Securities code: Zhejiang Xcc Group Co.Ltd;(603667) securities abbreviation: Zhejiang Xcc Group Co.Ltd;(603667) Announcement No.: 2022015
Convertible bond Code: 113568 convertible bond abbreviation: Spring convertible bond
Zhejiang Xcc Group Co.Ltd;(603667)
Notice on convening the first extraordinary general meeting of shareholders in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Date of shareholders’ meeting: March 17, 2022
The online voting system adopted for the general meeting of shareholders: the online voting system of the general meeting of shareholders of Shanghai Stock Exchange
1、 Basic information of the meeting
(I) type and session of shareholders’ meeting
The first extraordinary general meeting of shareholders in 2022
(II) convener of general meeting of shareholders: Board of directors
(III) voting method: the voting method adopted at this shareholders’ meeting is a combination of on-site voting and online voting
(IV) date, time and place of on-site meeting
Date and time: 14:00 on March 17, 2022
Venue: conference room 1, company office building, No. 199 Titan Avenue, Xinchang County, Shaoxing City, Zhejiang Province
(V) online voting system, starting and ending date and voting time.
Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from March 17, 2022
To March 17, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. （1） Margin trading, refinancing, agreed repurchase business accounts and voting procedures for investors of Shanghai Stock connect
The voting of investors involved in margin trading, refinancing business, agreed repurchase business and Shanghai Stock connect shall be carried out in accordance with the implementation rules for online voting at the general meeting of shareholders of listed companies of Shanghai Stock Exchange and other relevant provisions. （2） Involving public solicitation of shareholders’ voting rights none
2、 Matters considered at the meeting
The types of proposals and voting shareholders deliberated at the general meeting of shareholders
Serial number proposal name voting shareholder type A-share shareholder
Non cumulative voting motion
1 proposal on changing the registered capital of the company and amending the articles of association √
2 proposal on the remuneration of directors of the Fourth Board of directors √
3 proposal on the remuneration of supervisors of the Fourth Board of supervisors √
Cumulative voting motion
4.00 proposal on nominating (4) candidates for non independent directors of the Fourth Board of directors of the company
4.01 Zhang Feng √
4.02 Wang Xueyong √
4.03 Yu Yuelei √
4.04 Lin Guoqiang √
5.00 proposal on nominating candidates for independent directors of the Fourth Board of directors of the company for independent directors (3)
5.01 Zhou Yu √
5.02 Yan Maoxin √
5.03 Qu Zhefeng √
6.00 proposal on the general election of non employee representative supervisors by the board of supervisors of the company
6.01 Wang Mingzhou √
6.02 Shi Zhe √
1. Time and media of disclosure of each proposal
The above proposal has been deliberated and adopted at the 32nd meeting of the third board of directors and the 31st meeting of the third board of supervisors held by the company on February 28, 2022. For details, please refer to the website of Shanghai Stock Exchange on March 1, 2022 (www.sse. Com. CN) And relevant announcements published in Shanghai Securities News and China Securities News, the information disclosure media designated by the company. 2. Special resolution proposal: 13. Proposal on separate vote counting for small and medium-sized investors: 1, 2, 3, 4, 5, 64. Proposal involving avoidance of voting by related shareholders: none
Name of related shareholders who should avoid voting: none 5. Proposals involving preferred shareholders’ participation in voting: None
3、 Precautions for voting at the general meeting of shareholders
(I) if the shareholders of the company exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, they can either log in to the voting platform of the trading system (through the trading terminal of the securities company designated for trading) or log in to the Internet voting platform (website: vote. Sseinfo. Com) Vote. For the first time to log in to the Internet voting platform to vote, investors need to complete shareholder identity authentication. Please refer to the instructions on the website of the Internet voting platform for specific operations.
(II) shareholders exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. If they have multiple shareholder accounts, they can use any shareholder account holding the company’s shares to participate in online voting.
After voting, it shall be deemed that all ordinary shares of the same class or preferred shares of the same variety under their shareholder accounts have voted for the same opinion respectively.
(III) if the number of election votes cast by shareholders exceeds the number of election votes they have, or if the number of votes cast in the differential election exceeds the number of candidates, their election votes for the proposal shall be deemed invalid.
(IV) if the same voting right is voted repeatedly through on-site, online voting platform of the exchange or other means, the first voting result shall prevail.
(V) shareholders can submit all proposals only after voting.
(VI) the voting method of electing directors, independent directors and supervisors by cumulative voting system is shown in Annex 2. 4、 Meeting attendees
(I) after the closing of the stock market on the equity registration date, the shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders (see the table below for details), and can entrust agents to attend the meeting and vote in writing. The agent need not be a shareholder of the company.
Stock category Stock Code Stock abbreviation equity registration date
A shares Zhejiang Xcc Group Co.Ltd;(603667) Zhejiang Xcc Group Co.Ltd;(603667) 2022 / 3 / 14
(II) directors, supervisors and senior managers of the company.
(III) lawyers employed by the company.
(IV) other personnel
5、 Meeting registration method
1. Registration time: 9:30-16:30, March 16, 2022 (Wednesday)
2. Registration address: Securities Department of the company, No. 199 Titan Avenue, Xinchang County, Shaoxing City, Zhejiang Province 3. Registration procedures: shareholders or shareholders’ agents can register at the company’s site, or fax or send relevant materials to the company’s email in the form of scanned copies for written registration. For shareholders registered by fax, please indicate the contact person and contact number on the fax
6、 Other matters 1. The transportation and accommodation expenses of the shareholders attending the meeting shall be borne by themselves. 2. Meeting contacts: Cui Cuiping, Peng Chao 3, Tel.: 0575863392634, fax: 0575860261695, email: xcczqb@xcc -zxz. com. It is hereby announced.
Zhejiang Xcc Group Co.Ltd;(603667) board of directors March 1, 2022 Annex 1: power of attorney Annex 2: explanation of voting method for electing directors, independent directors and supervisors by cumulative voting system the filing document proposes the resolution of the board of directors to convene this general meeting of shareholders
Annex 1: power of attorney
Power of attorney
Zhejiang Xcc Group Co.Ltd;(603667) ：
I hereby entrust Mr. (Ms.) to attend the first extraordinary general meeting of shareholders of your company in 2022 held on March 17, 2022 on behalf of my unit (or myself) and exercise voting rights on behalf of me. Number of ordinary shares held by the trustor: number of preferred shares held by the trustor: account number of the trustor’s shareholder:
No. name of non cumulative voting proposal agree against abstain
1. On changing the registered capital of the company and amending the articles of Association
Proposal for
2 proposal on the remuneration of directors of the Fourth Board of directors 3 proposal on the remuneration of supervisors of the Fourth Board of supervisors of the company
Serial number cumulative voting proposal name number of votes
4.00 on nominating (4) non independent directors to be elected to the Fourth Board of directors of the company
Candidate’s proposal
4.01 Zhang Feng 4.02 Wang Xueyong 4.03 Yu Yuelei 4.04 Lin Guoqiang
5.00 on nominating independent directors of the Fourth Board of directors of the company (3) independent directors to be elected
Proposal on election
5.01 Zhou Yu 5.02 Yan Maoxin 5.03 Qu Zhefeng
6.00 on the general election of the board of supervisors of the company (2 supervisors to be elected for non employee representative supervisors)
Proposal on
6.01 Wang Mingzhou 6.02 Shi Zhe
Signature (seal) of the trustor: signature of the trustee:
The ID number of the client: the ID number of the trustee:
Date of entrustment: mm / DD / 2022
Note: the trustor shall choose one of “agree”, “oppose” or “abstain” in the power of attorney and tick “√”. If the trustor does not give specific instructions in this power of attorney, the trustee has the right to vote according to its own wishes.
Annex 2 description of voting methods for electing directors, independent directors and supervisors by cumulative voting system
1、 The election of candidates for directors, independent directors and board of supervisors at the general meeting of shareholders shall be numbered as the proposal group respectively. Each investor group shall vote on each proposal.
2、 The number of declared shares represents the number of election votes. For each proposal group, for each share held by shareholders, they will have the total number of votes equal to the number of directors or supervisors to be elected under the proposal group. If a shareholder holds 100 shares of the listed company, 10 directors should be elected at the general meeting of shareholders, and there are 12 candidates for directors, then the shareholder has 1000 votes for the election proposal group of the board of directors.
3、 Shareholders shall vote within the limit of the number of election votes of each proposal group. Shareholders can vote according to their own wishes. They can vote for one candidate or different candidates according to any combination. After the voting, the cumulative votes for each proposal shall be calculated separately.
4、 Example:
A listed company held a general meeting of shareholders and re elected the board of directors and the board of supervisors by using the cumulative voting system. There are 5 directors to be elected and 6 candidates for directors; There are 2 independent directors to be elected and 3 candidates for independent directors; There are 2 supervisors to be elected and 3 candidates for supervisors. Matters requiring voting are as follows: cumulative voting proposal
4.00 number of votes on the proposal to elect directors
4.01 example: Chen ××
4.02 example: Zhao ××
4.03 example: Jiang ××
…… ……
4.06 example: Song Dynasty ××
5.00 number of votes on the proposal to elect independent directors
5.01 example: Zhang ××
5.02 cases:
