Securities code: Gem Co.Ltd(002340) securities abbreviation: Gem Co.Ltd(002340) Announcement No.: 2022022 Gem Co.Ltd(002340)
Announcement of the resolution of the first extraordinary general meeting of shareholders in 2022
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. Special tips:
1. The shareholders' meeting did not veto the proposal.
2. This shareholders' meeting does not involve changing the resolutions adopted at previous shareholders' meetings.
3. The shareholders' meeting adopts the combination of on-site voting and online voting.
1、 Convening and attendance of the meeting
1. Meetings held
(1) Convener: Board of directors
(2) Meeting time
On site meeting time: 10:00 am, March 11, 2022
Online voting time: March 11, 2022 - March 11, 2022. Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on March 11, 2022; The specific time of voting through the Internet of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on March 11, 2022.
(3) Moderator: Mr. Xu Kaihua
(4) Venue of on-site meeting: Gem Co.Ltd(002340) (Jiangsu) cobalt Industry Co., Ltd. conference room (No. 8, Binjiang North Road, Taixing Economic Development Zone, Taixing City, Taizhou City, Jiangsu Province)
(5) Holding method: the combination of on-site holding and online voting
(6) The notice and relevant documents of this meeting were published in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on February 18, 2022 and March 8, 2022（ http://www.cn.info.com.cn. ）Come on. The convening, convening and voting procedures of this meeting comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other laws, regulations and normative documents.
2. Attendance at the meeting
223 shareholders voted on site and online, representing 673653961 shares, accounting for 140828% of the total shares of the listed company. 16 shareholders and shareholder representatives attended the on-site meeting, representing 465113158 shares, accounting for 9.7232% of the total shares of the listed company; A total of 207 shareholders voted online, representing 208540803 shares, accounting for 4.3596% of the total shares of the listed company. A total of 209 minority shareholders and authorized agents of shareholders attended and participated in online voting, representing 210767857 shares, accounting for 4.4061% of the total shares of the company. Among them, there are 2 shareholders voting on site, representing 2227054 shares, accounting for 0.0466% of the total shares of the listed company. 207 shareholders voted online, representing 208540803 shares, accounting for 4.3596% of the total shares of the listed company.
3. Some directors, some supervisors and the Secretary of the board of directors of the company attended the shareholders' meeting, and some other senior managers and witness lawyers attended the on-site meeting of the shareholders' meeting.
2、 Deliberation and voting of proposals
The meeting considered and adopted the following proposals by means of on-site open ballot and online voting:
1. The proposal on Amending the articles of association was deliberated and adopted;
Voting results: 62 Suzhou Xingye Materials Technology Co.Ltd(603928) 7 shares were approved, accounting for 929319% of the shares held by all shareholders attending the meeting; Against 47612374 shares, accounting for 7.0678% of the shares held by all shareholders attending the meeting; 2300 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0003% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders is: 163153183 shares, accounting for 774089% of the shares held by minority shareholders attending the meeting; Against 47612374 shares, accounting for 225900% of the shares held by minority shareholders attending the meeting; 2300 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0011% of the shares held by minority shareholders attending the meeting.
This proposal is a special resolution, which has been adopted by more than two-thirds of the effective voting rights held by the shareholders (including shareholders' agents) attending the general meeting of shareholders.
Voting results: 668710181 shares were approved, accounting for 992661% of the shares held by all shareholders attending the meeting; Against 4942680 shares, accounting for 0.7337% of the shares held by all shareholders attending the meeting; 1100 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0002% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 205824077 shares are agreed, accounting for 976544% of the shares held by minority shareholders attending the meeting; 4942680 shares were opposed, accounting for 2.3451% of the shares held by minority shareholders attending the meeting; 1100 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0005% of the shares held by minority shareholders attending the meeting.
3. The proposal on the company providing guarantee for subordinate companies applying for bank credit was deliberated and adopted;
Voting results: 622383166 shares were approved, accounting for 923892% of the shares held by all shareholders attending the meeting; Against 51269695 shares, accounting for 7.6107% of the shares held by all shareholders attending the meeting; 1100 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0002% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 159497062 shares are agreed, accounting for 756743% of the shares held by minority shareholders attending the meeting; Against 51269695 shares, accounting for 243252% of the shares held by minority shareholders attending the meeting; 1100 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0005% of the shares held by minority shareholders attending the meeting.
This proposal is a special resolution, which has been adopted by more than two-thirds of the effective voting rights held by the shareholders (including shareholders' agents) attending the general meeting of shareholders.
4. The proposal on the application for bank credit by the subordinate company Gem Co.Ltd(002340) Hong Kong and the guarantee provided by the company and the subordinate company Jingmen Gem Co.Ltd(002340) was deliberated and adopted;
Voting results: 622616166 shares were approved, accounting for 924237% of the shares held by all shareholders attending the meeting; Against 51036695 shares, accounting for 7.5761% of the shares held by all shareholders attending the meeting; 1100 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0002% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 159730062 shares are agreed, accounting for 757848% of the shares held by minority shareholders attending the meeting; Against 51036695 shares, accounting for 242146% of the shares held by minority shareholders attending the meeting; 1100 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0005% of the shares held by minority shareholders attending the meeting.
This proposal is a special resolution, which is held by shareholders (including shareholders' agents) attending the general meeting of shareholders
5. Deliberated and passed the proposal on daily connected transactions expected in 2022;
Voting results: 669415781 shares were approved, accounting for 997133% of the shares held by all shareholders attending the meeting; Against 1922480 shares, accounting for 0.2864% of the shares held by all shareholders attending the meeting; Abstained 2000 shares (including 0 shares by default due to non voting), accounting for 0.0003% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 208843377 shares are approved, accounting for 990869% of the shares held by minority shareholders attending the meeting; Against 1922480 shares, accounting for 0.9121% of the shares held by minority shareholders attending the meeting; Abstained from 2000 shares (including 0 shares by default due to non voting), accounting for 0.0009% of the shares held by minority shareholders attending the meeting.
Related shareholders Mr. Song Wanxiang, Mr. Ouyang Mingzhi, Mr. Lu Xijin, Mr. Zhang Kun and Mr. mu menggang have avoided voting, and the number of avoided voting is 2313700 shares.
6. The proposal on purchasing directors, supervisors and senior managers' liability insurance was deliberated and adopted;
Voting results: 208062443 shares were approved, accounting for 987164% of the shares held by all shareholders attending the meeting; Against 2247830 shares, accounting for 1.0665% of the shares held by all shareholders attending the meeting; 457584 shares were abstained (including 0 shares by default due to non voting), accounting for 0.2171% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders is: 208062443 shares are agreed, accounting for 987164% of the shares held by minority shareholders attending the meeting; Against 2247830 shares, accounting for 1.0665% of the shares held by minority shareholders attending the meeting; 457584 shares were abstained (including 0 shares by default due to non voting), accounting for 0.2171% of the shares held by minority shareholders attending the meeting.
Related shareholders Shenzhen HUIFENGYUAN Investment Co., Ltd., Fengcheng xinyuanxing new materials Co., Ltd., Mr. Xu Kaihua, Ms. Wang Min, Mr. Zhou Bo, Ms. Wang Jian, Mr. Song Wanxiang, Mr. Ouyang Mingzhi, Mr. Lu Xijin, Mr. Zhang Aiqing, Ms. Zhang Xiang, Mr. Zhang kunxiansheng, Mr. Chen binzhang and Mr. mu menggang have avoided voting, The number of disqualified votes was 462886104 shares.
7. Deliberated and adopted the proposal on the election of non independent directors of the sixth board of directors;
The shareholders' meeting elected Mr. Xu Kaihua, Ms. Wang Min, Mr. Zhou Bo and Ms. Wei Wei as non independent directors of the sixth board of directors of the company by cumulative voting. The term of office starts from the date of deliberation and approval of the shareholders' meeting to the expiration date of the term of office of the sixth board of directors. Among the directors appointed by the company, the number of directors concurrently serving as the company's senior management and the number of directors held by employee representatives shall not exceed half of the total number of directors of the company. The specific voting results are as follows:
7.01 elect Mr. Xu Kaihua as a non independent director of the sixth board of directors of the company
Voting results: 652937366 shares were approved, accounting for 969247% of the shares held by all shareholders attending the meeting; Among them, the voting of minority shareholders was: 190051262 shares were agreed, accounting for 901709% of the shares held by minority shareholders attending the meeting.
Mr. Xu Kaihua was elected as a non independent director of the sixth board of directors of the company.
7.02 elect Ms. Wang Min as a non independent director of the sixth board of directors of the company
Voting results: agreed: 663331653 shares, accounting for 984677% of the shares held by all shareholders attending the meeting; Among them, the voting of minority shareholders is: 200445549 shares, accounting for 951025% of the shares held by minority shareholders attending the meeting.
Ms. Wang Min was elected as a non independent director of the sixth board of directors of the company.
7.03 elect Mr. Zhou Bo as a non independent director of the sixth board of directors of the company
Voting results: 668579636 shares were approved, accounting for 992467% of the shares held by all shareholders attending the meeting; Among them, the voting situation of minority shareholders was: 205693532 shares were agreed, accounting for 975925% of the shares held by minority shareholders attending the meeting.
Mr. Zhou Bo was elected as a non independent director of the sixth board of directors of the company.
7.04 elect Ms. Wei Wei as a non independent director of the sixth board of directors of the company
Voting results: 668137037 shares were approved, accounting for 991810% of the shares held by all shareholders attending the meeting; Among them, the voting of minority shareholders is: 205250933 shares are agreed, accounting for 973825% of the shares held by minority shareholders attending the meeting.
Ms. Wei Wei was elected as a non independent director of the sixth board of directors of the company.
8. Deliberated and adopted the proposal on the election of independent directors of the sixth board of directors;
The shareholders' meeting elected Mr. Pan Feng and Mr. Liu Zhonghua as independent directors of the sixth board of directors of the company by cumulative voting. The term of office starts from the date of deliberation and approval of the shareholders' meeting to the expiration date of the term of office of the sixth board of directors. Independent director candidates Mr. Pan Feng and Mr. Liu Zhonghua have obtained the qualification certificate of independent director. The qualification and independence of independent director candidates have been reviewed by Shenzhen Stock Exchange. The specific voting results are as follows:
8.01 elect Mr. Pan Feng as an independent director of the sixth board of directors of the company
Voting results: 669923341 shares were approved, accounting for 994462% of the shares held by all shareholders attending the meeting; Among them, the voting of minority shareholders was: 207037237 shares were agreed, accounting for 982300% of the shares held by minority shareholders attending the meeting.
Mr. Pan Feng was elected as an independent director of the sixth board of directors of the company.
8.02 elect Mr. Liu Zhonghua as an independent director of the sixth board of directors of the company
Voting results: 643501184 shares were approved, accounting for 955240% of the shares held by all shareholders attending the meeting;
