Securities Announcement No.: Guochuang Software Co.Ltd(300520) 2
Announcement on the resolutions of the 29th meeting of the third 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.
Guochuang Software Co.Ltd(300520) (hereinafter referred to as "the company") sent the notice of the 29th meeting of the third board of directors by telephone and e-mail on March 17, 2022, and held the meeting in the conference room on the third floor of the company's office building on March 23, 2022 by combining on-site and communication voting. 9 directors should attend the meeting, and 9 actually attended the meeting. The meeting is in line with the provisions of the company law and the articles of association. The meeting was presided over by Mr. Dong Yongdong, chairman of the company, and the following resolutions were considered and adopted:
1、 The proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the Fourth Board of directors was deliberated and adopted one by one
In view of the expiration of the term of office of the third board of directors of the company, the board of directors of the company nominated Mr. Dong Yongdong and Mr. Shi Xingling, Mr. Cheng xianle, Mr. Li Fei, Mr. Chu Shisheng and Mr. Ji Jinlong are candidates for non independent directors of the Fourth Board of directors of the company (see the announcement on the general election of the board of directors for the resumes of the above personnel), and the term of office is three years from the date of deliberation and approval by the general meeting of shareholders of the company. In order to ensure the normal operation of the board of directors, before the non independent directors of the new board of directors take office, the non independent directors of the third board of directors of the company will continue to perform their duties as directors in accordance with the requirements of laws, administrative regulations and other normative documents and the provisions of the articles of association.
The directors present at the meeting voted on the above candidates one by one, and the results are as follows:
1. Nominate Mr. Dong Yongdong as a candidate for non independent director of the Fourth Board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
2. Nominate Mr. Shi Xingling as a candidate for non independent director of the Fourth Board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
3. Nominate Mr. Cheng xianle as a candidate for non independent director of the Fourth Board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
4. Nominate Mr. Li Fei as a candidate for non independent director of the Fourth Board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
5. Nominate Chu Shisheng as a candidate for non independent director of the Fourth Board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
6. Nominate Mr. Ji Jinlong as a candidate for non independent director of the Fourth Board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this. For details, see http://www.cn.info.com.cn
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting system shall be adopted to vote on non independent director candidates one by one.
2、 The proposal on the general election of the board of directors and the nomination of independent director candidates for the Fourth Board of directors was deliberated and adopted one by one
In view of the expiration of the term of office of the third board of directors of the company, the board of directors of the company nominated Mr. Feng Hua and Mr. Li yaokuang and Mr. Xiao Chengwei are candidates for independent directors of the Fourth Board of directors of the company (see the announcement on the general election of the board of directors for the resume of the above personnel), and the term of office is three years from the date of deliberation and approval by the general meeting of shareholders of the company. In order to ensure the normal operation of the board of directors, the independent directors of the third board of directors will continue to perform their duties in accordance with the requirements of laws, administrative regulations and other normative documents and the provisions of the articles of association before the new independent director takes office.
The above independent director candidates have obtained the qualification certificate of independent director recognized by Shenzhen Stock Exchange. The qualification and independence of independent director candidates need to be reported to Shenzhen stock exchange for filing and review. They can be submitted to the general meeting of shareholders of the company for deliberation only after there is no objection.
The directors present at the meeting voted on the above candidates one by one, and the results are as follows:
1. Nominate Mr. Feng Hua as the candidate for independent director of the Fourth Board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
2. Nominate Mr. Li yaokuang as the candidate for independent director of the Fourth Board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
3. Nominate Mr. Xiao Chengwei as the candidate for independent director of the Fourth Board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on this. See http://www.cn.info.com.cn for details such as the statement of independent director nominees and the statement of independent director candidates.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting system shall be adopted to vote on independent director candidates one by one.
3、 The proposal on closing some investment projects with raised funds and permanently replenishing the surplus raised funds with working capital was deliberated and adopted
The company's "new energy vehicle battery management system R & D center construction project" has been completed, and the board of directors agreed to close the above-mentioned investment projects with raised funds, and permanently supplement the working capital with the surplus raised funds of 7.9734 million yuan (including interest income, which is finally subject to the actual amount after bank settlement on the day the funds are transferred out).
Voting results: 9 in favor, 0 against and 0 abstention.
See http://www.cn.info.com.cn.cn for the announcement on closing some investment projects with raised funds and permanently replenishing the surplus raised funds with working capital and the relevant opinions issued by independent directors, the board of supervisors and independent financial advisers.
4、 The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company plans to hold the second extraordinary general meeting of shareholders in 2022 at 14:30 on April 8, 2022 to review the relevant proposals that need to be submitted to the general meeting for approval at the 26th meeting of the board of directors and the third board of supervisors.
Voting results: 9 in favor, 0 against and 0 abstention.
For details of the notice on convening the second extraordinary general meeting of shareholders in 2022, see http://www.cn.info.com.cn.
It is hereby announced.
Guochuang Software Co.Ltd(300520) board of directors March 23, 2022
