Securities code: 002621 securities abbreviation: Dalian My Gym Education Technology Co.Ltd(002621) Announcement No.: 2022-016 Dalian My Gym Education Technology Co.Ltd(002621)
Proposal on adding temporary shareholders’ meeting in 2022
Announcement of Supplementary Notice of the general meeting of shareholders
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.
Dalian My Gym Education Technology Co.Ltd(002621) (hereinafter referred to as “the company”) deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022 at the 50th meeting of the Fifth Board of directors held on January 17, 2022, On January 18, 2022, the company disclosed the announcement on the notice of convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-010) on cninfo.com, Securities Daily, securities times and China Securities News. The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 at 15:30 p.m. on February 10, 2022, and announced the meeting time Venue, discussion topics and other related matters.
On January 27, 2022, the 51st meeting of the 5th board of directors and the 29th meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on the prediction of daily connected transactions in 2022, which needs to be submitted to the general meeting of shareholders of the company for deliberation. For details, please refer to the announcement on the resolution of the 51st meeting of the 5th board of directors (Announcement No.: 2022-013) and the announcement on the forecast of daily connected transactions in 2022 (Announcement No.: 2022-015) disclosed by the company on cninfo.com, Securities Daily, securities times and China Securities News on the same day.
On the same day, Zhuhai Rongcheng Investment Center (limited partnership), the controlling shareholder holding 30.18% of the company’s shares, submitted the letter on adding interim proposals to the first extraordinary general meeting of shareholders in 2022 to the board of directors of the company. In order to improve the deliberation efficiency of the meeting and reduce the cost of holding the meeting, It is proposed to submit the proposal on the prediction of daily connected transactions in 2022 to the first extraordinary general meeting of shareholders in 2022 for deliberation. According to the relevant provisions of the company law of the people’s Republic of China, the rules of procedure of the general meeting of shareholders and the Dalian My Gym Education Technology Co.Ltd(002621) articles of association: “shareholders who individually or jointly hold more than 3% of the shares of the company may put forward interim proposals and submit them to the convener in writing 10 days before the general meeting of shareholders.” The board of directors of the company considers that Zhuhai Rongcheng Investment Center (limited partnership), as a shareholder holding more than 3% of the company’s shares, its sponsor qualification, proposal content and proposal procedure comply with relevant regulations, and agrees to submit the above proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
In addition to adding the above one temporary proposal, other deliberation matters, meeting time, meeting place, meeting duration, equity registration date and registration method listed in the announcement on convening the first extraordinary general meeting of shareholders in 2022 remain unchanged. The supplementary notice on relevant matters of the first extraordinary general meeting of shareholders in 2022 held by the company on February 10, 2022 is as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022.
2. Convener of the general meeting of shareholders: the 50th meeting of the 5th board of directors of the company is convened by the board of directors of the company.
3. The convening of this general meeting of shareholders complies with the provisions of the company law of the people’s Republic of China and the Dalian My Gym Education Technology Co.Ltd(002621) articles of association.
4. Meeting time:
(1) On site meeting time: 15:30 on Thursday, February 10, 2022;
(2) Online voting time: February 10, 2022;
Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is 9:15 a.m. to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on February 10, 2022;
The specific time for voting through the Internet of Shenzhen stock exchange is any time from 9:15 on February 10, 2022 to 15:00 on February 10, 2022.
5. Convening method of the meeting: the shareholders’ meeting is held by combining on-site voting and online voting.
The company will provide online voting platform to all shareholders of the company registered on the equity registration date through the trading system of Shenzhen Stock Exchange and Internet voting system. Shareholders can exercise their voting rights through the above system during online voting time. When shareholders of the company vote, the same share can only choose one of on-site voting or online voting. In case of repeated voting of the same voting right, the first voting result shall prevail.
6. Equity registration date: February 7, 2022
7. Attendees:
(1) As of the afternoon closing of February 7, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. All the above shareholders of the company 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 need to be a shareholder of the company. See Annex 1 for the power of attorney.
(2) Directors, supervisors and senior managers of the company.
(3) A lawyer employed by the company.
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Site meeting address: conference room on the second floor of building A3, yard 50, Anjia building, Chaoyang District, Beijing. 2、 Matters considered at the meeting
1. Proposal name and proposal code table
remarks
Proposal code proposal name the ticked column can vote
Cumulative voting
Proposals 1 and 2 are equal elections
proposal
1.00 proposal on the change of the board of directors of the company and the election of 6 non independent directors of the sixth board of directors
1.01 elect Mr. Zhang Shulin as a non independent director of the sixth board of directors √
1.02 elect Ms. Shi Yu as a non independent director of the sixth board of directors of the company √
1.03 elect Mr. Liu Junjun as a non independent director of the sixth board of directors of the company √
1.04 elect Ms. Zhu gujia as a non independent director of the sixth board of directors √
1.05 elect Mr. Guan Jingdong as a non independent director of the sixth board of directors of the company √
1.06 elect Mr. Yu Yang as a non independent director of the sixth board of directors of the company √
2.00 proposal on the change of the board of directors of the company and the election of 3 independent directors to be elected for the sixth board of directors
2.01 elect Mr. Li Yang as the independent director of the sixth board of directors √
2.02 elect Ms. Yin Yue as the independent director of the sixth board of directors of the company √
2.03 elect Mr. Longsen Ye as an independent director of the sixth board of directors of the company √
Non cumulative voting proposal
3.00 on the change of the board of supervisors of the company and the election of shareholder representatives of the sixth board of supervisors √
Proposal of supervisors
4.00 proposal on prediction of daily connected transactions in 2022 √
Proposal 1 and 2 adopt cumulative voting system (equal voting); Independent directors and non independent directors shall vote separately.
The qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange, and the shareholders’ meeting can vote only after there is no objection. Among them, 6 non independent directors should be elected and 3 independent directors should be elected. The number of election votes owned by shareholders is the number of voting shares held by them multiplied by the number of candidates to be elected. Shareholders can arbitrarily distribute the number of election votes among candidates within the limit of the number of candidates to be elected (they can cast zero votes), but the total number shall not exceed the number of election votes they own. Proposal 3: only one supervisor shall be elected, and the cumulative voting system shall not apply. The above proposal will separately count and publicly disclose the votes of small and medium-sized investors (excluding directors, supervisors, senior managers and other shareholders who individually or jointly hold more than 5% of the shares of the company).
2. Disclosure of proposals
Proposal 1 and 2 have been deliberated and approved at the 50th meeting of the 5th board of directors of the company, and proposal 3 has been deliberated and approved at the 28th meeting of the 5th board of supervisors of the company. See the relevant announcements published in securities times, Securities Daily, China Securities News and cninfo on January 18, 2022 for details; Proposal 4 has been deliberated and adopted at the 51st meeting of the 5th board of directors and the 29th meeting of the 5th board of supervisors of the company. Related shareholders avoid voting and shall not exercise voting rights on behalf of other shareholders. See the relevant announcements published in securities times, Securities Daily, China Securities News and cninfo on January 28, 2022 for details.
3、 Meeting registration and other matters
1. Registration method and relevant requirements for entrusting others to attend the general meeting of shareholders:
(1) Corporate shareholders attending the meeting must hold a copy of business license (official seal), identity certificate and identity card of legal representative; If an agent is entrusted to attend, he / she must go through the registration formalities with the power of attorney of the legal person (see Annex 1) and the ID card of the attendee;
(2) Individual shareholders who attend the meeting in person shall hold their own ID card, securities account card and shareholding certificate; If an agent is entrusted to attend the meeting, he / she shall go through the registration formalities with his / her ID card, power of attorney (see Annex 1), the trustor’s stock account card and shareholding certificate;
2. Registration time: February 8, 2022 (9:00-11:30 a.m. and 13:00-16:00 p.m.); 3. Registration place: Office of securities department, second floor, building A3, yard 50, Anjia building, Chaoyang District, Beijing.
4. Meeting contact
Contact: Wen Jing
Email: Amy [email protected].
Tel: 0411-81760071
5. Other matters
The on-site meeting lasts for half a day, and all expenses of shareholders or agents attending the meeting shall be borne by themselves.
Shareholders and shareholders’ agents attending the on-site meeting must arrive at the meeting place half an hour before the meeting, and bring the original materials of the meeting to sign in.
4、 Specific operating procedures for participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system（ http://wltp.cn.info.com.cn. ）See Annex 2 for the specific operation process of online voting. 5、 Documents for future reference
1. Resolutions of the 50th meeting of the 5th board of directors;
2. Resolutions of the 28th meeting of the 5th board of supervisors;
3. Resolutions of the 51st meeting of the 5th board of directors;
4. Resolution of the 29th meeting of the 5th board of supervisors.
It is hereby announced.
Dalian My Gym Education Technology Co.Ltd(002621) board of directors
January 28, 2022
Annex 1:
Dalian My Gym Education Technology Co.Ltd(002621)
Power of attorney of the first extraordinary general meeting of shareholders in 2022
I hereby entrust Mr. (Ms.) to attend the first extraordinary general meeting of shareholders of Dalian Dalian My Gym Education Technology Co.Ltd(002621) Education Technology Co., Ltd. in 2022 and exercise voting rights on my behalf. If there is no clear voting instruction, the trustee is authorized to vote according to his own opinion. I (the unit) vote on the proposal of the general meeting of shareholders as follows:
remarks
The proposal should be printed in this column
You can see the resolution in the column of the name of the code proposal
vote
Cumulative investment
Equal amount election shall be adopted, and the number of election votes cast for candidates shall be filled in
Vote proposal
On the change of the board of directors and the election of the sixth board of directors
1.00 proposal on 6 directors to be elected
1.01 elect Mr. Zhang Shulin as the non chairman of the sixth board of directors of the company
