Securities code: 300078 securities abbreviation: Hangzhou Century Co.Ltd(300078) Announcement No.: 2022-011 bond Code: 123096 bond abbreviation: Sichuang convertible bond
Hangzhou Century Co.Ltd(300078)
Notice on convening the first extraordinary general meeting of shareholders in 2022
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.
According to the resolution of the 7th Meeting of the 5th board of directors held by Hangzhou Century Co.Ltd(300078) (hereinafter referred to as “the company”) on January 27, 2022, the company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on February 14, 2022. The relevant matters of convening the general meeting of shareholders are hereby notified as follows:
1、 Basic information of the meeting
(I) session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022
(II) convener of the general meeting of shareholders: the board of directors of the company.
(III) legality and compliance of the meeting: after deliberation and approval at the 7th Meeting of the 5th board of directors, the company decided to convene the first extraordinary general meeting of shareholders in 2022. The convening procedures of the general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
(IV) date and time of the meeting:
(1) On site meeting time: 2:30 p.m. on Monday, February 14, 2022;
(2) Online voting time: the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 14, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 09:15 on February 14, 2022 to 15:00 on February 14, 2022.
(V) convening method of the meeting: the shareholders’ meeting adopts the combination of on-site voting and online voting. Shareholders of the company can only choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first voting result shall prevail.
(VI) date and time of equity registration: Wednesday, February 9, 2022
(VII) attendees:
(1) As of the closing of the afternoon of February 9, 2022 (Wednesday), the equity registration date, all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, and can entrust an agent to attend and vote in writing. The agent of the shareholder does not have to be a shareholder of the company, You can also participate in online voting during online voting time;
(2) Directors, supervisors and senior managers of the company;
(3) Witness lawyer employed by the company.
(VIII) meeting place: the company’s meeting room (the meeting room on the third floor of block D, medical benefit center, Qianmo Road intersection, Yueming Road, Binjiang District, Hangzhou, Zhejiang Province).
2、 Matters considered at the meeting
1.00. Review the proposal on Amending the articles of Association
2.00. Review the proposal on Amending the rules of procedure of the board of directors
3.00. Review the proposal on Amending the rules of procedure of the general meeting of shareholders
4.00. Review the proposal on Amending the working system of independent directors
5.00. Review the proposal on formulating the financial aid management system
6.00. Review the proposal on Amending the external guarantee management system
7.00. Review the proposal on Amending the foreign investment management system
8.00. Review the proposal on Amending the measures for the administration of connected transactions
9.00. Review the proposal on Amending the raised funds management system
10.00. Review the proposal on Amending the information disclosure management system
11.00. Review the proposal on Amending the measures for the administration of the shares held by directors, supervisors and senior managers of the company and their changes
12.00. Deliberation on the proposal on Amending the system for preventing the occupation of funds by controlling shareholders and other related parties. The above proposal has been deliberated and adopted at the 7th Meeting of the 5th board of directors. See the company’s gem information disclosure website cninfo (www.cn. Info. Com. CN.) designated by the China Securities Regulatory Commission for details Relevant announcements issued.
The above proposals 1, 2 and 3 are special resolutions, which shall be adopted by the general meeting of shareholders by special resolutions, that is, by more than two-thirds of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
The voting results of the above proposals shall be counted and disclosed separately for small and medium-sized investors (small and medium-sized investors refer to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the listed company).
3、 Proposal code
Proposal remarks
The ticked column of the code proposal name column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 review the proposal on Amending the articles of association √
2.00 deliberation on the proposal on Amending the rules of procedure of the board of directors √
3.00 deliberation on the proposal on Amending the rules of procedure of the general meeting of shareholders √
4.00 deliberation on the proposal on Amending the working system of independent directors √
5.00 deliberation on the proposal on formulating the financial aid management system √
6.00 deliberation on the proposal on Amending the external guarantee management system √
7.00 deliberation on the proposal on Amending the foreign investment management system √
8.00 deliberation on the proposal on Amending the measures for the administration of connected transactions √
9.00 deliberation on the proposal on Amending the raised funds management system √
10.00 deliberation on the proposal on Amending the information disclosure management system
11.00 deliberation on the amendment of the √ shares held by directors, supervisors and senior managers of the company
Proposal on measures for the administration of votes and their changes
12.00 review on Amending the √ system for preventing the occupation of funds by controlling shareholders and other related parties
Proposal of “degree”
4、 Meeting registration method
(I) registration method
(1) If the legal representative of a legal person shareholder attends the meeting, he shall go through the registration formalities with the account card of the legal person shareholder, the copy of the business license stamped with the official seal, the certificate of the legal representative and the ID card; If the agent entrusted by the legal representative attends the meeting, he shall go through the registration formalities with his own ID card, a copy of the business license stamped with the official seal, the power of attorney issued by the legal representative according to law and the account card of the legal person shareholder;
(2) Natural person shareholders shall go through the registration procedures with their own ID card and shareholder account card; If a natural person shareholder entrusts an agent, it shall go through the registration formalities with the agent’s ID card, power of attorney, the principal’s shareholder account card and ID card;
(3) Non local shareholders can register by e-mail or fax. Shareholders should carefully fill in the registration form of shareholders’ participation (Annex I) and send it together with the registration materials to the office of the company’s securities management department before 17:30 (Friday), February 11, 2022. Telephone registration is not accepted.
(II) registration time: from February 10, 2022 to February 11, 2022, 9:00-11:30 and 13:30-17:30 every day.
(III) place of registration: Hangzhou Century Co.Ltd(300078) Office of securities management department.
(IV) precautions: shareholders and shareholders’ agents attending the on-site meeting shall bring the original of relevant certificates to the venue half an hour before the meeting to go through the signing in procedures.
5、 Specific operation process of participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system and Internet voting system of Shenzhen Stock Exchange (address: http://wltp.cn.info.com.cn. ）See Annex I for the specific operation process of voting and online voting.
6、 Other matters
1. Meeting contact information:
Contact: Tang Ying
Tel: 0571-28818665
Fax: 0571-28818665 (please indicate “general meeting of shareholders” on the fax)
2. The duration of the shareholders’ meeting is half a day. Please pay for the accommodation, transportation and other expenses of the participants.
7、 Documents for future reference
1. Hangzhou Century Co.Ltd(300078) resolution of the seventh meeting of the Fifth Board of directors;
8、 Attachment
Annex I. specific operation process of participating in online voting
Annex II Registration Form of shareholders’ Participation
Annex III. power of attorney
It is hereby announced.
Hangzhou Century Co.Ltd(300078) board of directors
January 28, 2022
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code and voting abbreviation: the voting code is “350078”, and the voting abbreviation is “Sichuang voting”. 2. Fill in the voting opinions
The proposals of this general meeting of shareholders are non cumulative voting proposals, and the voting opinions are: agree, disagree and abstain.
3. When shareholders vote on the general proposal, they are deemed to express the same opinions on all other proposals except the cumulative voting proposal.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholder votes on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the specific proposal is voted, the voting opinion of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on February 14, 2022, i.e. 9:15-9:25 a.m., 9:30-11:30 a.m., 13:00-15:00 p.m.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3、 Procedures for voting through the Internet voting system of Shenzhen Stock Exchange
1. The Internet voting system starts voting at 9:15 a.m. on February 14, 2022 (the day of the on-site general meeting) and ends at 15:00 p.m. on February 14, 2022 (the day of the end of the on-site general meeting). 2. Shareholders who conduct online voting through the Internet voting system need to handle identity authentication in accordance with the provisions of the guidelines for online investor service identity authentication business of Shenzhen Stock Exchange (revised in 2016) and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”. The specific identity authentication process can log in to the Internet voting system http://wltp.cn.info.com.cn. Refer to the rule guidance column.
3. Shareholders can log in according to the service password or digital certificate obtained http://wltp.cn.info.com.cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
Annex II
Hangzhou Century Co.Ltd(300078)
Registration form of shareholders’ participation in the first extraordinary general meeting of shareholders in 2022
Name or ID number / Business Camp
Business license number
Number of shares held in shareholder’s account
Contact number e-mail
Contact address: do you attend the meeting in person
Trustee name remarks
Annex III
Power of attorney
To: Hangzhou Century Co.Ltd(300078)
