Securities code: Gem Co.Ltd(002340) securities abbreviation: Gem Co.Ltd(002340) Announcement No.: 2022024 Gem Co.Ltd(002340)
Announcement of resolutions of the first meeting of the sixth 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.
1、 Meetings of the board of directors
Gem Co.Ltd(002340) (hereinafter referred to as “the company”) the notice of the first meeting of the sixth board of directors was sent to all directors of the company in writing, fax or e-mail on March 9, 2022. The meeting was held in the conference room of Gem Co.Ltd(002340) (Jiangsu) cobalt Industry Co., Ltd. on March 11, 2022 by on-site and communication voting. Six directors should attend the meeting and six actually attended the meeting (among them, Ms. Wei Wei, the director, Mr. Pan Feng and Mr. Liu Zhonghua, the independent directors, attended the meeting by means of communication voting). If the number of directors attending the meeting exceeds half of the total number of directors, the voting is valid. The meeting was presided over by Mr. Xu Kaihua, chairman of the company. The time, place and method of the meeting were in line with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
2、 Deliberations of the board meeting
1. The meeting deliberated and adopted the proposal on the election of the chairman of the company with 6 affirmative votes, 0 negative votes and 0 abstention.
According to the relevant provisions of the company law of the people’s Republic of China and the articles of association, Mr. Xu Kaihua is elected as the chairman of the sixth board of directors of the company. The term of office starts from the date of deliberation and approval of the current board of directors to the date of expiration of the term of office of the sixth board of directors. His resume is attached.
2. The meeting deliberated and adopted the proposal on the election of members of the special committee of the sixth board of directors of the company with 6 affirmative votes, 0 negative votes and 0 abstention.
Nominated by the 6th board of directors of the company, Mr. Xu Kaihua, Mr. Pan Feng and Mr. Zhou Bo are elected as members of the strategy committee of the 6th board of directors of the company, and Mr. Xu Kaihua is the convener;
Elect Mr. Pan Feng, Mr. Liu Zhonghua and Ms. Wang Min as members of the nomination committee of the sixth board of directors of the company, and Mr. Pan Feng as the convener;
Elect Mr. Pan Feng, Mr. Liu Zhonghua and Ms. Wei Wei as members of the remuneration and assessment committee of the sixth board of directors of the company, and Mr. Pan Feng as the convener;
Elect Mr. Liu Zhonghua, Mr. Pan Feng and Ms. Wang Min as members of the audit committee of the sixth board of directors of the company, and Mr. Liu Zhonghua as the convener.
The resumes of the above relevant personnel are attached.
According to the detailed rules of the information disclosure Committee of the company, the information disclosure Committee may be composed of the chairman of the company, independent directors, general manager, Secretary of the board of directors, chief financial officer, financial manager, person in charge of internal audit, legal counsel, securities affairs representative and general manager of subsidiaries. The specific members of the information disclosure Committee shall be determined by the company according to the actual situation.
The term of office of the special committee of the sixth board of directors of the company starts from the date of deliberation and approval of the current board of directors to the date of expiration of the term of office of the sixth board of directors.
3、 Documents for future reference
The resolution of the first meeting of the 6th board of directors signed by the attending directors and stamped with the seal of the board of directors.
It is hereby announced
Gem Co.Ltd(002340) board of directors March 11, 2002
Attachment: resume
Xu Kaihua, male, Han nationality, born in February 1966, is a member of the Communist Party of China, a graduate student majoring in metallurgical materials of Central South University, a part-time professor of Central South University and the founder of the company. He has been engaged in teaching and research at Central South University and has conducted short-term cooperative research with Yamamoto Research Office of Tokyo University (employed as a senior researcher). He is now the chairman of the company, vice president of China Circular Economy Association, executive director of Fengcheng xinyuanxing New Material Co., Ltd. and supervisor of Shenzhen HUIFENGYUAN Investment Co., Ltd. Mr. Xu Kaihua holds 60% equity of the company’s shareholder Shenzhen HUIFENGYUAN Investment Co., Ltd. and 31.465% equity of the company’s shareholder Fengcheng xinyuanxing new materials Co., Ltd. Meanwhile, Mr. Xu Kaihua directly holds 6805380 shares of the company. Mr. Xu Kaihua and Ms. Wang Min, the director of the company, are husband and wife, and they are the actual controllers of the company. After investigation, Mr. Xu Kaihua has not been punished by the CSRC and other relevant departments and the stock exchange. He is not allowed to serve as a director of the company as stipulated in the company law, the articles of association and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. He is not a dishonest person.
Wang Min, female, Han nationality, born in January 1959, CPC member, accountant and one of the founders of the company. He once served as the chief financial officer of the medium sector plant of Anhui Maanshan Iron and Steel Co., Ltd., the financial manager of the company under Shenzhen China Vanke Co.Ltd(000002) Co., Ltd., the chief financial officer of the company under Shenzhen Zhongwu group, and the deputy general manager of Shenzhen Zhongjin high energy battery materials Co., Ltd. He has successively served as the director and executive deputy general manager of the company, and is now the director of the company and the executive director of Shenzhen HUIFENGYUAN Investment Co., Ltd. Ms. Wang Min holds 40% equity of the company’s shareholder Shenzhen HUIFENGYUAN Investment Co., Ltd. and 1.9162% equity of the company’s shareholder Fengcheng xinyuanxing new materials Co., Ltd. at the same time, Ms. Wang Min directly holds 8457155 shares of the company’s shares. She is husband and wife with Mr. Xu Kaihua, the chairman of the company. They are the actual controllers of the company and sister to Ms. Wang Jian, the supervisor of the company. After investigation, Ms. Wang Min has not been punished by the CSRC and other relevant departments and the stock exchange, and there is no situation that she is not allowed to serve as a director of the company as stipulated in the company law, the articles of association and the guidelines for self discipline supervision of listed companies of Shenzhen Stock exchange No. 1 – standardized operation of listed companies on the main board. She is not a dishonest person.
Zhou Bo, male, Han nationality, born in July 1968, graduated from the MBA seminar of Renmin University of China, engineer. He used to be the manager and engineer of the business department of Baosteel Group Chaoyang precision strip Co., Ltd., the manager of the marketing department of Shenzhen Zhongjin high energy battery materials Co., Ltd., the vice general manager of the company and the chairman of the board of supervisors, and is now a director of the company. Mr. Zhou Bo holds 1239000 shares of the company, and has no relationship with the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares and actual controllers. After investigation, Mr. Zhou Bo has not been punished by the CSRC and other relevant departments and the stock exchange. He is not allowed to serve as a director of the company as stipulated in the company law, the articles of association and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. He is not a dishonest person.
Wei Wei, female, Han nationality, born in February 1983, is a member of the Communist Party of China and a graduate student majoring in civil and commercial law from Renmin University of China. He once served as vice president of Citic Securities Company Limited(600030) compliance department, managing director of Xianfeng Guosheng Investment Fund Management Co., Ltd., investment director of Beijing Centergate Technologies (Holding) Co.Ltd(000931) M & a master fund, and general manager of Chaowei Zhiming (Hengqin) Investment Management Co., Ltd.
He is now the deputy general manager of Beijing Jingneng Tongxin Investment Management Co., Ltd. Ms. Wei Wei does not hold the company’s shares and has no relationship with the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares and actual controllers. After investigation, Ms. Wei Wei has not been punished by the CSRC and other relevant departments and the stock exchange. She is not allowed to serve as a director of the company as stipulated in the company law, the articles of association and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. She is not a dishonest person.
Pan Feng, male, Han nationality, born in August 1963, CPC member, graduated from Tsinghua University, majoring in material physics, with a doctoral degree. He was an engineer and factory director of Beijing Institute of aeronautical materials. From July 1996 to now, he has been a professor and doctoral supervisor of the school of materials of Tsinghua University. Currently, he is an independent director of the company, Tdg Holding Co.Ltd(600330) independent director and Chongyi Zhangyuan Tungsten Co.Ltd(002378) non independent director. Mr. Pan Feng does not hold the company’s shares and has no relationship with the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares and actual controllers. After investigation, Mr. Pan Feng has not been punished by the CSRC and other relevant departments and the stock exchange. He is not allowed to serve as a director of the company as stipulated in the company law, the articles of association and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. He is not a dishonest person.
Liu Zhonghua, male, Han nationality, born in July 1965, CPC member, postgraduate degree, Professor of accounting. He once worked in the accounting department of Lanzhou University of Finance and economics and the school of management of Guangdong University of Foreign Studies and foreign trade. Now he is a professor and master’s supervisor of the school of accounting of Guangdong University of Foreign Studies and foreign trade. He is also a member of the Teaching Steering Committee of accounting major of the Ministry of education, a director of China Accounting Society, vice president of China foreign trade and economic accounting society, and executive vice president of Guangdong Management Accountants Association, Executive director of Guangdong accounting society, executive director of Guangdong audit society, now independent director of the company, Guangdong Provincial Expressway Development Co.Ltd(000429) independent director, Sgis Songshan Co.Ltd(000717) independent director, Luxshare Precision Industry Co.Ltd(002475) independent director. Mr. Liu Zhonghua does not hold the company’s shares and has no relationship with the company’s directors, supervisors, senior managers, shareholders and actual controllers holding more than 5% of the company’s shares. After investigation, Mr. Liu Zhonghua has not been punished by the CSRC and other relevant departments and the stock exchange. He is not allowed to serve as a director of the company as stipulated in the company law, the articles of association and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. He is not a dishonest person.
