Securities code: 002758 securities abbreviation: Zjamp Group Co.Ltd(002758) Announcement No.: 2021-073
Bond Code: 128040 bond abbreviation: Huatong convertible bond
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.
Zjamp Group Co.Ltd(002758) (hereinafter referred to as “the company”) the 18th meeting of the 4th board of directors was held on December 23, 2021. The meeting agreed that the company would convene the first extraordinary general meeting of shareholders in 2022 to review the relevant proposals submitted at the 18th meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors, and decided to hold the meeting on January 10, 2022 The first extraordinary general meeting of the company in 2022 will be held on Monday. The specific matters of this general meeting are hereby notified as follows:
1、 Basic information of the meeting
(i) 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
（3） Legality and compliance of the meeting: the convening of the shareholders’ meeting by the board of directors complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the provisions of the articles of association.
（4） Date and time of the meeting
1. The on-site meeting starts at 13:30 p.m. on Monday, January 10, 2022, and the meeting lasts for half a day.
2. Online voting time: January 10, 2022, including:
The time for 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 January 10, 2022;
Through the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com..cn. ）The specific time for voting is any time from 9:15 a.m. to 15:00 p.m. on January 10, 2022.
（5） Venue of the on-site meeting: conference room, 8th floor, building 3, Zhejiang agricultural science and Technology Innovation Park, No. 768, Jianghong Road, Binjiang District, Hangzhou
（6） Meeting method: the meeting is held by combining on-site voting and online voting. The company will provide online voting platform to the company’s shareholders through the trading system and Internet voting system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), and the company’s shareholders can exercise their voting rights through the above system during the above online voting time.
（7） Way of attending the general meeting of shareholders: shareholders of the company can only choose one of on-site voting (on-site voting can be entrusted by proxy) and online voting. In case of repeated voting with the same voting right, the first voting result shall prevail.
（8） Equity registration date: Tuesday, January 4, 2022
（9） Attendees:
1. As of 15:00 p.m. on Tuesday, January 4, 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 general meeting of shareholders, and can entrust an agent to attend and vote in writing. The agent of the shareholder 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.
2、 Matters considered at the meeting
1. About the company
<2021 年限制性股票激励计划（草案）>
And its abstract; 2. About the company
<2021 年限制性股票激励计划实施考核管理办法>
Proposal of the; 3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021;
4. Proposal on the extension of some raised investment projects of the company;
5. Proposal on closing some raised investment projects of the company, permanently replenishing working capital with surplus raised funds and changing the purpose of some raised funds.
The above proposal has been deliberated and adopted at the 18th meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors. For details, see the relevant announcements published by the company in the securities times and cninfo (www.cn. Info. Com.. CN) on December 24, 2021.
Special note:
1. The above proposals 1-3 need to be considered and approved by the general meeting of shareholders in the form of special voting, that is, with the consent of more than two-thirds of the voting shares attending the general meeting of shareholders.
2. The above five proposals require the voting of small and medium-sized investors for separate vote counting and public disclosure (small and medium-sized investors refer to shareholders other than the following shareholders: (1) directors, supervisors and senior managers of the listed company; (2) shareholders who individually or jointly hold more than 5% of the shares of the listed company).
3. The above proposals 1-3 require independent directors of the company to publicly solicit voting rights. For details, see the report on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2021-070) disclosed on the same day in the securities times and cninfo.com.
3、 Proposal code
remarks
Proposal code proposal name the ticked column can vote
100 total proposal √
Non cumulative voting proposal
1.00 about the company
<2021 年限制性股票激励计划（草案）>
√
And its abstract
2.00 about the company
<2021年限制性股票激励计划实施考核管√ 理办法>
Proposal for
3.00 proposal for the general meeting of shareholders to authorize the board of directors to handle restrictive √
Proposal on matters related to stock incentive plan
4.00 proposal on extension of some raised investment projects of the company √
5.00 on closing of some raised investment projects of the company and permanent use of the surplus raised funds √
Proposal on replenishing working capital and changing the purpose of some raised funds for a long time
4、 Meeting registration and other matters
(i) Registration method for attending on-site meetings
1. Registration time: January 5, 2022 (9:00-11:30 a.m. and 13:30-16:30 p.m.)
2. Registration place: Office of securities department, 8312, floor 8, building 3, Zhejiang agricultural science and Technology Innovation Park, No. 768, Jianghong Road, Binjiang District, Hangzhou.
3. Registration method:
(1) If the legal representative of a legal person shareholder attends, the registration shall be handled by presenting his / her ID card, certificate of identity of the legal representative or power of attorney, copy of the business license of the legal person unit (with official seal affixed) and securities account card; if a legal person shareholder entrusts an agent to attend, the registration shall be handled by presenting the agent’s ID card, power of attorney and copy of the business license of the legal person unit (with official seal) and securities account card for registration.
(2) If a natural person shareholder attends in person, it shall go through registration on the strength of his own ID card, securities account card and shareholding certificate; if an agent is entrusted to attend, it shall go through registration on the strength of agent’s ID card, principal’s ID card, power of attorney, securities account card and shareholding certificate.
(3) Non local shareholders can register by letter, fax or e-mail with the above relevant certificates (they must be delivered or faxed to the company before 16:30 p.m. on January 5, 2022, and the letter shall be subject to the postmark). Please be sure to bring the original of the above materials and submit them to the company when attending the on-site meeting.
（2） Other matters
1. Meeting contact:
Contact: Zeng Lin
Tel: 0571-87661645
Fax: 0571-87661217 (please indicate “general meeting” on the fax letter)
Email: [email protected]. (please indicate “general meeting” in the title of the email)
Address: 8312 Securities Department office, 8th floor, building 3, Zhejiang agricultural science and Technology Innovation Park, No. 768, Jianghong Road, Changhe street, Binjiang District, Hangzhou, Zhejiang Province.
Post code: 310051
2. The meeting will last for half a day, and the participants will pay their own accommodation and transportation expenses.
3. Shareholders and shareholders’ agents attending the meeting shall bring the original of relevant certificates half an hour before the meeting and go through the registration formalities at the venue.
4. During online voting, if the online voting system is affected by major emergencies, the process of the shareholders’ meeting shall be carried out according to the notice of the same day.
5、 Specific operation process of participating in online voting
The general meeting of shareholders provides all shareholders with a voting platform in the form of network. Shareholders can vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com..cn. ）Participate in online voting. See Annex I for the specific operation process of online voting.
6、 Documents for future reference
1. Resolutions of the 18th meeting of the 4th board of directors of the company;
2. Resolutions of the 15th meeting of the 4th board of supervisors of the company; 3. Other documents required by SZSE. It is hereby announced.
Zjamp Group Co.Ltd(002758) board of directors December 24, 2021
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 362758; Voting abbreviation: zhenong 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 opinions of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 10, 2022.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3、 Voting procedures through the Internet voting system of Shenzhen Stock Exchange
1. The Internet voting system will start voting at any time from 9:15 a.m. to 3:00 p.m. on January 10, 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 (revised in 2016) and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”. The specific identity authentication process can be logged in 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.
Power of attorney
Zjamp Group Co.Ltd(002758) ：
I hereby entrust Mr. (Ms.) to attend the meeting on January 10, 2022 on behalf of my unit (or myself)
Held the first extraordinary general meeting of your company in 2022 and exercised the voting rights on behalf of you.
Remarks voting opinions
Checked in this column
Proposal code proposal name
You can vote for or against abstention
100 total proposal √
Non cumulative voting proposal
About the company
<2021 年限制性股票激励计划（草案）>
And
1.00√
Summary proposal
About the company
<2021 年限制性股票激励计
