Securities code: Zjamp Group Co.Ltd(002758) securities abbreviation: Zjamp Group Co.Ltd(002758) Announcement No.: 2022032
Bond Code: 128040 bond abbreviation: Huatong convertible bond
Zjamp Group Co.Ltd(002758)
Announcement of the resolution 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.
Special tips:
1. There is no increase, rejection or change of proposals in this shareholders’ meeting;
2. This general meeting of shareholders is not involved in changing the resolution of the previous general meeting of shareholders;
3. Among the proposals considered at the shareholders’ meeting, the proposals affecting the interests of small and medium-sized investors (proposals 1-6) counted the votes of small and medium-sized investors separately. Small and medium-sized investors refer to shareholders other than directors, supervisors, senior managers of listed companies and shareholders who individually or jointly hold more than 5% of the shares of listed companies.
1、 Convening and attendance of the meeting
(I) convening of the meeting
1. Meeting time:
(1) On site meeting time: 14:30 p.m. on Wednesday, March 16, 2022;
(2) Online voting time: March 16, 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 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.
2. 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.
3. Convener: the board of directors of the company.
4. Meeting mode: the combination of on-site voting and online voting.
5. Moderator: Mr. Bao Zhonghai, chairman.
6. 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 Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the provisions of Zjamp Group Co.Ltd(002758) articles of association.
(II) attendance at the meeting
33 shareholders and shareholder representatives (including agents) attended the general meeting, representing 335538999 shares, accounting for 667549% of the total shares of the listed company. Of which:
1. Attendance at site meetings
16 shareholders voted on the spot, representing 316392766 shares, accounting for 629458% of the total shares of the listed company.
2. Online voting
The total number of shares of the listed company voted by 4691 shareholders, accounting for 17.803% of the total shares of the listed company.
3. Small and medium-sized investors voting
21 minority shareholders voted on the spot and online, representing 24972753 shares, accounting for 4.9683% of the total shares of the listed company.
Some directors, supervisors and Secretary of the board of directors of the company attended the meeting, other senior managers attended the meeting as nonvoting delegates, and lawyers Zhang Cheng and Wang sheweier of Beijing Jindu (Hangzhou) law firm attended and witnessed the meeting.
2、 Deliberation and voting of proposals
The general meeting of shareholders considered and adopted the following proposals by means of a combination of on-site open voting and online voting. The specific voting conditions are as follows:
1. The proposal on the company’s external guarantee limit and approval authority in 2022 was deliberated and adopted
Voting results: 335410599 shares were approved, accounting for 999617% of the shares held by all shareholders attending the meeting; Against 128400 shares, accounting for 0.0383% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors: 24844353 shares were agreed, accounting for 994858% of the shares held by small and medium-sized shareholders attending the meeting; Against 128400 shares, accounting for 0.5142% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
This proposal is a special resolution and has been adopted by more than two-thirds of the total number of effective voting shares held by shareholders who have attended the general meeting of shareholders.
2. Deliberated and passed the proposal on the company’s bill pool business in 2022
Voting results: 328311949 shares were approved, accounting for 978461% of the shares held by all shareholders attending the meeting; Against 7227050 shares, accounting for 2.1539% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors: 17745703 shares were agreed, accounting for 710603% of the shares held by small and medium-sized shareholders attending the meeting; Against 7227050 shares, accounting for 289397% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
3. The proposal on the prediction of the company’s daily connected transactions in 2022 was deliberated and adopted
The related shareholders Zhejiang Nong 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 shall abstain from voting. The total number of valid voting shares present at the meeting is 89204924. The voting is as follows:
Voting results: 89075424 shares were approved, accounting for 998548% of the shares held by all shareholders attending the meeting; Against 128400 shares, accounting for 0.1439% of the shares held by all shareholders attending the meeting; 1100 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0012% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors: 2484325 shares were agreed, accounting for 994814% of the shares held by small and medium-sized shareholders attending the meeting; Against 128400 shares, accounting for 0.5142% of the shares held by minority shareholders attending the meeting; 1100 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0044% of the shares held by minority shareholders attending the meeting.
4. The proposal on the company’s use of idle self owned funds for investment and financial management in 2022 was deliberated and passed. The voting results: 331928199 shares were agreed, accounting for 989239% of the shares held by all shareholders attending the meeting; Against 3610800 shares, accounting for 1.0761% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors: 21361953 shares were agreed, accounting for 855410% of the shares held by small and medium-sized shareholders attending the meeting; Against 3610800 shares, accounting for 144590% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
5. The proposal on the company’s application for comprehensive credit line from the bank in 2022 was deliberated and adopted
Voting results: 335419999 shares were approved, accounting for 999645% of the shares held by all shareholders attending the meeting; Against 115100 shares, accounting for 0.0343% of the shares held by all shareholders attending the meeting; 3900 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0012% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors: 24853753 shares were agreed, accounting for 995235% of the shares held by small and medium-sized shareholders attending the meeting; Against 115100 shares, accounting for 0.4609% of the shares held by minority shareholders attending the meeting; 3900 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0156% of the shares held by minority shareholders attending the meeting.
6. The proposal on electing Mr. Cao Yongqi as a candidate for non independent directors of the Fourth Board of directors was deliberated and adopted
Voting results: 331928199 shares were approved, accounting for 989239% of the shares held by all shareholders attending the meeting; Against 3606900 shares, accounting for 1.0750% of the shares held by all shareholders attending the meeting; 3900 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0012% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors: 21361953 shares were agreed, accounting for 855410% of the shares held by small and medium-sized shareholders attending the meeting; Against 3606900 shares, accounting for 144433% of the shares held by minority shareholders attending the meeting; 3900 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0156% of the shares held by minority shareholders attending the meeting.
3、 Legal opinions issued by lawyers
Lawyer Zhang Cheng and Lawyer Wang sheweier of Beijing Jindu (Hangzhou) law firm attended and witnessed the shareholders’ meeting and issued legal opinions. According to the legal opinion, the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and administrative regulations, the rules for the general meeting of shareholders of listed companies (revised in 2022) and the Zjamp Group Co.Ltd(002758) articles of Association; The qualifications of the persons attending the shareholders’ meeting and the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
4、 Documents for future reference
1. Resolution of the second extraordinary general meeting of shareholders in Zjamp Group Co.Ltd(002758) 2022;
2. Legal opinion of Beijing Jindu (Hangzhou) law firm on the second general meeting of shareholders in Zjamp Group Co.Ltd(002758) 2022.
It is hereby announced.
Zjamp Group Co.Ltd(002758) board of directors March 17, 2022
