Securities code: 300474 securities abbreviation: Changsha Jingjia Microelectronics Co.Ltd(300474) Announcement No.: 2022-012 Changsha Jingjia Microelectronics Co.Ltd(300474)
Announcement on the addition of interim proposals and supplementary notice of the second 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.
Changsha Jingjia Microelectronics Co.Ltd(300474) (hereinafter referred to as "the company") deliberated and adopted the proposal on convening the second extraordinary general meeting of shareholders in 2022 at the seventh meeting of the Fourth Board of directors held on February 9, 2022, which was posted on cninfo.com（ http://www.cn.info.co m. C n) published the notice on convening the second extraordinary general meeting of shareholders in 2022.
On February 24, 2022, the company held the 8th meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors, deliberated and adopted the proposal on terminating some raised investment projects and using the raised funds to permanently supplement working capital.
Ms. Yu Lili and Mr. Zeng Wanhui, the controlling shareholder and actual controller of the company, submitted the letter on adding temporary proposals to the second extraordinary general meeting of the company in 2022 to the board of directors of the company from the perspective of improving the decision-making efficiency of the company, and applied to directly submit the above proposals to the second extraordinary general meeting of the company in 2022 for deliberation.
According to the company law of the people's Republic of China, the articles of association and the rules of procedure of the general meeting of shareholders: shareholders who individually or jointly hold more than 3% of the company's shares may put forward interim proposals and submit them to the board of directors in writing 10 days before the general meeting of shareholders. As of the date of this board meeting, Ms. Yu Lili and Mr. Zeng Wanhui have directly held 35.48% of the shares of the company. The above interim proposal belongs to the scope of authority of the general meeting of shareholders, has clear topics and specific resolutions, and complies with the relevant provisions of laws, regulations and the articles of association, Therefore, the board of directors of the company agreed to submit the above interim proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation
For the addition of temporary proposals, the company supplemented the notice on convening the second extraordinary general meeting of shareholders in 2022 issued on February 10, 2022 as follows (in addition to adding the contents of the above temporary proposals, the time and place of the meeting remain unchanged):
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the second extraordinary general meeting of shareholders in 2022.
2. Convener of the general meeting of shareholders: the 4th board of directors of the company. The seventh meeting of the Fourth Board of directors of the company decided to hold the second extraordinary general meeting of shareholders in 2022 by means of on-site voting and online voting on March 15, 2022.
3. Legality and compliance of the meeting
The seventh meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on convening the second extraordinary general meeting of shareholders in 2022. The convening of this general meeting of shareholders complies with 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 PM, March 15, 2022.
(2) Online voting time: March 15, 2022.
The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on March 15, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on March 15, 2022.
5. Meeting mode: on-site voting combined with online voting
(1) On site voting: shareholders attend the meeting in person or entrust others to attend the meeting by power of attorney;
(2) Online voting: this general meeting of shareholders provides all shareholders with an online voting platform through Shenzhen securities trading system and Internet voting system. Shareholders of the company registered on the equity registration date can exercise their voting rights through the above system during online voting time.
6. Equity registration date: March 9, 2022.
7. Attendees:
(1) Ordinary shareholders or their agents who hold shares of the company on the equity registration date;
As of the closing of the afternoon of March 9, 2022, the equity registration date, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders and can entrust an agent in writing to attend the meeting and vote. The shareholder agent does not have to be a shareholder of the company or participate in online voting during online voting time.
(2) Directors, supervisors and senior managers of the company.
(3) Witness lawyers and other relevant personnel employed by the company.
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Meeting place: conference room on the 5th floor of the company, No. 1 meixihu Road, Yuelu District, Changsha
2、 Matters considered at the meeting
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals √
Non cumulative voting proposal
1.00 proposal on change of accounting firm √
2.00 on terminating some projects invested with raised funds and using the raised funds √
Proposal on replenishing working capital for a long time
The above proposals have been deliberated and adopted at the 7th Meeting of the 4th board of directors, the 6th meeting of the 4th board of supervisors, the 8th meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors. For details, please refer to the company's http://www.cn.info.com.cn on February 10, 2022 and February 25, 2022 Relevant announcements or documents disclosed.
In order to better safeguard the interests of small and medium-sized investors, the above proposal will count the votes of 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 listed company).
3、 Registration method of on-site meeting of the general meeting of shareholders
1. Registration method:
(1) Registration of corporate shareholders: the legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he shall go through the registration formalities with the shareholder's account card, the copy of the business license stamped with the official seal, the certificate of the legal representative and the ID card; 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 copy of the business license stamped with the official seal, the power of attorney issued by the legal representative (see Annex II for the format), the certificate of the legal representative and the stock account card of the legal person shareholder. (2) Registration of natural person shareholders: qualified natural person shareholders shall register with the shareholder's securities account card, personal ID card and shareholding certificate; If an agent is entrusted to attend the meeting, in addition to the above materials, the agent must also hold the power of attorney of the shareholder and his own ID card.
(3) Registration of non local shareholders: it can be registered by letter, fax or e-mail. Shareholders should carefully fill in the registration form of participating shareholders (Annex III), and attach a copy of ID card and shareholder account for registration confirmation. Telephone registration is not accepted.
2. Registration time: 8:30-11:30 a.m. and 13:30-16:00 p.m. on March 14, 2022. 3. Registration place: No. 1, meixihu Road, Yuelu District, Changsha, Changsha Jingjia Microelectronics Co.Ltd(300474) securities department.
4. Note: shareholders and shareholders' agents attending the meeting should carry the original of relevant certificates and go through the registration formalities at the venue half an hour before the meeting. Those who do not make an appointment for registration according to the registration method of the meeting are not allowed to attend.
4、 Specific operation process of participating in online voting
This general meeting of shareholders provides shareholders with a voting platform in the form of network. Shareholders can vote through the trading system of Shenzhen Stock Exchange or the Internet voting system (http: / / wltp. CN. Info. Com. CN.) See Annex I for the specific operation process of online voting.
5、 Other matters
1. Contact information
Contact: Liao Kaishi Yan
Tel: 0731-82737008-8003
Fax: 0731-82737002
Email: [email protected].
Contact address: conference room on the 5th floor of the company, No. 1 meixihu Road, Yuelu District, Changsha
Post code: 410221
2. The on-site meeting lasts for half a day, and the shareholders or clients attending the meeting shall bear their own accommodation and transportation expenses.
3. Handling method of abnormal conditions of online voting system: during online voting, if the online voting system is affected by major emergencies, the process of this shareholders' meeting shall be carried out according to the notice of the same day.
6、 Documents for future reference
1. Resolutions of the Changsha Jingjia Microelectronics Co.Ltd(300474) 7th Meeting of the 4th board of directors;
2. Resolutions of the Changsha Jingjia Microelectronics Co.Ltd(300474) 8th meeting of the 4th board of directors;
3. Resolutions of the Changsha Jingjia Microelectronics Co.Ltd(300474) 6th meeting of the 4th board of supervisors;
4. Resolution of the Changsha Jingjia Microelectronics Co.Ltd(300474) 7th Meeting of the 4th board of supervisors.
enclosure:
1、 Operation process of online voting
2、 Power of attorney of the general meeting of shareholders
3、 Registration form of shareholders attending the meeting
It is hereby announced.
Changsha Jingjia Microelectronics Co.Ltd(300474) board of directors February 25, 2022
Annex I:
Operation process of online voting
1、 Procedures for online voting
1. Voting code: 350474 voting abbreviation: "Jingjia 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 shareholder votes 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、 Voting procedures through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on March 15, 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 at 9:15 a.m. on March 15, 2022 and ends at 15:00 on March 15, 2022.
2. Shareholders who conduct online voting through the Internet voting system shall handle identity authentication in accordance with the provisions of the guidelines for identity authentication business of investors' online services of Shenzhen Stock Exchange, and obtain the "digital certificate of Shenzhen Stock Exchange" or "investor service password of Shenzhen Stock Exchange". The specific identity authentication process can be logged into the Internet voting system http://wltp.com 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 http://wltp.com cn. info. com. cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
Annex II:
Changsha Jingjia Microelectronics Co.Ltd(300474) power of attorney
I hereby entrust Mr. / Ms. to attend the meeting on March 15, 2022 on behalf of me / the company
The Changsha Jingjia Microelectronics Co.Ltd(300474) second extraordinary general meeting of shareholders in 2022 and on behalf of myself / the company
Vote on the following proposals according to the following instructions. If I / the company fails to give instructions on the voting of this meeting, the trustee shall
The person may exercise the voting right on his behalf, and the consequences of exercising the voting right shall be borne by himself / the company.
Remarks voting opinions
proposal
Check the column of proposal name
The coded column can be agreed
