Securities abbreviation: Zjbc Information Technology Co.Ltd(000889) securities code: 000889 Announcement No.: 2022-13
Zjbc Information Technology Co.Ltd(000889)
Announcement on the addition of interim proposal and supplementary notice of 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.
Zjbc Information Technology Co.Ltd(000889) (hereinafter referred to as “the company” or “the company”) held the first meeting of the eighth board of directors in 2022 on February 11, 2022, deliberated and adopted the notice (proposal) on convening the first extraordinary general meeting in 2022, and posted it on China Securities Journal, Securities Times, securities daily and cninfo.com on February 14, 2022（ http://www.cn.info.com.cn. ）The notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-10) was published on the.
On February 19, 2022, the second meeting of the eighth board of directors of the company in 2022 deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the dispute of restructuring counterparties. For details, the company published it in China Securities Journal, securities times, Securities Daily and cninfo.com on February 21, 2022（ http://www.cn.info.com.cn. ）Announcement on the resolution of the second meeting of the eighth board of directors in 2022 (Announcement No.: 2022-12).
On February 20, 2022, the board of directors of the company received the letter on proposing to add Zjbc Information Technology Co.Ltd(000889) the interim proposal of the first extraordinary general meeting of shareholders in 2022 submitted in writing by the controlling shareholder Xiaochang yingxigu Investment Center (limited partnership) (hereinafter referred to as “yingxigu”), It is proposed that the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to restructuring counterparty disputes, which was approved by the second meeting of the eighth board of directors in 2022 and needs to be considered by the general meeting of shareholders, be submitted to the first extraordinary general meeting of shareholders in 2022 in the form of interim proposal.
According to the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association: “shareholders who individually or jointly hold more than 3% of the shares of the company may put forward interim proposals and submit them to the convener in writing 10 days before the general meeting of shareholders”. After verification, as of the disclosure date of this announcement, yingxigu directly held 207705182 shares of the company, accounting for 22.18% of the total share capital of the company. The matters proposed by yingxigu to add the interim proposal for the first extraordinary general meeting of shareholders in 2022 comply with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association. The contents of the interim proposal belong to the scope of authority of the general meeting of shareholders, with clear topics and specific resolutions, The board of directors of the company agreed to submit the above proposal to the first extraordinary general meeting of shareholders in 2022 for deliberation.
In addition to adding the above temporary proposal and adjusting the proposal code accordingly and the explanation that the affiliated shareholders need to avoid voting, the time, place, equity registration date and other matters of the company’s first extraordinary general meeting in 2022 listed in the original notice remain unchanged. The specific matters of the first extraordinary general meeting of shareholders in 2022 are hereby supplemented as follows:
1、 Basic information of the meeting
（1） Session of the general meeting of shareholders: this general meeting of shareholders is the first extraordinary general meeting of shareholders of Zjbc Information Technology Co.Ltd(000889) (hereinafter referred to as “the company” or “the company”) in 2022.
（2） Convener of the general meeting of shareholders: the board of directors of the company. The shareholders’ meeting was proposed to be held by the resolution of the first meeting of the eighth board of directors in 2022.
（3） Legality and compliance of the meeting: the convening of the shareholders’ meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
（4） Date and time of the meeting:
1. The on-site meeting starts at 14:30 pm on Wednesday, March 2, 2022;
2. Through the Internet（ http://wltp.cn.info.com.cn. ）The starting and ending date and time of voting in the voting system: any time from 9:15 a.m. to 15:00 p.m. on March 2, 2022;
3. The date and time of online voting through the trading system of Shenzhen Stock Exchange: 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on March 2, 2022.
（5） Method of holding the meeting: the shareholders’ meeting is held by combining on-site voting and online voting. Shareholders of the company shall 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） The equity registration date of the meeting: Thursday, February 24, 2022.
（7） Attendees:
1. Ordinary shareholders or their agents who hold shares of the company on the equity registration date;
At the closing of the afternoon of the equity registration date (February 24, 2022), all ordinary 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. The shareholder agent does not have to be a shareholder of the company.
2. Directors, supervisors and senior managers of the company;
3. A lawyer employed by the company.
（8） Venue: conference room, 8th floor, block a, Huaye International Center, No. 39, Middle East Fourth Ring Road, Chaoyang District, Beijing. 2、 Matters considered at the meeting
(I) proposal code table of this 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 proposed change of accounting firm √
2.00 proposal on by election of Wang Weina as the shareholder representative supervisor of the eighth board of supervisors √
3.00 about submitting to the general meeting of shareholders to authorize the board of directors to handle and restructure the counterparty √
Proposal on dispute related matters
The shares held by Mr. Liu Yingkui, the related shareholder involved in the third proposal above, shall be avoided from voting, and shall not be entrusted by other shareholders to exercise their voting rights.
The proposals considered at this meeting will count the votes of small and medium-sized investors separately and disclose them to the public in a timely manner.
（2） Disclosure time, disclosure media and announcement name of the content of the proposal
The above proposals have been deliberated and adopted at the first meeting of the eighth board of directors in 2022, the first meeting of the eighth board of supervisors in 2022 and the second meeting of the eighth board of directors in 2022. The contents of the proposal of this general meeting of shareholders have been published in China Securities Journal, securities times, securities daily and cninfo.com on February 14 and February 21, 2022（ http://www.cn.info.com.cn. ）Come on. Announcement Name: Announcement on the resolution of the first meeting of the eighth board of directors in 2022, announcement on the proposed change of accounting firm, announcement on the resolution of the first meeting of the eighth board of supervisors in 2022, announcement on the resolution of the second meeting of the eighth board of directors in 2022.
3、 Meeting registration and other matters
1. Registration method: on-site, fax and letter. The company does not accept telephone registration;
2. Registration time: February 28 and March 1, 2022 (9:00-11:00 a.m. and 3:00-5:00 p.m.), a total of two days;
3. Registration place: No. 146, Hebei Street, Haigang District, Qinhuangdao City (room 2607, 26th floor, Jinyuan international business building); 4. Registration procedures:
(1) Registration of corporate shareholders. If the legal representative of a legal person shareholder attends the meeting, he / she shall present his / her ID card, valid certificate that can prove his / her qualification as legal representative and shareholding certificate; If a legal person entrusts an agent to attend, the agent shall go through the registration formalities with his own ID card, a copy of the business license stamped with the official seal, a power of attorney (see Annex 2) and the principal’s securities account card.
(2) Registration of natural person shareholders. If a natural person shareholder attends the meeting on site, he shall go through the registration formalities with his own ID card and securities account card; If a natural person shareholder entrusts an agent, the agent shall go through the registration formalities with his own ID card, power of attorney (see Annex 2), the principal’s securities account card or shareholding certificate and the principal’s ID card.
5. Meeting contact information:
Contact: Zhang Haiying
Tel.: 0335-3280602
Fax No.: 0335-3023349
mail box: [email protected].
Postal Code: 066000
Address: room 2607, 26th floor, Jinyuan international business building, No. 146, Hebei Street, Haigang District, Qinhuangdao city.
6. Meeting expenses: the board and lodging expenses and transportation expenses of the participating shareholders and their entrusted agents shall be borne by themselves.
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 (website: http://wltp.cn.info.com.cn. ）For matters related to voting and online voting, see Annex 1 below. 5、 Documents for future reference
1. The resolution of the first meeting of the eighth board of directors in 2022 proposing to convene this general meeting of shareholders.
2. Resolution of the second meeting of the eighth board of directors in 2022.
3. Xiaochang yingxigu Investment Center (limited partnership) letter on proposing to increase the interim proposal of the first extraordinary general meeting of shareholders in Zjbc Information Technology Co.Ltd(000889) 2022.
Zjbc Information Technology Co.Ltd(000889) Appendix 1 of the board of directors on February 21, 2022: specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code and voting abbreviation of ordinary shares: the voting code is “360889”, and the voting abbreviation is “Zhongjia voting”.
2. Fill in the voting opinions or election votes
For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
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 shareholders vote 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 and 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
1. The Internet voting system starts voting at 9:15 a.m. on March 2, 2022 (the day of the on-site general meeting) and ends at 15:00 p.m. on March 2, 2022 (the day of the end of the on-site general meeting).
2. 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.
3. 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 2: power of attorney
Power of attorney
I hereby authorize Mr. (Ms.) to attend the first extraordinary general meeting of shareholders in Zjbc Information Technology Co.Ltd(000889) 2022 on my behalf and exercise the following authorities on my behalf:
1. The agent has the option of voting (fill in “yes” or “no”):;
2. Authorization for the matters to be considered at the first extraordinary general meeting of shareholders in 2022 (mark “√” in the following options of “agree”, “oppose” and “abstain” according to the proposal of the meeting, and each proposal shall be marked once):
Note: agree to the proposal against waiver code proposal name
