Securities code: 300709 securities abbreviation: Jiangsu Gian Technology Co.Ltd(300709) Announcement No.: 2022-017 Jiangsu Gian Technology Co.Ltd(300709)
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.
The board of directors of Jiangsu Gian Technology Co.Ltd(300709) (hereinafter referred to as “the company”) is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on March 4, 2022 in accordance with the relevant provisions of the company law, the securities law and the articles of association and the actual situation of the company. The relevant matters of the 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 in 2022
2. Convener of the general meeting of shareholders: the board of directors of the company. The eighth meeting of the third board of directors of the company deliberated and adopted the proposal on proposing to convene the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022 by means of on-site voting and online voting on March 4, 2022.
3. Legality and compliance of the meeting: the convening of this shareholders’ meeting complies with the provisions of the company law, Shenzhen Stock Exchange GEM Listing Rules and other 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: 15:00 p.m. on Friday, March 4, 2022;
(2) Online voting time:
A. The specific time of online voting through the trading system of Shenzhen stock exchange is: trading time on March 4, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00;
B. The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15-15:00 on March 4, 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 the shareholders of the company can exercise their voting rights through the above system during the above online voting time;
(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; In case of repeated voting in online voting, the first voting result shall also prevail.
6. Equity registration date of the meeting: Friday, February 25, 2022
7. Attendees:
(1) As of 15:00 p.m. on February 25, 2022, when the stock market closes in Shenzhen Stock Exchange, all ordinary shareholders of the company registered in China Clearing Shenzhen Branch have the right to attend the general meeting of shareholders and can entrust agents to attend the meeting and vote in writing, The shareholder’s agent need not be a shareholder of the company (see Annex I for the format of power of attorney);
(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: conference room on the third floor of Jiangsu Gian Technology Co.Ltd(300709) office building, No. 59, palm Road, Zhonglou Economic Development Zone, Changzhou City.
2、 Matters to be considered at this meeting
1. Deliberating the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects; 2. Deliberating the proposal of the company on issuing convertible corporate bonds to unspecified objects item by item; 2.1 types of securities issued this time;
2.2 issuance scale;
2.3 face value and issue price;
2.4 term of bonds;
2.5 bond interest rate;
2.6 term and method of repayment of principal and interest;
2.7 term of share conversion;
2.8 determination and adjustment of share conversion price;
2.9 downward correction clause of share conversion price;
2.10 how to determine the number of shares to be converted and how to deal with the amount of less than one share at the time of conversion;
2.11 redemption terms;
2.12 resale terms;
2.13 dividend distribution after share conversion;
2.14 issuance method and object;
2.15 arrangement of placing to the original shareholders;
2.16 matters related to the bondholders’ meeting;
2.17 purpose of the raised funds;
2.18 raised funds management and deposit account;
2.19 rating matters;
2.20 guarantee matters;
2.21 validity period of this issuance plan;
3. Deliberating the proposal on the plan for the company to issue convertible corporate bonds to unspecified objects;
4. Deliberating the proposal on the demonstration and analysis report of the company issuing convertible corporate bonds to unspecified objects; 5. Review the proposal on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects;
6. Review the proposal on the report on the use of the company’s previously raised funds;
7. Review the proposal on the impact of issuing convertible corporate bonds to unspecified objects and diluting the immediate return on the company’s main financial indicators, as well as the measures taken by the company and the commitments of relevant subjects;
8. Review the proposal on the planning of shareholders’ dividend return in the next three years (2022-2024); 9. Deliberating the proposal on the rules of the meeting of bondholders of convertible companies;
10. Review the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the issuance of convertible corporate bonds to unspecified objects;
11. Review the proposal on the proposed purchase of directors, supervisors and senior managers’ liability insurance;
12. Deliberating the proposal on providing guarantee for wholly-owned subsidiaries;
13. Review the proposal on changing the registered capital and business scope, amending the articles of association and authorizing the handling of industrial and commercial registration changes.
Special tips:
The above proposal has been deliberated and approved at the 8th meeting of the 3rd board of directors and the 6th meeting of the 3rd board of supervisors of the company. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements issued.
In accordance with the requirements of the rules for the general meeting of shareholders of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the articles of association, The company will separately count and disclose the voting results of small and medium-sized investors (except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company).
The second proposal above shall be considered and voted one by one. The above proposals 1 to 10 and 13 are special resolutions, which shall be adopted by more than two-thirds of the voting rights held by the shareholders (including agents) attending the general meeting of shareholders. The related shareholders of proposal 11 shall avoid voting on the proposal.
3、 Proposal code
Table 1: example of proposal code of this shareholders’ meeting
Proposal code proposal name remarks
The column checked in this column can vote
100 total proposal: √
All proposals except cumulative voting proposals
Non cumulative voting proposal
1.00 about the company’s compliance with issuing convertible bonds to unspecified objects √
Proposal on changing the conditions of corporate bonds
2.00 about the company issuing convertible public securities to unspecified objects √
Proposal of the company’s bond scheme
2.01 types of securities issued this time √
2.02 issuance scale √
2.03 face value and issue price √
2.04 bond term √
2.05 bond interest rate √
2.06 term and method of repayment of principal and interest √
2.07 conversion period √
2.08 determination and adjustment of share conversion price √
2.09 downward correction clause of share conversion price √
2.10 how to determine the number of shares to be converted and when the number of shares to be converted is less than one √
Treatment method of share amount
2.11 redemption terms √
2.12 resale terms √
2.13 dividend distribution after share conversion √
2.14 issuance method and object √
2.15 arrangement for placing to original shareholders √
2.16 matters related to bondholders’ meeting √
2.17 purpose of the raised funds √
2.18 raised funds management and deposit account √
2.19 rating matters √
2.20 guarantee matters √
2.21 validity period of this issuance plan √
3.00 about the company issuing convertible public securities to unspecified objects √
Proposal of the company’s bond plan
4.00 about the company issuing convertible public securities to unspecified objects √
Proposal of the company’s bond demonstration and Analysis Report
About the company issuing convertible corporate bonds to unspecified objects
5.00 feasibility analysis report on the use of raised funds from corporate bonds √
Motion
6.00 report on the use of the company’s previously raised funds √
Motion
On issuing convertible corporate bonds to unspecified objects
7.00 diluted immediate return of bonds on the company’s main financial indicators √
Impact of and measures taken by the company and relevant subjects
Nuo’s bill
8.00 about the company’s shares in the next three years (2022-2024) √
Proposal on East dividend return planning
9.00 meeting of convertible bondholders of the company
