Stock code:002340 Stock abbreviation:GEM Announcement Number:2021-005
All members of the company and the board of supervisors guarantee that the information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.
1. The meeting of the board of supervisors
January 20, 2021, GEMThe eighteenth meeting of the fifth board of supervisors of a company limited by shares (hereinafter referred to as the”company”) was held in Jingmen City GEM New Materials Co., Ltd. The company’s meeting room was held by means of on-site voting with communication, and the notice of the meeting was sent to all supervisors by fax or email on January 18, 2021. There were 3 supervisors who should attend the meeting and 3 supervisors who actually participated in the meeting (among them, supervisor Mr. Zhou Bo attended the meeting by means of communication voting). The number of people present at the meeting exceeds one-half of the total number of supervisors, and the voting is valid. The meeting was chaired by Mr. Zhou Bo, Chairman of the Board of Supervisors. The time, place and method of the meeting were in compliance with the relevant provisions of the”Company Law of the People’s Republic of China” and the”Articles of Association”.
II. Deliberations at the meeting of the Board of Supervisors
1. With 3 votes in favor, 0 votes against, and 0 abstentions, the meeting reviewed and passed the”Proposal on Expected Part of Daily Related Party Transactions in 2021″.
For the”Announcement on the Estimated Part of the Daily Related Party Transactions in 2021″, please refer to the company’s designated information disclosure media”China Securities News”,”Securities Times”,”Shanghai Securities News”,”Securities Daily” and Juchao Information Network (http://www.cninfo.com.cn).
This proposal still needs to be submitted to the company’s first extraordinary general meeting of shareholders in 2021 for consideration.
3. Documents for reference
The resolutions of the 18th meeting of the Fifth Board of Supervisors signed by the participating supervisors and stamped with the seal of the Board of Supervisors.
Here is an announcement
GEM Co., Ltd. Board of Supervisors
2January 20, 2011
Stock code:002340 Stock abbreviation:GEM Announcement Number:2021-006
GEM Co., Ltd.
About the company and its subsidiaries Announcement on the company’s application for bank credit
The company and all members of the board of directors guarantee that the information disclosed is true, accurate, and complete, and there are no false records, misleading statements or major omissions.
1. Overview of applying for credit
GEM Co., Ltd. (hereinafter referred to as” Company”) and its subsidiary companies in Jingmen City GEM New Materials Co., Ltd., Jingmen DeweiGEM Tungsten Resource Recycling Co., Ltd., Green Eco (Jingmen) New Energy Materials Co., Ltd., GEM (Wuhan) City Mining Industry Group Co., Ltd., GEM (Jiangsu) Cobalt Industry Co., Ltd., GEM (Wuxi) Energy Materials Co., Ltd., GEM (Tianjin) Urban Mineral Recycling Industry Development Co., Ltd. Due to the expiration of the original credit line and the need for new funds, in order to meet the business development needs of the company and its subsidiaries, and to ensure the implementation of the company’s strategy, the company and its subsidiaries It is proposed to apply for a comprehensive credit line that does not exceed the equivalent of RMB 21,133.79 million.
On January 20, 2021, the twenty-third meeting of the company’s fifth board of directors reviewed and approved the”Proposal on the Company and its Subsidiaries Applying for Bank Credit.” According to the”Articles of Association” and other relevant laws and regulations, the proposal still needs to be submitted to the first extraordinary general meeting of shareholders in 2021 for deliberation.
2. The basic situation of this application for credit extension
Unit:ten thousand yuan
The specific credit line, credit bank, and credit subject of the above companies and subsidiaries can be According to the actual demand, it will be adjusted according to the needs of each company within the above-mentioned total amount, and can be recycled within the credit period. The specific credit banks and the corresponding credit lines, types of credits, credit periods, and guarantee methods are subject to the relevant contracts signed by the company and its affiliated companies with the bank. When handling the relevant business under the above-mentioned bank and affiliated companies’ credit agreements, this resolution shall To be effective, no separate board resolution will be issued.
3. Opinions of the board of directors
The board of directors believes that:the company and its affiliated companies obtain a certain comprehensive bank credit line to protect the demand for funds for the development of their business and business, thereby providing the company and its affiliates A solid foundation has been laid for maintaining sustained and stable development. At the same time, the production and operation of the company and its subsidiaries are normal and have sufficient debt repayment ability. Therefore, it is agreed that the company and its affiliates have applied for a combined credit line of no more than the equivalent of RMB 20,133.79 million, and agreed to submit the proposal to the first extraordinary general meeting of shareholders in 2021 for deliberation.
Here is an announcement
GEM Board of Directors
2January 20, 2011
Stock code:002340 Stock abbreviation:GEM Announcement Number:2021-011
GEM Co., Ltd. on the convening of 2021
Notice of the first extraordinary general meeting of shareholders
According to GEM Co., Ltd. (hereinafter referred to as the”Company”) The twenty-third meeting of the fifth board of directors was held on January 20, 2021. The meeting decided to hold the company’s 2021 first extraordinary general meeting of shareholders on February 5, 2021. The general meeting of shareholders adopted on-site voting and online voting. Convened in a combined manner, the relevant matters of this meeting are hereby notified as follows:
I. Basic situation of the meeting
1. Number of shareholders meeting:the first in 2021 Extraordinary General Meeting of Shareholders
2. The convener of the general meeting of shareholders:the company’s board of directors
After deliberation and approval at the 23rd meeting of the company’s fifth board of directors, it was decided to convene the first interim meeting of General meeting of shareholders.
3. The legality and compliance of the meeting:The convening and convening of the general meeting of shareholders meets the requirements of relevant laws, administrative regulations, departmental rules, regulatory documents and company articles of association.
4. Date and time of the meeting:
Online voting time:
(1) Specific time for online voting through the Shenzhen Stock Exchange trading system From 9:15 to 9:25 in the morning and 9:30 to 11:30, and from 13:00 to 15:00 in the afternoon on February 5, 2021.
(2) The specific time for voting via the Internet of the Shenzhen Stock Exchange is any time between 9:15 am and 15:00 pm on February 5, 2021.
5. The method of holding the meeting:
This shareholders meeting adopts a combination of on-site voting and online voting. This shareholders meeting will provide the company’s shareholders with an online voting platform through the Shenzhen Stock Exchange system and the Internet voting system (http://wltp.cninfo.com.cn). Shareholders can exercise their voting rights through the above systems during online voting hours. .
The shareholders of the company should choose either on-site voting or online voting. If there are repeated voting with the same voting rights, the result of the first valid voting shall prevail.
6. Shareholding registration date of the meeting:January 28, 2021
(1) Where January 28, 2021 After the transaction ends in the afternoon, all shareholders of the company registered with the Shenzhen branch of China Securities Depository and Clearing Co., Ltd. have the right to attend and vote at this general meeting by notice; shareholders who cannot attend the general meeting in person can authorize others to act on their behalf Attendance (the authorized person does not need to be a shareholder of the company, and the power of attorney is in the attachment).
(2) Company directors, supervisors and senior managers.
(3) Witness lawyers hired by the company and other guests invited by the board of directors.
8. Meeting place:Company meeting room (20th floor, Block A, Rongchao Binhai Building, Haixiu Road, Baoan District, Shenzhen).
2. Matters for consideration at the meeting
1. Review the”Proposal on the Company and its Subsidiaries Applying for Bank Credit”;
2. Review the”About the Company as Subordinates” The company’s proposal on applying for bank credit to provide guarantee;
3. Review the”Proposal on the company’s subsidiary company applying for bank credit and the company providing guarantee for it”;
4. The company’s subsidiary companies apply for the financial leasing business and the company provides guarantees for them”;
5. Deliberate the”Proposal on the Expected Part of the Daily Related Party Transactions in 2021″;
1 to 5 proposals have been reviewed and approved at the 23rd meeting of the fifth board of directors of the company and the 18th meeting of the fifth board of supervisors on January 20, 2021. For details, please refer to the company’s designated information disclosure media”China Securities China Daily, Securities Times, Shanghai Securities News, Securities Daily and Juchao Information Network (http://www.cninfo.com.cn).
The 2nd, 3rd, and 4th proposals above are all special resolutions, which must be passed by more than 2/3 of the voting rights held by shareholders (including proxies) attending the general meeting.
The fifth proposal above, Mr. Xu Kaihua, Ms. Wang Min, Mr. Chen Xingti, Mr. Pan Feng, Mr. Song Wanxiang, Mr. Ouyang Mingzhi, Mr. Lu Xijin, Mr. Chen Min, and Mr. Mu Menggang as related shareholders need to abstain from voting.
According to the requirements of the”Listed Companies’ Shareholders’ Meeting Rules”, the proposals of this meeting of shareholders must count the votes of small and medium investors separately (small and medium investors refer to shareholders other than the following shareholders:(1) Directors, supervisors and senior managers of listed companies; (2) shareholders who individually or collectively hold more than 5%of the shares of listed companies).
3. Proposal code
The proposal code table of this shareholders meeting:
4. Meeting registration method
(2) Registration method ：
1. If the legal representative represents the legal person shareholders to attend this meeting, they should show their ID card, legal representative’s identity certificate, and securities account card;
2. If the agent entrusted by the legal representative attends this meeting on behalf of the legal shareholder, the agent shall present his ID card, a written power of attorney issued by the legal representative of the legal shareholder unit, and a securities account card;
3. Individual shareholders who attend this meeting in person should present their ID card or other valid certificates or certificates that can show their identity, and securities account card;
4. The agent will attend this meeting on behalf of the individual shareholders At the meeting, the agent’s valid ID, the shareholder’s power of attorney signed by the client and the securities account card should be presented;
5. Those attending the meeting should present the aforementioned authorization to the conference registration office The power of attorney, the original ID of the person, and a copy of the aforementioned required vouchers should be submitted to the conference registration office.
Resident shareholders can register by letter or fax. The letter or fax should contain the above-mentioned documents (the letter or fax should arrive at the company before 17:00 on January 29, 2021)
(3) Registration location:GEM Securities Department of Co., Ltd.
Mailing address:20th Floor, Block A, Rongchao Binhai Building, Haixiu Road, Baoan District, Shenzhen
Designated Fax:0755 -33895777
Contact person:Ouyang Mingzhi, Cheng Qingmin
Five. Participate in the specific operation process of online voting
At this shareholders meeting, shareholders can pass The Shenzhen Stock Exchange’s trading system and Internet voting system (address:http://wltp.cninfo.com.cn) participated in the voting, and gave specific explanations on matters related to online voting. Please refer to Annex 1 for the content and format that need to be explained when participating in the online voting.
Six. Other matters
1. This meeting lasts for half a day, and shareholders attending the meeting shall pay for their board and lodging and transportation expenses.
2. Shareholders are requested to assist the staff in the registration work and attend the meeting at that time.
7. Documents for reference
The resolutions of the 23rd meeting of the fifth board of directors signed by the participating directors and stamped with the seal of the board of directors.
Specific operating procedures for participating in online voting
1. Online voting procedures
1. Voting of common stocks Code and voting abbreviation:The voting code is”362340″, and the voting abbreviation is”Green Voting”;
2, the proposal of this shareholders meeting is a non-cumulative voting proposal, and the decision in the form:agree, oppose, abstain;
3. When shareholders vote on the general proposal, they are deemed to have expressed the same opinion on all proposals except cumulative voting proposals. When shareholders repeatedly vote on the general proposal and the specific proposal, the first valid vote shall prevail. If shareholders vote on a specific proposal first, and then vote on the general proposal, the voting opinions of the specific proposals that have been voted shall prevail, and the voting opinions of the general proposal shall prevail for other unvoted proposals; if the general proposal is voted first Voting, and then voting on specific proposals, the voting opinions of the general proposal shall prevail.
2. Procedures for voting through the trading system of the Shenzhen Stock Exchange
1. Voting time:trading hours on February 5, 2021, that is, 9:15 to 9:25 and 9 am :30 to 11:30, 13:00-15:00 in the afternoon.
2. Shareholders can log in to the securities company trading client to vote through the trading system.
3. Procedures for voting through the Internet voting system of the Shenzhen Stock Exchange
1. The voting time of the Internet voting system is from 9:15 am to 15:00 pm on February 5, 2021 Any time during the period.
2. Shareholders who use the Internet voting system to vote online must apply for identity verification in accordance with the”Guidelines for the Identity Verification of Investor Network Services of the Shenzhen Stock Exchange (2016 Revision)” and obtain the”Shenzhen Stock Exchange Digital Certificate” or”Shenzhen Stock Exchange Investor Service Password”. The specific identity authentication process can be found in the rules and guidelines section of the Internet voting system http://wltp.cninfo.com.cn.
3. Shareholders can log on to http://wltp.cninfo.com.cn to vote through the Internet voting system of the Shenzhen Stock Exchange within the specified time according to the obtained service password or digital certificate.
Power of Attorney
I hereby authorize Mr. (Ms.) to attend on behalf of me (this shareholder unit)GEM Co., Ltd. 2021 first extraordinary general meeting.
Agent’s ID number:
The principal’s signature (legal shareholder stamped with the unit seal):
Principal’s securities account number:
Number of shares held by the principal:
Date of issue of entrusted bookmark:
Entrusted validity period:
I (this The shareholders’ unit)’s voting opinions on the various proposals considered at the meeting of shareholders’ meeting are as follows:
Special note:The client’s instructions to the trustee are subject to “agree”, “opposition”, and “abstain”. Tick ”√” in the box shall prevail, and there shall be no two or more instructions for the same deliberation item. If the client does not give specific instructions on the voting opinions of a deliberation item or has two or more instructions for the same deliberation item, the trustee has the right to decide to vote on the item according to his own will.