Securities code: 300459 securities abbreviation: Zhejiang Jinke Tom Culture Industry Co.Ltd(300459) Announcement No.: 2022-009
Zhejiang Jinke Tom Culture Industry Co.Ltd(300459)
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.
On February 14, 2022, the 15th meeting of the Fourth Board of directors of Zhejiang Jinke Tom Culture Industry Co.Ltd(300459) (hereinafter referred to as "the company") deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022. Now the relevant matters of the general meeting of shareholders are announced 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: the 4th board of directors of the company
3. Legality and compliance of the meeting: the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted at the 15th meeting of the Fourth Board of directors of the company. The convening of this general meeting of shareholders complies with relevant laws, administrative regulations, departmental rules, normative documents and the articles of Association.
4. Date and time of the meeting
(1) On site meeting time: 14:00 on Wednesday, March 2, 2022;
(2) Online voting time: March 2, 2022, including:
① The time of online voting through the trading system of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 2, 2022;
② The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on March 2, 2022.
5. Equity registration date: Thursday, February 24, 2022
6. Convening method of the meeting: the shareholders' meeting adopts the combination of on-site voting and online voting.
(1) On site voting: shareholders attend the on-site meeting in person or entrust others to attend the on-site meeting by authorization; (2) Online voting: the shareholders' meeting will exercise voting rights through the trading system and Internet voting system of Shenzhen stock exchange during online voting time. The same voting right can only choose one of the voting methods in the on-site voting, Shenzhen Stock Exchange Trading System voting and Internet voting system. In case of repeated voting of the same voting right, the first voting result shall prevail.
7. Attendees and non voting participants
(1) At the closing of the market on the afternoon of February 24, 2022 (Thursday), 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 agents to attend and vote in writing, The shareholder's agent need not be a shareholder of the company (see Annex 2 for the sample of power of attorney);
(2) Directors, supervisors and senior managers of the company;
(3) A lawyer employed by the company.
8. Venue of the on-site meeting: the meeting room of the company's office, 36 / F, Zhejiang chamber of Commerce building, No. 299, Pinglan Road, Qianjiang Century City, Xiaoshan District, Hangzhou, Zhejiang Province
9. The voting procedures of margin trading and refinancing investors shall be implemented in accordance with the relevant provisions of the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020) issued by Shenzhen Stock Exchange.
2、 Matters considered at the meeting
(I) proposals considered at the meeting
The general meeting of shareholders deliberated on the proposals passed at the 15th meeting of the Fourth Board of directors of the company and required to be deliberated or elected by the general meeting of shareholders:
1. Deliberating the proposal on continuing the mutual insurance relationship with Zhejiang Shidai Jintai Environmental Protection Technology Co., Ltd. and its wholly-owned subsidiaries;
2. Deliberating the proposal on Amending the articles of association.
(II) special tips and instructions
1. The above-mentioned proposal 2 involves the amendment of the articles of association, which shall be passed by special resolution.
2. Opinions on the proposal to be deliberated by the 15th independent board of directors of the company have been issued on www.info.cn. For details, please refer to the proposal to be deliberated by the 15th independent board of directors of the company Relevant announcements.
3. In accordance with the requirements of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, The above proposal will separately count and disclose the votes of small and medium-sized investors (small and medium-sized investors refer to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the listed company).
3、 Proposal code
Table 1 example of proposal code of this shareholders' meeting:
Proposal remarks
The ticked column of the code proposal name column can vote
100 total proposal √
Non cumulative voting proposal
1.00 on cooperation with Zhejiang Shidai Jintai Environmental Protection Technology Co., Ltd. and its wholly-owned subsidiaries √
Proposal on extending mutual insurance relationship
2.00 proposal on Amending the articles of association √
4、 Registration method of the general meeting of shareholders
1. Registration method: on-site registration, registration by letter or fax.
2. On site registration time: 9:00-11:30 a.m. on Wednesday, March 2, 2022.
3. Site registration location: Hall on the first floor of Zhejiang chamber of Commerce building, No. 299, Pinglan Road, Qianjiang Century City, Xiaoshan District, Hangzhou, Zhejiang Province.
4. Natural person shareholders shall go through the registration procedures with their own ID card, shareholder account card or shareholding certificate; 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 the principal's ID card.
5. The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he shall go through the registration formalities with the shareholder's account card, the copy of the business license stamped with the official seal, the certificate of the legal representative and the ID card; If the legal representative entrusts an agent to attend the meeting, the agent shall go through the registration formalities with the agent's ID card, the copy of the business license stamped with the official seal, the power of attorney issued by the legal representative, the identity certificate of the legal representative and the stock account card of the legal person shareholder.
6. Non local shareholders can register by letter or fax with the above relevant certificates. Shareholders should carefully fill in the registration form of participating shareholders (see Annex 3 for the format); Faxes and letters should be delivered to the company before 9:00-11:30 a.m. on Wednesday, March 2, 2022; Please send the letter to: Securities Department, 36 / F, Zhejiang chamber of Commerce building, No. 299, Pinglan Road, Qianjiang Century City, Xiaoshan District, Hangzhou City, Zhejiang Province, postal code: 311215 (please indicate the words "general meeting" on the envelope); Fax No.: 0571-83822330. Fax or letter shall be subject to the time of arrival at the company, and telephone registration is not accepted.
7. Note: shareholders and shareholders' agents attending the on-site meeting shall bring the original of relevant certificates to the scene. 5、 Specific operation process of participating in online voting
This general meeting of shareholders provides shareholders with a voting platform in the form of network. Shareholders can use the trading system of Shenzhen Stock Exchange or the Internet system（ http://wltp.cn.info.com.cn. ）Participate in online voting. See Annex 1 for the specific operation process of online voting.
6、 Other matters
1. Contact information
Address: Securities Department, 36 / F, Zhejiang chamber of Commerce building, No. 299, Pinglan Road, Qianjiang Century City, Xiaoshan District, Hangzhou, Zhejiang Province
Contact: staff of Securities Department
Tel: 0571-83822329, 83822339
Fax: 0571-83822330
2. The duration of the on-site meeting is expected to be half a day, and the transportation, accommodation and other expenses of the participants shall be borne by themselves.
Annex I: specific operation process of participating in online voting
Annex II: power of attorney of the first extraordinary general meeting of shareholders in 2022
Annex III: registration form of shareholders attending the first extraordinary general meeting of shareholders in 2022
Zhejiang Jinke Tom Culture Industry Co.Ltd(300459) board of directors
February 14, 2022
Annex I:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code and voting abbreviation: the voting code is "350459", and the voting abbreviation is "Tom voting". 2. Filling in voting opinions:
(1) For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
(2) 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 each proposal group they have. If the number of election votes cast by 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, their 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.
Table 2 list of election votes for candidates under cumulative voting system
Fill in the number of election votes cast for candidates
Vote X1 for candidate a
Vote x2 for candidate B
… …
The total number of election votes held by the shareholder shall not exceed
The cumulative voting system is adopted in this shareholders' meeting, and equal voting is adopted in all elections. The number of voting votes held by shareholders under each proposal group is as follows:
Election of non independent directors (for example, in proposal 1 of table I, equal election shall be adopted, and the number of candidates shall be 3)
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × three
Shareholders may distribute their voting votes among the three candidates for non independent directors at will, but the total number of votes shall not exceed their voting votes.
Election of non employee representative supervisors (for example, in proposal 2 of table I, equal election is adopted, and the number of candidates is 1). The number of voting votes owned by shareholders = the total number of voting shares represented by shareholders × one
Shareholders may distribute the number of election votes they have among one supervisor candidate at will, but the total number of votes shall not exceed the number of election votes they have.
3. When shareholders vote on the general proposal, they are deemed to express the same opinions on all 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 March 2, 2022, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00.
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
The Internet voting system starts voting at 9:15 a.m. on March 2, 2022 and ends at 15:00 on March 2, 2022 (the day when the on-site shareholders' meeting ends).
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.
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 of the first extraordinary general meeting of shareholders in 2022
To: Zhejiang Jinke Tom Culture Industry Co.Ltd(300459)
I hereby entrust Mr. (Ms.) to attend the meeting on behalf of my unit / myself on March 2, 2022
Company office meeting, 36 / F, Zhejiang chamber of Commerce building, No. 299, Pinglan Road, Qianjiang Century City, Xiaoshan District, Hangzhou, Zhejiang Province
The first extraordinary shareholders' meeting of Zhejiang Jinke Tom Culture Industry Co.Ltd(300459) 2022 held in the conference room
meeting. All proposals considered at the meeting shall be in accordance with the provisions of this power of attorney
