Securities code: 002558 securities abbreviation: Giant Network Group Co.Ltd(002558) Announcement No.: 2022-pro 002 Giant Network Group Co.Ltd(002558)
Announcement on the resolutions of the 15th 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.
1、 Convening of board meeting
According to Giant Network Group Co.Ltd(002558) (hereinafter referred to as “the company”), the notice of the 15th meeting of the 5th board of directors was sent to all directors by e-mail on January 9, 2022, and the meeting was held by means of communication voting on January 11, 2022. There are 7 directors who should attend the meeting and 7 actually attended the meeting. Elected by all directors, the meeting was presided over by the director Mr. Meng Wei, and some supervisors, senior managers and relevant personnel of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other laws, regulations, normative documents and the relevant provisions of the Giant Network Group Co.Ltd(002558) articles of association, and the meeting is legal and effective.
2、 Deliberations of the board meeting
After careful deliberation by the participating directors, the following resolutions were reached: (1) the proposal on signing the strategic cooperation framework agreement and related party transactions was considered and adopted
The board of directors unanimously agreed to sign the strategic cooperation framework agreement with the company’s related party Shanghai golden partner Biotechnology Co., Ltd. (hereinafter referred to as “golden partner”) to carry out in-depth cooperation in the field of consumer goods digital marketing services. The cooperation period is one year from the date of approval by the company’s general meeting, and the total amount of cooperation expenses shall not exceed RMB 20 million. Mr. Shi Yuzhu, chairman of the company, was the actual controller of the golden partner and avoided voting; Ms. Liu Wei, a director and general manager of the company, once served as a director of the golden partner and also avoided voting.
The independent directors approved the matter in advance and expressed their agreed independent opinions.
Voting results: 5 in favor, 0 against and 0 abstention.
After the occurrence of this related party transaction, the accumulated amount of related party transactions with related parties within 12 consecutive months will reach more than 30 million yuan, accounting for more than 5% of the absolute value of the company’s latest audited net assets. This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
For details, see the company’s publication on the designated information disclosure media and cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on signing the strategic cooperation framework agreement and related party transactions (Announcement No.: 2022-p.003).
(II) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company plans to hold the first extraordinary general meeting of shareholders in 2022 on January 27, 2022 to review the above proposals.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, see the company’s publication on the designated information disclosure media and cninfo.com on the same day（ http://www.cn.info.com.cn. ）Notice on the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-p 004).
3、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting;
2. Prior approval of independent directors on relevant matters of the 15th meeting of the Fifth Board of directors;
3. Opinions on relevant matters of the 15th independent board of directors.
It is hereby announced.
Giant Network Group Co.Ltd(002558) board of directors
January 12, 2022
