Securities code: 003001 securities abbreviation: Zhongyan Technology Co.Ltd(003001) Announcement No.: 2022-022 Zhongyan Technology Co.Ltd(003001)
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.
Zhongyan Technology Co.Ltd(003001) (hereinafter referred to as “the company”) held the 32nd meeting of the second board of directors on February 15, 2022 and decided to hold the first extraordinary general meeting of shareholders in 2022 at 14:00 p.m. on Thursday, March 3, 2022. The relevant matters of this shareholders’ meeting are hereby notified as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders of the company in 2022
2. Convener of the general meeting of shareholders: the company’s board of directors
3. Legality and compliance of the meeting: the company held the 32nd meeting of the second board of directors on February 15, 2022, deliberated and approved the proposal on convening the first extraordinary general meeting of shareholders in 2022, and agreed to hold the first extraordinary general meeting of shareholders in 2022 on March 3, 2022. The convening and convening procedures of this general meeting of shareholders comply with relevant laws, administrative regulations, departmental rules, normative documents, Shenzhen securities trading business rules, the articles of association and other relevant provisions.
4. Date and time of the meeting:
(1) On site meeting time: 14:00 p.m. on Thursday, March 3, 2022;
(2) Online voting time:
The voting time through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 3, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on March 3, 2022.
5. Convening method of the meeting: the shareholders’ meeting is held by combining 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 through a power of attorney;
(2) Online voting: the company will vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during the time of online voting.
(3) 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.
6. Equity registration date: February 25, 2022
7. Meeting attendees
(1) Shareholders holding shares of the company or their agents on the equity registration date
As of the closing of the afternoon of the equity registration date (February 25, 2022), 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 and can entrust an agent to attend the meeting and vote in writing (see Annex 2 for the format of power of attorney), and the agent does not have to be a shareholder of the company;
(2) Directors, supervisors and senior managers of the company;
(3) Witness lawyer employed by the company;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Venue of the on-site meeting: the company conference room, 12 / F, Tongjing building, No. 2, Apple Garden Road, Shijingshan District, Beijing.
2、 Matters considered at the meeting
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative investment
√
Vote proposal
1.00 proposal on Amending the rules of procedure of the board of directors √
Cumulative voting
Proposals 2, 3 and 4 are equal elections
proposal
Number of non independent directors to be elected in the general election of the third board of directors
two
Case (6)
2.01 elect Mr. Wang Lijian as a non independent director of the third board of directors √
2.02 elect Mr. Wu Jianbo as a non independent director of the third board of directors √
2.03 elect Mr. Wu Siyu as a non independent director of the third board of directors √
2.04 elect Mr. Liu Jianguo as a non independent director of the third board of directors √
2.05 elect Mr. Niu Hui as a non independent director of the third board of directors √
2.06 elect Mr. Zhou Jianhe as a non independent director of the third board of directors √
Number of candidates
3.00 proposal on the general election of independent directors of the third board of directors
(3) People
3.01 elect Mr. Zhang Xinwei as the independent director of the third board of directors of the company √
3.02 elect Mr. Gao average as an independent director of the third board of directors of the company √
3.03 elect Mr. Chen Tao as an independent director of the third board of directors of the company √
On the number of non employee supervisors to be elected in the general election of the third board of supervisors
four
Case (2)
4.01 elect Mr. Tian Yi as the non employee supervisor of the third board of supervisors √
4.02 elect Mr. Yang Baosen as the non employee supervisor of the third board of supervisors √
The above proposals have been deliberated and adopted at the 32nd meeting of the second board of directors and the 20th meeting of the second board of supervisors held by the company on February 15, 2022. For details, please refer to the company’s securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) on February 16, 2022 Announcement on the resolution of the 32nd meeting of the second board of directors (Announcement No.: 2022-018), announcement on the general election of the board of directors (Announcement No.: 2022-019), announcement on the resolution of the 20th meeting of the second board of supervisors (Announcement No.: 2022-020), announcement on the general election of the board of supervisors (Announcement No.: 2022-021) and other relevant announcements disclosed.
The first proposal is a special resolution proposal, which shall be adopted by more than two-thirds of the voting rights held by the shareholders attending the meeting.
In the third proposal, the qualification and independence of independent director candidates need to be filed and reviewed by Shenzhen Stock Exchange, and the general meeting of shareholders can consider and vote only if there is no objection.
The second, third and fourth proposals need to adopt the cumulative voting system to vote one by one, and elect 6 non independent directors, 3 independent directors and 2 non employee supervisors. 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 0 votes), but the total number shall not exceed the number of election votes they own.
According to the company law, the articles of association and other relevant provisions, the above proposals are major issues affecting the interests of small and medium-sized investors, and the company will vote on small and medium-sized investors separately (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 company.)
3、 Registration of meetings and other matters
1. Registration method: on-site registration, registration by letter or e-mail.
(1) 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 to attend the meeting, the agent shall go through the registration formalities with his own ID card, power of attorney, client’s shareholder account card and copy of client’s ID card.
(2) The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he / she shall go through the registration formalities with his / her ID card and the copy of the business license of the legal person shareholder stamped with the official seal; If the legal representative entrusts an agent to attend the meeting, the agent shall go through the registration formalities with the ID card of the agent, the power of attorney issued by the legal representative and the copy of the business license of the legal person shareholder stamped with the official seal. (see Annex 2 for power of attorney)
The letter shall be subject to the time of delivery to the company (it must be delivered or sent by email to the company before 17:30 on February 28, 2022) [email protected]. , and call to confirm) telephone registration is not accepted for this meeting.
(4) Note: shareholders and shareholders’ agents attending the meeting should bring the original of relevant certificates to the meeting. 2. Registration time: 9:00-11:30, 13:30-17:30, February 28, 2022. Email or letter shall be subject to the time of arrival at the company.
3. Site registration location: 12 / F, Tongjing building, No. 2, Apple Garden Road, Shijingshan District, Beijing.
4. Contact information
Contact: Liu Yan, Secretary of the board of directors
Tel: 010-68809559
mail box: [email protected].
Contact address: 12 / F, Tongjing building, No. 2, Apple Garden Road, Shijingshan District, Beijing
(for registration by letter, please indicate “shareholders’ meeting” on the envelope)
5. The duration of this meeting is expected to be half a day; The transportation, accommodation and other expenses of shareholders attending the meeting shall be borne by themselves.
4、 Specific process of participating in online voting
In this general meeting of shareholders, the company provides shareholders with an online voting platform. Shareholders of the company can vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）See Annex 1 for the specific operation process of online voting.
5、 Documents for future reference
1. Resolution of the 32nd meeting of the second board of directors of the company.
It is hereby announced.
Zhongyan Technology Co.Ltd(003001) board of directors February 16, 2022
Annex I:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 363001
2. Voting abbreviation: zydd voting
3. Fill in the voting opinions or election votes.
(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 the company shall vote within the limit of the number of election votes of each proposal group they own. If the number of election votes cast by shareholders exceeds the number of election votes they own, their election votes for the proposal group shall be deemed as invalid. If you do not agree with a candidate, you can vote 0 for the candidate.
The number of election votes cast for candidates under the cumulative voting system shall be filled in a one column table
Fill in the number of election votes cast for candidates
Vote X1 for candidate a
Vote x2 for candidate B
…… ……
The total shall not exceed the number of election votes owned by the shareholder
An example of the number of election votes held by shareholders under each proposal group is as follows:
① Election of non independent directors (if proposal 2.00 is adopted, equal election shall be adopted, and the number of candidates shall be 6)
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × six
Shareholders may distribute their voting votes among the six candidates for non independent directors at will, but the total number of votes shall not exceed their voting votes.
② Election of independent directors (if proposal 3.00 is adopted, the number of independent directors to be elected is 3)
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × three
Shareholders can vote in three places
