Securities code: 605168 securities abbreviation: Three'S Company Media Group Co.Ltd(605168) Announcement No.: 2022-017 Three'S Company Media Group Co.Ltd(605168)
Announcement of the resolution of the first extraordinary general meeting of shareholders in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips: whether there is a veto proposal at this meeting: none. The convening and attendance of the meeting
（1） Time of the general meeting of shareholders: February 16, 2022
（2） Venue of the general meeting of shareholders: conference room 1, 12 / F, block C, Zhizhen building, No. 7 Zhichun Road, Haidian District, Beijing (III) ordinary shareholders attending the meeting and preferred shareholders who have restored their voting rights and their shares:
1. Number of shareholders and proxies attending the meeting 95
2. The total number of voting shares (shares) held by shareholders attending the meeting is 43169205
3. The number of voting shares held by shareholders attending the meeting accounts for the company's voting shares
Proportion of total copies (%) 61.9555
（4） Whether the voting method complies with the provisions of the company law and the articles of association, and the chairmanship of the general meeting. The meeting was presided over by Mr. Qian Jundong, chairman of the company. The convening, convening, voting methods and voting procedures of this meeting comply with the relevant provisions of the company law and the articles of association. （5） Attendance of directors, supervisors and Secretary of the board of directors of the company
1. There were 7 directors in office and 6 attended the meeting. Due to work reasons, director Wang Chuan did not attend the meeting. Directors Guo Xianwei, Ding Junjie, Liu Shoubao and Liao guanmin attended the meeting by means of communication;
2. There are 3 supervisors in office and 3 present;
3. Mr. Li Da, Secretary of the board of directors, attended the meeting; Mr. Chen Sheng, chief financial officer, attended the meeting as a nonvoting delegate. 2、 Deliberation of the proposal (I) non cumulative voting proposal 1. Title of the proposal: proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary
Results of deliberation and voting:
Types of shareholders agree against waiver
Proportion of votes (%) proportion of votes (%)
A shares 43154905 99.9884 5000 0.0116 0.0000
2. Proposal Name: proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022
Result of deliberation: voting:
Types of shareholders agree against waiver
Proportion of votes (%) proportion of votes (%)
A shares 43154905 99.9884 5000 0.0116 0.0000
3. Proposal Name: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan
Result of deliberation: voting:
Types of shareholders agree against waiver
Proportion of votes (%) proportion of votes (%)
A shares 43154905 99.9884 5000 0.0116 0.0000
4. Title of proposal: proposal on adjusting relevant matters of 2020 restricted stock incentive plan
Result of deliberation: voting:
Types of shareholders agree against waiver
Proportion of votes (%) proportion of votes (%)
A shares 42973105 99.9884 5000 0.0116 0.0000
Result of deliberation: voting:
Types of shareholders agree against waiver
Proportion of votes (%) proportion of votes
（%） （%）
A shares 43016312 99.6458 152893 0.3542 0.0000
（2） Voting of less than 5% of shareholders involved in major issues
Name of the proposal: agree against abstention
Proportion of No. votes (%) proportion of votes (%) proportion of votes (%)
1 about the company 4130973 99.8791 5000 0.1209 0.0000 2022
Restricted stock
Incentive plan
(Draft) >
And its abstract
Proposal
2 about the company 4130973 99.8791 5000 0.1209 0.0000 2022
Restricted stock
Incentive plan implementation
Construction Assessment Management
Discussion on measures
Case
3. Proposal for approval of 4130973 99.8791 5000 0.1209 0.0000 general meeting of shareholders
Office of the board of directors
Managing equity incentive
Planning related matters
Appropriate proposal
4 about adjusting the service life of 3939873 99.8733 5000 0.1267 0.0000 2020
Institutional stock incentive
Incentive plan related
Discussion on matters
Case
5 revision of 3983080 96.3033 152893 3.6967 0.0000
And handle industrial and commercial affairs
Change of registration
Proposal
（3） Explanation on the voting of proposals
1. The first to fifth proposals considered at this meeting are special resolution proposals, which have been considered and adopted by more than 2 / 3 of the voting rights held by shareholders or shareholder representatives attending the meeting.
2. According to the information disclosed by the company on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 26, 2022 According to Three'S Company Media Group Co.Ltd(605168) : Announcement on public solicitation of voting rights by independent directors (Announcement No.: 2022-011), Mr. Liu Shoubao, an independent director of the company, was entrusted by other independent directors to solicit voting rights from all shareholders of the company on items 1-4 of the first extraordinary general meeting of shareholders in 2022. As of the end of the solicitation, a total of 0 shareholders entrusted independent directors to exercise their voting rights.
3. Proposals 1-4 involve related shareholders' avoidance of voting. The related shareholders who should avoid voting include Zhang Hao, Li Da and Li Keke.
4. All the proposals considered at the shareholders' meeting were passed. 3、 Lawyer witness 1. Law firm witnessed at the shareholders' meeting: Beijing Zhonglun law firm lawyers: Cheng Jinsong and Xu Xuefei 2. Conclusion of lawyer witness:
The convening and convening procedures of the company's general meeting of shareholders, the qualifications of conveners and participants, and the voting procedures of the meeting all comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the voting results are legal and effective. 4、 Directory of documents for future reference
1. Resolutions of the general meeting of shareholders signed and confirmed by the attending directors and recorders and stamped with the seal of the board of directors; 2. A legal opinion signed and sealed by the director of the witnessed law firm.
Three'S Company Media Group Co.Ltd(605168) February 17, 2022
