Securities code: 000971 securities abbreviation: St Gaosheng Announcement No.: 2022-01 Gosun Holdings Co.Ltd(000971)
Announcement on resolutions of the 63rd meeting of the 9th 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.
Gosun Holdings Co.Ltd(000971) the 63rd meeting of the ninth board of directors was notified to all directors, supervisors and senior managers by e-mail on January 7, 2022, and was held at 14:30 p.m. on Monday, January 10, 2022 by means of on-site and communication voting, The site meeting was held at room 2002, 20 / F, tower a, IFC building, a8 Jianguomenwai street, Chaoyang District, Beijing. There are 10 directors who should vote at the meeting and 10 directors who actually vote. The meeting was presided over by Mr. Zhang Dai, chairman of the board of directors. The convening and voting procedures of the meeting were in line with the relevant provisions of the company law and the articles of association. The following proposals were considered and adopted at the meeting:
1、 Proposal on the general election of the board of directors of the company;
In view of the expiration of the term of office of the ninth board of directors of the company, according to the company law, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations and the articles of association, the replacement plan of the board of directors of the company is as follows: upon nomination by the Nomination Committee of the ninth board of directors, the board of directors of the company agreed to nominate Zhang Dai, Xu Lei, Li Wei, Li Sheng, Fu Gangyi, Yin Xudong Chen Yubo (personal resume attached) is a candidate for non independent director of the 10th board of directors of the company; It is agreed to nominate Shen Mingming, sun Chunhong, Bian Hong and Liu Jingjian (personal resume attached) as candidate independent directors of the 10th board of directors of the company.
Among the above candidates for directors, the total number of directors concurrently serving as senior managers of the company and employees’ representatives does not exceed half of the total number of directors of the company. According to relevant regulations, the qualification and independence of candidates for independent directors of the company shall be reviewed by Shenzhen Stock Exchange before they can be submitted to the general meeting of shareholders of the company for deliberation. Bian Hong and Liu Jingjian have obtained the qualification certificate of independent directors recognized by Shenzhen Stock Exchange. Shen Mingming and sun Chunhong have not obtained the qualification certificate of independent directors of Shenzhen Stock Exchange, but they have made a written commitment to the board of directors of the company to participate in the latest independent director training and obtain the qualification certificate of independent directors recognized by Shenzhen Stock Exchange. Among them, sun Chunhong and Bian Hong are accounting professionals.
If the above candidates for non independent directors and independent directors are elected after being elected by the general meeting of shareholders of the company, their term of office is three years, calculated from the date of adoption by the general meeting of shareholders of the company. The existing directors of the ninth board of directors will continue to perform their duties before the new board of directors is elected, and will not automatically retire until the date of the new board of directors.
The independent directors of the company have expressed their independent opinions. This proposal still needs to be deliberated and approved by the general meeting of shareholders of the company.
Voting results: 10 in favor, 0 against and 0 abstention.
2、 Proposal on Directors’ remuneration of the 10th board of directors of the company;
The remuneration and assessment committee of the ninth board of directors of the company comprehensively investigated the remuneration standards of regions and industries. After the study and decision of the board of directors of the company, the allowance for independent directors is proposed to be RMB 200000 / year (after tax). Non independent directors do not receive directors’ remuneration in the company. Directors holding positions in the company or its subsidiaries receive corresponding remuneration according to their positions in the company or its subsidiaries, and will not receive additional directors’ remuneration or allowances; Directors who do not hold office within the company or its subsidiaries shall not receive directors’ remuneration and allowances. The independent directors of the company have expressed their independent opinions. This proposal still needs to be deliberated and approved by the general meeting of shareholders of the company.
Voting results: 10 in favor, 0 against and 0 abstention.
3、 Proposal on remuneration scheme for senior management of the company;
In order to fully mobilize the work enthusiasm of the company’s senior managers, the remuneration scheme for the company’s senior managers is hereby formulated in accordance with relevant national laws, regulations and the articles of association, as well as the income level of the industry and region, and in combination with the actual situation of the company. The specific salary payment standard of the company’s senior managers shall be determined according to the risk, responsibility, work content and personnel’s comprehensive ability of each post, and shall be evaluated by the salary and assessment committee of the board of directors every year.
The independent directors of the company have expressed their independent opinions.
Voting results: 10 in favor, 0 against and 0 abstention.
4、 Notice on convening the first extraordinary general meeting of shareholders in 2022;
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on January 27, 2022. For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and http://www.cn.info.com.cn Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-02).
Voting results: 10 in favor, 0 against and 0 abstention.
5、 Proposal on signing the supplementary agreement (V) to the agreement on issuing shares and paying cash to purchase assets.
The company now plans to sign the supplementary agreement (V) to the agreement on issuing shares and paying cash to purchase assets with Junfeng Huayi emerging industry investment fund, the former shareholder of Beijing Huaqi Communication Technology Co., Ltd., and pay the corresponding amount in accordance with the agreement. For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and http://www.cn.info.com.cn Announcement on the progress of the acquisition of Huaqi communication (Announcement No.: 2022-03).
It is hereby announced.
Gosun Holdings Co.Ltd(000971) attachment of the board of directors on January 11, 2002:
1. Director candidate
Zhang Dai, male, born in July 1972, Chinese nationality, postgraduate, senior engineer in communication.
In the past five years, he has successively served as CEO of CLP Zhiyun Holdings Co., Ltd., chairman and general manager of Guiyang CLP High Tech Data Technology Co., Ltd., executive director and general manager of Qingzhen CLP Guiyun Communication Industry Development Co., Ltd., executive director and general manager of Guiyang Zhiyun Fusion Technology Co., Ltd., chairman of China cloud data (Guiyang) Co., Ltd Chairman of zhongyun times data technology (Beijing) Co., Ltd., chairman and general manager of Changzhi Zhiyun Ronghe big data Co., Ltd., executive director of Shanxi zhongyun Data Technology Co., Ltd., director and general manager of Guizhou Gui’an Big Data Technology Co., Ltd., and executive director of sinocloud Group Limited.
He is currently the chairman of hanxiputai (Guiyang) Hospital Investment Management Co., Ltd., the director of Guizhou Xinyikang Health Industry Co., Ltd., the executive director of Tianjin bairuoke Pharmaceutical Biotechnology Co., Ltd., Gosun Holdings Co.Ltd(000971) chairman and general manager.
Mr. Zhang Dai is not allowed to be nominated as a director of a listed company as stipulated in the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange; Not subject to the administrative punishment of the CSRC or the punishment of the stock exchange; There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for investigation due to suspected violation of laws and regulations, and there is no clear conclusion; Not publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or included in the list of dishonest Executees by the people’s court; Now, it indirectly holds 158550396 shares of the company through Tianjin bairuoke Pharmaceutical Biotechnology Co., Ltd., which is the actual controller of the company; Qualifications meeting the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions.
Xu Lei, male, born in 1980, bachelor degree.
Since 2008, he has served as the director and general manager of Jilin Gaosheng Technology Co., Ltd; Since July 2011, he has served as executive director and general manager of Hangzhou Yuanshi Technology Co., Ltd; From October 2014 to now, he has served as the supervisor of Shanghai konjac Network Technology Co., Ltd; From November 2015 to now, he has served as Gosun Holdings Co.Ltd(000971) director and deputy general manager; Since January 2018, he has served as executive director and general manager of Hangzhou Gaosheng Yunzhi Technology Co., Ltd.
Mr. Xu Lei is not allowed to be nominated as a director of a listed company as stipulated in the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange; There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for investigation due to suspected violation of laws and regulations, and there is no clear conclusion; Not publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or included in the list of dishonest Executees by the people’s court; No relationship with shareholders and actual controllers holding more than 5% of the company’s shares, and no relationship with other directors, supervisors and senior managers of the company; Holding 10071756 shares of the company; Qualifications meeting the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions.
Li Wei, male, born in October 1963, CPC member, bachelor degree, certified public accountant.
Ten years of working experience in the military financial and audit headquarters, participated in a number of major national and military financial and audit matters, as well as the construction of financial and audit regulations and systems, and performed meritorious deeds and received awards for many times. From June 2001 to may 2012, he successively served as vice president, President and chief operating officer of Shuangwei education group. From May 2014 to February 2020, he served as president of CEC smart cloud Holdings Co., Ltd. and President of Sino cloud group. Served as Gosun Holdings Co.Ltd(000971) deputy general manager since March 2020. Be familiar with satellite and network communication value-added service business, and have rich experience in finance, audit, investment, reorganization, listing and daily operation management of the company.
Mr. Li Wei is not allowed to be nominated as a director of a listed company as stipulated in the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange; Not subject to the administrative punishment of the CSRC or the punishment of the stock exchange; There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for investigation due to suspected violation of laws and regulations, and there is no clear conclusion; Not publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or included in the list of dishonest Executees by the people’s court; No relationship with shareholders and actual controllers holding more than 5% of the company’s shares, and no relationship with other directors, supervisors and senior managers of the company; Not holding shares in the company; Qualifications meeting the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions.
Li Sheng, male, born in November 1973, master of engineering, senior engineer.
From August 1996 to August 2008, successively served as director of transmission center, director of maintenance department, director of marketing department and general manager of County company of Guiyang Telecom; From August 2008 to March 2010, he served as the deputy general manager of Guizhou telecom signal hundred branch; two thousand and ten
From March 2003 to March 2020, he successively served as general manager of information technology development branch of Guizhou Communication Industry Service Co., Ltd., general manager of Guizhou post and Telecommunications Planning and Design Institute Co., Ltd., director of maintenance department of Guizhou Communication Industry Service Co., Ltd. and general manager of Guizhou Communication Construction Engineering Co., Ltd. Served as Gosun Holdings Co.Ltd(000971) deputy general manager since March 2020.
Mr. Li Sheng is not allowed to be nominated as a director of a listed company as stipulated in the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange; Not subject to the administrative punishment of the CSRC or the punishment of the stock exchange; There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for investigation due to suspected violation of laws and regulations, and there is no clear conclusion; Not publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or included in the list of dishonest Executees by the people’s court; No relationship with shareholders and actual controllers holding more than 5% of the company’s shares, and no relationship with other directors, supervisors and senior managers of the company; Not holding shares in the company; Qualifications meeting the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions.
Fu Gangyi, male, born in October 1970, bachelor degree, senior communication engineer.
From August 2003 to November 2007, he served as vice president of Beijing Telecom Planning and Design Institute; From November 2007 to July 2010, he served as the general manager of Beijing huaruitengfei Communication Design Co., Ltd; From October 2010 to now, he has been the general manager of Beijing Huaqi Communication Technology Co., Ltd., a subsidiary of the company; Served as Gosun Holdings Co.Ltd(000971) deputy general manager since March 2020.
Mr. Fu Gangyi is not allowed to be nominated as a director of a listed company as stipulated in the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange; Not subject to the administrative punishment of the CSRC or the punishment of the stock exchange; There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for investigation due to suspected violation of laws and regulations, and there is no clear conclusion; Not publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or included in the list of dishonest Executees by the people’s court; No relationship with shareholders and actual controllers holding more than 5% of the company’s shares, and no relationship with other directors, supervisors and senior managers of the company; Holding 10041605 shares of the company; Qualifications meeting the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions.
Yin Xudong, male, born in April 1978, has a bachelor’s degree.
From 2001 to 2008, he served as technical director and engineer of China Telecom Corporation Limited(601728) Jincheng Branch; From 2008 to 2010, he served as Jincheng Branch of China network communication
