Securities code: The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) securities abbreviation: The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) Announcement No.: 2022119 announcement on changing the convener and moderator of the 2021 annual general meeting of shareholders as the board of supervisors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records
Contains, misleading statements or material omissions.
The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) (hereinafter referred to as “the company”) the board of supervisors received the letter to the board of supervisors of Guangdong Great Wall Culture Group Co., Ltd. from Mr. Sun Guangming (holding 20.10% of the voting rights of the company), and suggested that an extraordinary general meeting of shareholders be held as soon as possible to consider relevant proposals.
According to the announcement on the resignation of directors and independent directors of the company (Announcement No.: 2021148), announcement on the resignation of directors of the company (Announcement No.: 2022046) and supplementary announcement on the notice of convening the third extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022082) disclosed by the company The announcement on the resolution of the third extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022102) and the legal opinion of Shanghai Xulun law firm on The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) the third extraordinary general meeting of shareholders in 2022, etc. as of the disclosure date of this announcement, the positions of directors of the company are as follows:
Serial number name director type position status description
According to the announcement on the resolution of the third extraordinary general meeting of shareholders in 2022, Chairman Sun Guangming was dismissed from office (Announcement No.: 2022102)
2. Director Mao Weiping in office/
3. Qian Di’s independent director in office/
4. Vice chairman Zhang Yuchen resigned and applied for resignation on March 25, 2022
Five independent directors resigned from the company and applied for resignation on December 27, 2021
6. Director Xu Jie was in office and was elected as a director on May 6, 2022
7. Li Xiang, an independent director, was elected as an independent director on May 6, 2022
Article 19 the board of directors shall be a limited liability company with 108 to 58 members. Article 106 of The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of Association (hereinafter referred to as the “articles of association”) stipulates that the board of directors is composed of five directors, of which the number of independent directors shall not be less than one-third of the members of the board of directors.
Since the resolution of the third extraordinary general meeting of shareholders of the company in 2022 came into effect on May 6, 2022, there have been four serving directors on the board of directors of the company, namely, Director Mao Weiping, director Xu Jie, independent director Qian Di and independent director Li Xiang. Therefore, the number of in-service directors of the company does not comply with the provisions on the minimum quorum in Article 108 of the company law.
In view of the fact that the number of members of the board of directors of the company is lower than the minimum quorum, the lawyer believes that the board of directors cannot perform its duties normally during this period, so it is unable to convene and preside over the general meeting of shareholders. According to Article 101 of the company law, “if the board of directors is unable or fails to perform the duty of convening the general meeting of shareholders, the board of supervisors shall convene and preside over it in time.” Therefore, the board of supervisors of the company shall timely convene and preside over the 2021 annual general meeting of shareholders.
Now, the board of supervisors confirms all announcements related to this general meeting of shareholders. The company now changes the convener of the 2021 annual general meeting of shareholders to the board of supervisors. This annual general meeting of shareholders of the company is presided over by the board of supervisors.
It is hereby announced.
The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) board of supervisors may 23, 2022
