Securities code: Zjamp Group Co.Ltd(002758) securities abbreviation: Zjamp Group Co.Ltd(002758) Announcement No.: 2022026
Bond Code: 128040 bond abbreviation: Huatong convertible bond
Notice on convening 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.
Zjamp Group Co.Ltd(002758) (hereinafter referred to as “the company”) the 20th meeting of the 4th board of directors was held on February 28, 2022. The meeting agreed that the company would convene the 2nd extraordinary general meeting of shareholders in 2022 to review the relevant proposals submitted at the 20th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors, And decided to hold the second extraordinary general meeting of shareholders in 2022 on Wednesday, March 16, 2022. The specific matters of this shareholders’ meeting are hereby notified as follows:
1、 Basic information of the meeting
(I) session of the general meeting of shareholders: the second extraordinary general meeting of shareholders in 2022
(II) convener of the general meeting of shareholders: the board of directors of the company
(III) legality and compliance of the meeting: the convening of this 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 company’s charter.
(IV) date and time of the meeting
1. Time of on-site meeting: from 14:30 p.m. on Wednesday, March 16, 2022. The meeting lasts for half a day.
2. Online voting time: March 16, 2022, including:
The time of online voting through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 16, 2022;
Through the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The specific time of voting is any time from 9:15 a.m. to 15:00 p.m. on March 16, 2022.
(V) 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
(VI) meeting mode: the meeting is held by combining on-site voting and online voting. The company will provide online voting platform to shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system. Shareholders of the company can exercise their voting rights through the above system during the above online voting time.
(VII) 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 to vote by proxy) and online voting. In case of repeated voting of the same voting right, the first voting result shall prevail.
(VIII) equity registration date: Thursday, March 10, 2022
(IX) attendees:
1. As of 15:00 p.m. on Thursday, March 10, 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. The third proposal of the general meeting of shareholders, the proposal on the prediction of the company’s daily related party transactions in 2022, the related shareholders zhenong Holding Group Co., Ltd., Zhejiang Xinghe Group Co., Ltd., Zhejiang Shaoxing Huatong Trading Group Co., Ltd., Zhejiang Xinghe Venture Capital Co., Ltd., Bao Zhonghai, Lin Changbin, Qian mushui and Chen Zhihao should abstain from voting, And can not accept the entrustment of other shareholders to vote;
2. Directors, supervisors and senior managers of the company;
3. Lawyers employed by the company.
2、 Matters considered at the meeting
remarks
Proposal code proposal name the ticked column can vote
100 total proposal √
Non cumulative voting proposal
1.00 discussion on the company’s external guarantee limit and approval authority in 2022 √
Case
2.00 proposal on the company’s bill pool business in 2022 √
3.00 proposal on the prediction of the company’s daily connected transactions in 2022 √
4.00 on the company’s investment and financial management with idle self owned funds in 2022 √
Proposal for
5.00 discussion on the company’s application for comprehensive credit line from the bank in 2022 √
Case
6.00 on the election of Mr. Cao Yongqi as a non independent director of the Fourth Board of directors √
Proposal on election
The above proposal has been deliberated and adopted at the 20th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors. For details, please refer to the company’s securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on March 1, 2022 See announcement on the company’s external guarantee limit and approval authority in 2022 (Announcement No.: 2022018) for relevant announcements and proposal 1 published on the; For proposal 2, see announcement on the company’s bill pool business in 2022 (Announcement No.: 2022019); For details of proposal 3, please refer to the announcement on the prediction of the company’s daily connected transactions in 2022 (Announcement No.: 2022021); For details of proposal 4, please refer to the announcement on the company’s use of idle self owned funds for investment and financial management in 2022 (Announcement No.: 2022022); For details of proposal 5, see the announcement on the company’s application for comprehensive credit line from the bank in 2022 (Announcement No.: 2022023); See announcement on by election of directors and members of special committees of the board of directors (Announcement No.: 2022024) for details of proposal 6.
Special note:
1. The above proposal 1 needs to be considered and approved by the general meeting of shareholders in the form of special vote, that is, with the consent of more than two-thirds of the voting shares attending the general meeting of shareholders.
2. The above six proposals require the vote 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 listed companies; (2) Shareholders who individually or jointly hold more than 5% of the shares of the listed company).
3、 Meeting registration and other matters
(I) registration method for attending on-site meetings
1. Registration time: March 11, 2022 (9:00-11:30 a.m., 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 the legal person shareholder is present, the registration shall be handled on the strength of his own ID card, identity certificate or power of attorney of the legal representative, 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, it shall register on the strength of the agent’s ID card, power of attorney, copy of the business license of the legal person (with official seal) and securities account card.
(2) If a natural person shareholder attends in person, he / she shall go through registration on the strength of his / her ID card, securities account card, shareholding certificate, etc; If an agent is entrusted to attend, registration shall be handled on the strength of the agent’s ID card, the principal’s ID card, power of attorney, securities account card, shareholding certificate, etc.
(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 March 11, 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.
(II) other matters
1. Meeting contact information:
Contact: Zeng Lin
Tel: 057187661645
Fax: 057187661217 (please indicate “general meeting of shareholders” on the fax)
Email: zngf Zjamp Group Co.Ltd(002758) @znjtgf.com. (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 for their own accommodation and transportation.
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 this general meeting of shareholders shall be carried out according to the notice of that day.
4、 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.
5、 Documents for future reference 1 Resolutions of the 20th meeting of the 4th board of directors of the company; 2. Resolutions of the 17th 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 March 1, 2022
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 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、 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 March 16, 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 March 16, 2022.
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.
Power of attorney
Zjamp Group Co.Ltd(002758) ：
I hereby entrust Mr. (Ms.) to attend the meeting on March 16, 2022 on behalf of my unit (or myself)
Held the second extraordinary general meeting of your company in 2022 and exercised the voting rights on behalf of you.
Remarks voting opinions
Check this column
Proposal code proposal name
The column of may agree to abstain from voting
one hundred
