Securities code: 000034 securities abbreviation: Digital China Group Co.Ltd(000034) Announcement No.: 2022-015 Digital China Group Co.Ltd(000034)
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 contents of the announcement are true, accurate and complete without falsehood
False records, misleading statements or major omissions.
After deliberation and approval of the 12th meeting of the 10th board of directors of Digital China Group Co.Ltd(000034) (hereinafter referred to as ” Digital China Group Co.Ltd(000034) ” and “the company”), the company plans to hold the first extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on Thursday, March 3, 2022. The relevant matters are hereby 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 of the general meeting of shareholders: Digital China Group Co.Ltd(000034) board of directors
3. Legality and compliance of the meeting: the 12th meeting of the 10th board of directors of the company decided to convene the first extraordinary general meeting of shareholders in 2022, and the convening procedures comply with relevant laws, administrative regulations, departmental rules, other normative documents and the articles of association.
4. Date and time of the meeting: (1) on site meeting time: 14:30 pm on Thursday, March 3, 2022 (2) online voting time: March 3, 2022
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 March 3, 2022.
The specific time of voting through the Internet voting system of Shenzhen stock exchange is from 9:15 a.m. to 15:00 p.m. on March 3, 2022.
5. Convening method of the meeting: this extraordinary general meeting of shareholders adopts the combination of on-site voting and online voting. The same voting right 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 of the meeting: Monday, February 28, 2022
7. Attendees:
(1) As of 15:00 on February 28, 2022, all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend and vote at this extraordinary general meeting; Shareholders who cannot attend the on-site meeting in person may authorize others (the authorized person does not need to be a shareholder of the company, and the power of attorney is shown in Annex 2) to attend the meeting on their behalf, or participate in online voting during online voting time;
(2) Directors, supervisors and other senior managers of the company;
(3) Lawyers employed by the company;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Venue: Conference Hall of century Jinyuan Xiangshan business travel hotel, No. 59 beizhenghuang banner, Haidian District, Beijing
2、 Matters considered at the meeting
1. Name of meeting proposal:
No. proposal name
1. Proposal on daily connected transactions in 2022
2. Proposal on cancellation of part of repurchased shares
3. Proposal on the election of independent directors of the company
3.01 proposal on electing Mr. Wang nengguang as an independent director of the 10th board of directors of the company
2. Disclosure of the proposal:
(1) The above proposal has been deliberated and approved at the 12th meeting of the 10th board of directors of the company and agreed to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. For details of the proposal, please refer to the company’s publication on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements on.
(2) The above proposals 1 and 2 need to be passed by special resolution, and the resolution made by the general meeting of shareholders must be passed by more than two-thirds of the voting rights (the sum of on-site voting and online voting) held by the shareholders (including shareholders’ agents) attending the meeting.
(3) The above proposal 3 adopts the cumulative voting method to elect an independent director. The number of election votes owned by shareholders is the number of shares with voting rights 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 (zero votes can be cast), but the total number shall not exceed the number of election votes they have. The qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange, and the shareholders’ meeting can vote only if there is no objection.
(4) The above proposal 1 involves related party transactions. When the general meeting of shareholders votes on related party transactions, the related shareholders Mr. Guo Wei and China Securities Co.Ltd(601066) Fund – Citic Securities Company Limited(600030) – China Securities Co.Ltd(601066) fund dingzeng No. 16 asset management plan shall avoid voting, and shall not accept the entrustment of non related shareholders to vote.
(5) The above proposals are related to matters affecting the interests of small and medium-sized investors. The company will vote on small and medium-sized investors (referring to other shareholders except those who individually or jointly hold more than 5% of the shares of the company) and calculate the votes separately, and disclose the separate vote counting.
3、 Meeting registration items
1. Registration method: on-site registration, registration by letter or fax
(1) Registration of corporate shareholders: the legal representative of a corporate shareholder must hold a copy of the business license stamped with the company’s official seal, the certificate of the legal representative, his own ID card and valid shareholding certificate to go through the registration procedures; If an agent is entrusted to attend, he must also hold the power of attorney of the legal representative and the ID card of the attendee;
(2) Registration of individual shareholders: individual shareholders must go through the registration procedures with their own ID card, shareholder account card and valid shareholding certificate; The proxy of shareholders entrusted to attend the meeting must also hold the ID card and power of attorney of the attendee;
(3) Non local shareholders can register by letter or fax (copies of relevant certificates shall be provided), and please confirm by telephone. The registration time shall be subject to the local postmark after receiving the fax or letter.
2. Registration time: from 9:30 a.m. to 5:00 p.m. on Tuesday, March 1, 2022
3. Registration place: Securities Department of Digital China Group Co.Ltd(000034) Digital Technology Plaza, No. 9, Shangdi 9th Street, Haidian District, Beijing
4、 Specific operation process of participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and the Internet voting system (wltp. CN. Info. Com. CN.) Participate in online voting. See Annex 1 for the specific operation process involved in online voting. 5、 Precautions
1. Meeting expenses:
The meeting will last for half a day, and those attending the meeting will pay for their own accommodation, transportation and other expenses;
2. Meeting contact information:
Tel.: 010-82705411
Fax: 010-82705651
Contact: Liu Xin, sun Danmei
Email:dcg- [email protected].
Contact address: Digital Technology Plaza, No. 9, Shangdi 9th Street, Haidian District, Beijing
6、 Documents for future reference
1. Resolution of the 12th meeting of the 10th board of directors
2. Annex: I. specific process of participating in online voting
2、 Power of attorney of the first extraordinary general meeting of shareholders in 2022
It is hereby announced.
Digital China Group Co.Ltd(000034) board of directors February 16, 2002
Annex I: specific process of participating in online voting
1、 Procedures for online voting
1. Voting code: 360034; Voting abbreviation: shencode voting
2. 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
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on daily connected transactions in 2022 √
2.00 proposal on cancellation of part of repurchased shares √
Cumulative voting proposal
3.00 proposal on additional election of independent directors of the company (1)
About the co election of Mr. Wang nengguang as the independent director of the 10th board of directors of the company
3.01 √
A motion on the matter
(2) Fill in voting opinions
Proposals 1 and 2 deliberated at the general meeting of shareholders are non cumulative voting proposals, and the voting opinions include: consent, objection and abstention.
Motion 3 is a cumulative voting motion. 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 a candidate does not agree, the candidate can vote 0.
(3) Voting on the same proposal shall be subject to the first valid vote.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on March 3, 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. Voting time: 9:15 a.m. to 15:00 p.m. on March 3, 2022.
2. Shareholders who vote online through the Internet voting system need to handle identity authentication in accordance with the provisions of the guidelines for identity authentication business of investors’ network services of Shenzhen Stock Exchange, and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”. The specific identity authentication process can be logged into the Internet voting system wltp cn. info. com. cn. Refer to the rule guidance column.
3. According to the service password or digital certificate obtained, shareholders can log in to wltp cn. info. com. cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
Annex II:
Digital China Group Co.Ltd(000034)
Power of attorney of the first extraordinary general meeting of shareholders in 2022
I hereby authorize Mr. (Ms.) to attend the first extraordinary general meeting of Digital China Group Co.Ltd(000034) Group Co., Ltd. in 2022 on behalf of the company (individual), exercise the voting right on the proposals considered at the meeting according to the instructions of this power of attorney, and sign the relevant documents to be signed at the meeting on behalf of me.
The voting opinions of the company (myself) on the general meeting of shareholders are as follows:
Remarks voting opinion proposal name check this column
The coded column can be the same as revoking the voting right
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on daily connected transactions in 2022 √
2.00 proposal on cancellation of part of repurchased shares √
Cumulative voting proposal
3.00 proposal on additional election of independent directors of the company (1)
On the co election of Mr. Wang nengguang as an independent director of the 10th board of directors of the company
3.01 √ number of affirmative votes
If the trustor fails to give clear instructions on the voting opinions of the above proposal, the trustee shall
□ have the right to vote according to their own opinions
□ have no right to vote according to their own opinions
Special notes:
1. If the trustor fails to give clear instructions on the voting opinions of the above proposal and whether the trustee has the right to vote according to his own opinions, the company agrees with the trustor and agrees that the trustee has the right to vote according to his own opinions.
2. If you want to vote for the proposal, please fill in “√” or “O” in the “agree” column; If you want to vote against the proposal, please fill in “√” or “O” in the “against” column; If you want to abstain from voting on the proposal, please fill in “√” or “O” in the “abstaining” column.
Name or name of the client (signature and seal): number of shares held by the client:
Principal’s ID number (business license number): client’s shareholder’s account: the signature of the client: the ID number of the principal:
Term of validity of the power of attorney: until mm / DD / 2022 date of validity:
