objection, they shall be submitted to the general meeting of shareholders of the company for deliberation.
3、 The meeting deliberated and adopted the proposal on adding candidates for non independent directors to the 5th board of directors of the company by 7 affirmative votes, 0 negative votes and 0 abstention votes. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation;
The board of directors of the company recently received the written resignation submitted by Mr. Shen Chengyong and Mr. Hu zemiao. Mr. Shen Chengyong and Mr. Hu zemiao applied for resignation as directors of the company due to shareholder strategy adjustment. After their resignation, Mr. Shen Chengyong and Mr. Hu zemiao will no longer hold any position in the company. As of the disclosure date of this announcement, Mr. Shen Chengyong Mr. Hu zemiao does not hold shares in the company. Mr. Shen Chengyong and Mr. Hu zemiao were diligent and conscientious during their tenure. The board of directors of the company expressed heartfelt thanks to Mr. Shen Chengyong and Mr. Hu zemiao for their contributions to the development of the company!
In accordance with the relevant provisions of the company law and the articles of association, upon the recommendation of the shareholder unit and the examination and approval of the nomination committee of the board of directors, the board of directors nominated Mr. Liu Fu and Mr. Ma Junjian (see the appendix for their resumes) as candidates for non independent directors of the Fifth Board of directors, with a term of office from the date of election by the shareholders' meeting to the date of expiration of the Fifth Board of directors.
After the change of directors is completed, the total number of members of the Fifth Board of directors who concurrently serve as senior managers of the company and directors held by employee representatives shall not exceed half of the total number of directors of the company.
4、 The meeting deliberated and adopted the proposal on convening the second extraordinary general meeting of shareholders in 2022 by 7 affirmative votes, 0 negative votes and 0 abstention votes.
The company will hold the second extraordinary general meeting of shareholders in 2022 at 14:00 p.m. on March 29, 2022 in the company's conference room. See securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com for details（ http://www.cn.info.com.cn. ）Relevant announcements on.
It is hereby announced.
Gcl System Integration Technology Co.Ltd(002506) board of directors March 10, 2002
enclosure:
Mr. Huo Jiazhen: born in May 1962, Chinese nationality, without overseas residency, member of the Communist Party of China, doctor of management science and engineering of Tongji University. He has successively served as deputy director of the Department of information management of the school of economics and management of Tongji University, director and vice president of the Training Department of the Graduate School of Tongji University, and President of the school of economics and management of Tongji University. He has received special allowance from the State Council, honorary doctorate from Grenoble Ecole de management business school in France, leading talent in Shanghai, outstanding discipline leader in Shanghai, etc. Currently, he is the chair professor of Bosch, School of economics and management, Tongji University, executive vice president of the Institute of science and technology management, Tongji University, Shanghai Tongji Science & Technology Industrial Co.Ltd(600846) chairman of the board of supervisors, Risen Energy Co.Ltd(300118) independent director, Shanghai Jiao Yun Group Co.Ltd(600676) independent director, member of the management science evaluation group of the Academic Degrees Committee of the State Council and executive director of China logistics society. Mr. Huo Jiazhen has obtained the qualification certificate of independent director.
Mr. Huo Jiazhen is not a "dishonest executee" and does not hold shares in the company. Mr. Huo Jiazhen has no relationship with shareholders holding more than 5% of the company's shares, actual controllers, other directors, supervisors, senior managers and core technicians of the company. He has a good personal credit record, has not been subject to administrative punishment by the CSRC and disciplinary punishment by the stock exchange, has not violated the provisions of national laws and regulations on the qualification of directors, supervisors and senior managers, and complies with the provisions of the company law and other relevant laws on the qualification of directors, supervisors and senior managers of listed companies.
Mr. Liu Fu: born in September 1975, Chinese nationality, without overseas residency, member of the Communist Party of China. Bachelor of audit from Shanxi University of Finance and economics, master of business administration from Nanjing University, and senior master of business administration from China Europe International Business School.
Since October 2010, he has joined GCL group and successively served as deputy general manager of Jiangsu Zhongneng Silicon Technology Development Co., Ltd., vice president of polysilicon division, vice president of slicing division and vice president of poly GCL Energy Holding Co., Ltd. Currently, he is the assistant vice president of GCL (Group) Holding Co., Ltd., in charge of strategy, operation, technology, ESH, etc.
Mr. Liu Fu is not a "dishonest executee" and does not hold shares of the company. Mr. Liu Fu has no relationship with shareholders holding more than 5% of the company's shares, actual controllers, other directors, supervisors, senior managers and core technicians of the company. He has a good personal credit record, has not been subject to administrative punishment by the CSRC and disciplinary punishment by the stock exchange, has not violated the provisions of national laws and regulations on the qualification of directors, supervisors and senior managers, and complies with the provisions of the company law and other relevant laws on the qualification of directors, supervisors and senior managers of listed companies.
Mr. Ma Junjian: born in September 1983, Chinese nationality, without overseas residency, CPC member, doctor. From January 2007 to July 2010, he served as the strategic investment director of Far East Holding Group Co., Ltd; From August 2010 to June 2011, served as the chief financial officer of Zhongyi Industrial Development Group Co., Ltd; From July 2011 to February 2017, he served as the assistant to the president of Jiangsu Aikang Industrial Group Co., Ltd. and the general manager of Shanghai Aikang fulona Equity Investment Fund Management Co., Ltd; From March 2017 to November 2017, he served as president of Shanghai Jinglun Investment Co., Ltd; From November 2017 to February 2020, he successively served as the special assistant to the chairman of GCL Group Co., Ltd., the deputy general manager and Secretary of the board of directors of Xiake environmental protection ( Gcl Energy Technology Co.Ltd(002015) . SZ), and the vice president of GCL Chuangzhan Holdings Co., Ltd. he is now Gcl System Integration Technology Co.Ltd(002506) Deputy general manager and Secretary of the board of directors.
Mr. Ma Junjian is not a "dishonest executee" and does not directly hold shares of the company. Mr. Ma Junjian has no relationship with shareholders holding more than 5% of the company's shares, actual controllers, other directors, supervisors, senior managers and core technicians of the company. He has a good personal credit record, has not been subject to administrative punishment by the CSRC and disciplinary punishment by the stock exchange, has not violated the provisions of national laws and regulations on the qualification of directors, supervisors and senior managers, and complies with the provisions of the company law and other relevant laws on the qualification of directors, supervisors and senior managers of listed companies.
