Stock Code: 002343 stock abbreviation: Ciwen Media Co.Ltd(002343) Announcement No.: 2022-010
Notice on convening the second 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 falsehood
False records, misleading statements or material omissions.
According to the resolution of the 16th meeting of the 8th board of directors of Ciwen Media Co.Ltd(002343) (hereinafter referred to as “the company”), the second extraordinary general meeting of shareholders in 2022 is scheduled to be held on February 14, 2022. The relevant matters are hereby notified as follows: I. Basic information of the meeting
1. Session of the general meeting of shareholders: the second extraordinary general meeting of shareholders in 2022
2. Convener: Board of directors
3. The 16th meeting of the 8th board of directors held on January 28, 2022 deliberated and adopted the proposal on convening the second extraordinary general meeting of shareholders in 2022. The convening and convening of this general meeting of shareholders comply with the provisions of the company law, the securities law, the stock listing rules of Shenzhen Stock exchange and the articles of association.
4. Date and time of the meeting:
(1) On site meeting time: 14:30 p.m. on Monday, February 14, 2022.
(2) Online voting time: the online voting time through the trading system of Shenzhen stock exchange is the trading time on February 14, 2022, i.e. 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on February 14, 2022.
5. Equity registration date: February 8, 2022.
6. Meeting method: the meeting is held by combining on-site voting and online voting. Shareholders of the company shall 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.
7. Venue of the on-site meeting: conference room, 39th floor, Lianfa Plaza, 129 Lvyin Road, Nanchang City, Jiangxi Province.
In view of the severe covid-19 epidemic situation in recent years and the differences in risk levels and epidemic prevention policies in various regions, the shareholders who intend to participate in the company’s second extraordinary general meeting of shareholders in 2022 by on-site voting are reminded to do a good job in personal protection, and timely understand and abide by the relevant epidemic prevention regulations of Nanchang city.
8. Attendees:
(1) As of 15:00 p.m. on February 8, 2022, after the closing of the market, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the shareholders’ meeting, or entrust an agent to attend and vote in writing. The shareholder agent does not have to be a shareholder of the company;
(2) Directors, supervisors and senior managers of the company;
(3) Lawyers and other relevant personnel employed by the company.
2、 Matters considered at the meeting
The proposals submitted to this meeting for deliberation and voting are as follows:
1. Proposal on by election of non independent directors
1.01 elect Shu Linyun as a non independent director of the 8th board of directors
1.02 elect Zhao Jianxin as a non independent director of the 8th board of directors
The proposal of the general meeting of shareholders was deliberated and adopted at the 16th meeting of the eighth board of directors of the company. For details, please refer to the company’s announcement in the securities times and cninfo (www.cn. Info. Com. CN.) on January 29, 2022 Relevant announcements disclosed on.
The above proposal has sub proposals, which need to be voted one by one.
For the above proposal, the company will count the votes of minority shareholders separately.
3、 Motion code
Coding table of the proposal of the general meeting of shareholders:
Remarks on the proposal
Code name of proposal checked in this column
Columns can vote
Cumulative voting motion
1.00 two persons shall be elected according to the proposal on by election of non independent directors
1.01 elect Shu Linyun as a non independent director of the 8th board of directors √
1.02 elect Zhao Jianxin as a non independent director of the 8th board of directors √
4、 Meeting registration measures
1. Registration time: February 10-11, 2022 (9:30-11:30 a.m., 13:30-16:30 p.m.)
2. Place of registration: Office of the board of directors (room 1703, Baijinwan Plaza, No. 948, dongdaming Road, Hongkou District, Shanghai)
3. Registration method:
(1) Natural person shareholders must register with their stock account card, personal ID card or other valid certificates or certificates that can indicate their identity; An agent entrusted by a natural person shareholder to attend the meeting must register with his / her ID card, a copy of the principal’s ID card, a power of attorney (see Annex II), a stock account card or other valid certificates or certificates that can indicate his / her identity;
(2) If the legal representative attends the meeting, the legal person shareholder shall register with his / her ID card, copy of business license, identity certificate of legal representative and stock account card; If an agent entrusted by the legal representative attends the meeting, it shall hold a copy of the business license, the identity certificate of the legal representative, a copy of the identity card of the principal, the identity card of the agent, the power of attorney, the stock account card or other valid certificates or certificates that can indicate its identity;
(3) Non local shareholders can register by written letter or fax (must be delivered or faxed to the company before 16:30 on February 11, 2022) with the above relevant certificates and the receipt for attending the meeting (see Annex III). The company does not accept telephone registration;
(4) Shareholders or agents attending the meeting shall present the original of the above valid certificates.
5、 Specific operation process of online voting
At this shareholders’ meeting, shareholders can vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）See Annex I for the specific operation process of online voting.
6、 Other matters
1. Contact information
Tel.: 021-33623250
Fax No.: 021-33623251-802
Contact: Luo Shimin
Mailing address: room 1703, Baijinwan Plaza, No. 948, dongdaming Road, Hongkou District, Shanghai
Postal Code: 200082
2. The duration of the meeting is half a day, and the board, lodging and transportation expenses of the shareholders attending the meeting shall be borne by themselves.
3. Shareholders and shareholders’ agents attending the meeting shall bring the original of relevant certificates half an hour before the meeting and go through the registration formalities at the venue.
4. During online voting, if the online voting system is affected by major emergencies, the progress of this shareholders’ meeting will be notified separately.
7、 Documents for future reference 1. Resolutions of the 16th meeting of the 8th board of directors of the company. It is hereby notified. enclosure:
1、 Specific operation process of participating in online voting
2、 Power of attorney
3、 Receipt of attending the meeting
Ciwen Media Co.Ltd(002343) board of directors January 28, 2022 Annex I
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 362343
2. Voting abbreviation: Ciwen voting
3. Proposal setting and opinion voting
(1) Proposal setting
Table 1 list of “proposal code” corresponding to the proposal of the general meeting of shareholders
Remarks on the proposal
Code name of proposal checked in this column
Columns can vote
Cumulative voting motion
1.00 two persons shall be elected according to the proposal on by election of non independent directors
1.01 elect Shu Linyun as a non independent director of the 8th board of directors √
1.02 elect Zhao Jianxin as a non independent director of the 8th board of directors √
(2) Fill in the voting opinions or election votes
For cumulative voting proposals, fill in the number of election votes cast for a candidate. The shareholders of a listed company shall vote within the limit of the number of election votes of the proposal group they have. If the number of election votes cast by the shareholders exceeds the number of election votes they have, or if the number of votes cast in the differential election exceeds the number of candidates, the election votes cast by the proposal group shall be deemed invalid. If you do not agree with a candidate, you can vote 0 for the candidate.
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.
Table 2. List of election votes for candidates under cumulative voting system
Fill in the election votes for candidates
Vote X1 for candidate a
Vote x2 for candidate B
The total amount shall not exceed the voting votes owned by the shareholder
The number of voting votes held by shareholders under the proposal group is as follows:
Election of non independent directors (proposal 1 in table I, equal amount election is adopted, and the number of candidates to be elected is 2)
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × two
Shareholders can distribute the number of election votes they have among the two candidates for non independent directors arbitrarily, but the total number of votes shall not exceed the number of election votes they have.
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. and 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 specific time of voting through the Internet voting system is any time from 9:15 a.m. to 15:00 p.m. on February 14, 2022.
2. For online voting through the Internet voting system, shareholders 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 April 2016) and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”. For the specific identity authentication process, you 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
Power of attorney
(newspaper clipping, copying or self-made in the following format are valid)
I hereby entrust (Mr. / Ms.) to attend the second extraordinary general meeting of shareholders in Ciwen Media Co.Ltd(002343) 2022 on behalf of me / my company and exercise voting rights on behalf of me / my company. I have learned about the company’s deliberations and contents through the website of Shenzhen Stock Exchange. The voting opinions are as follows:
Tick the voting opinion in this column of the proposal
Column encoding the name of the proposal
You can vote against abstention
Cumulative voting proposal (using equal amount election, fill in the number of election votes cast for candidates)
1.00 number of votes for 2 persons to be elected in the proposal on by election of non independent directors
1.01 elect Shu Linyun as a non independent director of the 8th board of directors √
1.02 elect Zhao Jianxin as a non independent director of the 8th board of directors √
Client (personal signature)/
