Securities code: 300766 securities abbreviation: Merit Interactive Co.Ltd(300766) Announcement No.: 2022-007 Merit Interactive Co.Ltd(300766)
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.
Merit Interactive Co.Ltd(300766) (hereinafter referred to as “the company”) deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022 at the 26th meeting of the second board of directors, and agreed to convene the first extraordinary general meeting of shareholders in 2022 at 14:00 on January 24, 2022. The specific matters are hereby announced as follows:
1、 Basic information of the meeting
1. 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. After deliberation and approval at the 26th meeting of the second board of directors of the company, it is decided to convene the first extraordinary general meeting of shareholders in 2022.
3. Legality and compliance of the meeting: the convening procedures of the general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
4. Date and time of the meeting:
(1) On site meeting time: 14:00 p.m. on Monday, January 24, 2022.
(2) Date and time of online voting: the time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on January 24, 2022;
The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15 a.m. to 15:00 p.m. on January 24, 2022.
5. Convening method of 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 with the same voting right, the first voting result shall prevail.
6. Equity registration date of the meeting: January 17, 2022.
7. Attendees:
(1) Shareholders or their agents who hold the issued voting shares of the company on the equity registration date;
At the closing of the afternoon of the equity registration day, all shareholders of the company registered in CSDCC Shenzhen branch who have issued voting shares have the right to attend the general meeting of shareholders, and may entrust an agent in writing to attend the meeting and vote. The shareholder agent need not be a shareholder of the company. (see Annex 2 for power of attorney)
(2) Directors, supervisors and senior managers of the company;
(3) Lawyers employed by the company;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Venue of the on-site meeting: phase II of Fudi entrepreneurship Park, No. 9, xidoumen Road, Xihu District, Hangzhou, Zhejiang Province.
2、 Matters considered at the meeting
The proposals considered at this meeting are as follows:
1.00 proposal on prediction of daily connected transactions in 2022;
2.00 proposal on change of non independent directors;
2.01 proposal on electing Mr. Ge Huanyang as a non independent director of the second board of directors; 2.02 proposal on electing Mr. LV Fanrong as a non independent director of the second board of directors. Proposal 1 has been deliberated and adopted at the 26th meeting of the second board of directors and the 22nd Meeting of the second board of supervisors held by the company on December 30, 2021. For the specific contents of the proposal, please refer to the daily report on 2022 disclosed by the company on cninfo.com on January 1, 2022
Announcement on the forecast of related party transactions.
Proposal 2 has been adopted at the 26th meeting of the second board of directors held on December 30, 2021
The proposal was deliberated and passed at the meeting. Please refer to the company’s disclosure on January 1, 2022 for the specific contents of the proposal
Announcement on the change of non independent directors and senior managers of cninfo.com.
The above proposals are ordinary resolutions of the general meeting of shareholders, and shall be submitted by the shareholders attending the general meeting of shareholders
More than 1 / 2 of the voting rights held by (including shareholders’ proxies) are passed.
Shareholder: Beijing Heyu venture capital center (limited partnership), shareholder: Beijing Dinglu Zhongyuan
Technology Co., Ltd. is the affiliated shareholder of the first proposal, and the affiliated shareholders shall review the proposal
It is necessary to avoid voting, and shall not accept the authorization of other shareholders to vote on their behalf.
Proposal 2 adopts the cumulative voting system. Two non independent directors shall be elected, and the shareholders shall have the right to vote
The number of votes shall be the number of shares with voting rights held by them multiplied by the number of persons to be elected, and the shareholders may
The number of electoral votes owned shall be limited to the number of candidates to be elected and distributed arbitrarily among candidates (zero votes can be cast)
Votes), but the total number shall not exceed the number of electoral votes it has.
In order to better protect the rights and interests of small and medium-sized investors, the voting results of the above proposals need to be aligned
Small investors shall count their votes separately (small and medium investors refer to directors, supervisors
Other than senior managers and shareholders who individually or jointly hold more than 5% of the shares of the listed company
Other shareholders).
3、 Proposal code
Table 1: example of proposal code of this shareholders’ meeting:
Remarks: the column with the code checked in the name of the proposal column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on prediction of daily connected transactions in 2022 √
Cumulative voting proposal (equal vote)
2.00 two persons shall be elected for the proposal on the change of non independent directors
2.01 proposal on electing Mr. Ge Huanyang as a non independent director of the second board of directors √
2.02 proposal on electing Mr. LV Fanrong as a non independent director of the second board of directors √
4、 Meeting registration and other matters
(i) Registration time: 9:00-12:00 a.m. and 13:30-18:00 p.m. on January 21, 2022.
（2） Registration place: 14th floor, block a, Qiandao Lake Zhigu building, No. 7, xidoumen Road, Xihu District, Hangzhou, Zhejiang Province.
（3） Registration method:
1. The legal representative or entrusted agent 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 and his own ID card; If the legal person shareholder entrusts an agent to attend the meeting, the agent shall go through the registration formalities with the agent’s ID card, a copy of the business license stamped with the official seal, the power of attorney (see Annex 2) and the client’s shareholder account card;
2. Natural person shareholders shall go through the registration procedures with their own ID card and shareholder account card; If a natural person shareholder entrusts an agent, the agent shall go through the registration formalities with the agent’s ID card, power of attorney (see Annex 2), the principal’s ID card and the principal’s shareholder account card; 3. Non local shareholders can register by letter, fax or e-mail. The fax, letter or e-mail should be delivered to the company before 18:00 on January 21, 2022 (please indicate the word “general meeting” in the eye-catching place). The letter, fax or e-mail should be subject to the time of arrival at the company, and the company does not accept telephone registration.
（4） Meeting contact information
Contact person: Li Haochuan;
Tel.: 0571-81061638;
Contact Fax: 0571-86473223;
Contact email: [email protected]. ；
Contact address: 14 / F, tower a, Qiandao Lake Zhigu building, No. 7, xidoumen Road, Xihu District, Hangzhou, Zhejiang Province;
Postal Code: 310012.
（5） Precautions
1. Shareholders and shareholders’ agents attending the meeting shall arrive at the meeting place within half an hour before the meeting, and bring the original ID card, stock account card, power of attorney and other originals for verification and admission;
2. The meeting is expected to last for 2 hours, and all the expenses of the participating shareholders shall be borne by themselves.
5、 Specific operation process of participating in online voting
At this shareholders’ meeting, the company will provide shareholders with an online voting platform. Shareholders of the company can vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com..cn. ）See Annex 1 for the specific process of online voting. 6、 Documents for future reference
1. Merit Interactive Co.Ltd(300766) resolution of the 26th meeting of the second board of directors; 2. Merit Interactive Co.Ltd(300766) resolution of the 22nd Meeting of the second board of supervisors. It is hereby announced.
Merit Interactive Co.Ltd(300766) board of directors
January 1, 2022
Annex 1: specific operation process of participating in online voting Annex 2: power of attorney
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 “350766”; Voting is referred to as “daily voting”.
2. Fill in the voting opinions or election votes.
For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
For cumulative voting proposals, fill in the number of election votes cast for a candidate. The shareholders of a listed company shall vote within the limit of the number of electoral votes of each proposal group they have. If the number of electoral votes cast by shareholders exceeds the number of electoral votes they have, or if the number of votes cast in the differential election exceeds the number of candidates, their electoral votes cast by the proposal group shall be deemed invalid. If you do not agree with a candidate, you can vote 0 for the candidate.
3. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals.
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: trading hours on January 24, 2022, i.e. 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m.
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 January 24, 2022 and ends at 3:00 p.m. on January 24, 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 online service identity authentication of investors 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.
Merit Interactive Co.Ltd(300766)
Power of attorney of the first extraordinary general meeting of shareholders in 2022
I hereby authorize Mr. (Ms.) to represent me (the company) to attend the daily exchange
The first extraordinary general meeting of shareholders in 2022 of China Mobile Co., Ltd. shall vote according to the proposals reviewed by me (the company) and the instructions of this power of attorney, and sign the relevant documents to be signed at this meeting on behalf of me.
Remarks voting opinions
Check the name of the proposal
Coded columns can agree to vote against abstention and avoidance
100 total proposals: all proposals except cumulative voting proposals √
