Securities code: Avary Holding (Shenzhen) Co.Limited(002938) securities abbreviation: Avary Holding (Shenzhen) Co.Limited(002938) Announcement No.: 2022020 Avary Holding (Shenzhen) Co.Limited(002938)
Notice on convening the 2021 annual general meeting of shareholders
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.
Avary Holding (Shenzhen) Co.Limited(002938) (hereinafter referred to as "the company") deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders at the 17th meeting of the second board of directors held on March 16, 2022. The board of directors of the company has decided to convene the 2021 annual general meeting of shareholders of the company (hereinafter referred to as "the general meeting of shareholders") at 14:30 p.m. on April 18, 2022. The relevant matters concerning the convening of the general meeting of shareholders are hereby notified as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: 2021 annual general meeting of shareholders.
2. Convener of the meeting: the second board of directors of the company; The 17th meeting of the second board of directors deliberated and adopted the proposal to convene the general meeting of shareholders.
3. Legality and compliance of the meeting: the convening and holding of the general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. On site meeting time: 14:30 p.m. on Monday, April 18, 2022.
Online voting time:
The specific time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on April 18, 2022.
The specific time for voting through the Internet voting system of Shenzhen stock exchange is from 9:15 a.m. to 15:00 p.m. on April 18, 2022.
5. Meeting mode:
This general meeting of shareholders is held by combining on-site voting and online voting. Shareholders of the company shall choose one of on-site voting and online voting. If there is repeated voting for the same voting right, the first voting result shall prevail.
(1) On site voting: shareholders attend the on-site meeting in person or entrust others to attend the on-site meeting through a power of attorney (see Annex 2 for details);
(2) Online voting: the company will vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during online voting time.
The number of votes of shareholders or their entrusted agents exercising their voting rights through the corresponding voting system shall be included in the total number of voting rights of the general meeting of shareholders together with the number of votes of on-site voting and other voting methods that meet the provisions.
6. Equity registration date of the meeting: Tuesday, April 12, 2022
7. Attendees:
(1) Ordinary shareholders or their agents who hold shares of the company on the equity registration date;
At the closing of the afternoon of the equity registration day, all ordinary shareholders of the company registered in CSDCC Shenzhen Branch have the right to attend the general meeting of shareholders and may entrust an agent in writing to attend the meeting and vote. The agent of the shareholder does not need to be a shareholder of the company.
The general meeting of shareholders will consider the proposal on the expected daily connected transactions of the company in 2022. For details, see the company's publication in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on January 19, 2022 Announcement on the forecast of daily related party transactions in 2022 Avary Holding (Shenzhen) Co.Limited(002938) . The shareholders Meigang Industrial Co., Ltd. and Jihui International Co., Ltd. are affiliated shareholders, so they avoid voting and cannot accept the entrustment of other shareholders to vote.
(2) Directors, supervisors and senior managers of the company;
(3) Witness lawyer of the general meeting of shareholders;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Venue: Room 101, building a11, Pengding Park, Songluo Road, Yanchuan community, Yanluo street, Bao'an District, Shenzhen
2、 Matters considered at the meeting
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
case
Non cumulative voting
proposal
1.00 proposal on the work report of the board of directors in 2021 √
2.00 proposal on the work report of the board of supervisors in 2021 √
Submission of 2021 annual report and its summary √
3.00 case
4.00 proposal on the company's 2021 financial statement √
5.00 proposal on the company's 2022 financial budget report √
On repurchase and cancellation of restricted stock incentives in 2021 √
6.00 proposal to transfer some restricted shares
7.00 proposal on the company's 2021 profit distribution plan √
√ about the estimated daily related party transactions of the company in 2022
8.00 proposal
9.00 proposal on reappointment of accounting firm in 2022 √
10.00 proposal on by election of independent directors of the company √
11.00 proposal on Amending the articles of association √
12.00 proposal on Amending the rules of procedure of the general meeting of shareholders √
13.00 proposal on Amending the rules of procedure of the board of directors √
14.00 proposal on Amending the working system of independent directors √
At this meeting, Mr. Xu Renshou, Mr. Zhang Bo and Mr. Zhao Tianmin, independent directors of the second board of directors, will make a report on their work in 2021.
Proposals 1, 3, 4, 5, 6, 7, 9, 10, 11, 12, 13 and 14 deliberated at the general meeting of shareholders have been deliberated and adopted at the 17th meeting of the second board of directors of the company; Proposals 2, 3, 4 and 6 have been deliberated and adopted at the 10th meeting of the second board of supervisors of the company; For details of the above proposals, see the company's publication on cninfo (www.cn. Info. Com. CN.) on March 17, 2022 Full text of 2021 annual report and other relevant announcements of Avary Holding (Shenzhen) Co.Limited(002938) .
Proposal 8 has been deliberated and adopted at the 16th meeting of the second board of directors of the company. For details, see the company's publication in securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on January 15, 2022 Announcement on the forecast of daily related party transactions in 2022 Avary Holding (Shenzhen) Co.Limited(002938) . Related shareholders Meigang Industrial Co., Ltd. and Jihui International Co., Ltd. need to avoid voting on this proposal.
The above proposals 6, 11, 12 and 13 must be passed by special resolution, that is, by more than two-thirds of the voting rights held by the shareholders (including shareholders' agents) attending the general meeting of shareholders.
Proposal 10 the qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange, and the shareholders' meeting can vote only if there is no objection.
In accordance with the rules of the general meeting of shareholders of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant provisions, the voting of small and medium-sized investors will be counted separately for the proposals considered at the general meeting of shareholders, and the results of the separate counting will be disclosed in a timely manner.
3、 Measures for registration of attendance at meetings
1. Registration time: 9:00-11:00 a.m. and 14:30-17:00 p.m. on April 15, 2022
2. Place of registration: Office of the board of directors of the company
3. Registration method:
(1) Natural person shareholders must register with their shareholder account card, ID card or other valid certificates or certificates that can indicate their identity;
(2) Agents entrusted by natural person shareholders to attend the meeting must register with the ID card (copy) of the principal, the ID card of the agent, the power of attorney (Annex 2), the shareholder account card or other valid certificates or certificates that can indicate their identity;
(3) If the legal representative of a legal person shareholder attends the meeting, he / she shall register with his / her ID card, business license (copy), identity certificate of the legal representative and shareholder account card; If the agent entrusted by the legal representative attends the meeting, it shall hold the business license (copy), the identity certificate of the legal representative, the identity card of the principal (copy), the identity card of the agent, the power of attorney (Annex 2), the shareholder account card or other valid certificates or certificates that can indicate his identity;
(4) Non local shareholders can register by e-mail or fax, and the company does not accept the registration by telephone.
4. Contact information
Contact: Ma Limei, Han Zhenlin
Tel: 075529081675
Fax: 0755338181102
Email: A-H- [email protected].
Address: Office of the board of directors, 5th floor, building a11, Pengding Park, Songluo Road, Yanchuan community, Yanluo street, Bao'an District, Shenzhen
5. The attending shareholders and their entrusted agents shall bear their own accommodation and transportation expenses.
4、 Specific operation process of participating in online voting
At this shareholders' meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system (address: http://wltp.cn.info.com.cn. ）See Annex 1 for the specific operation process of online voting. 5、 Documents for future reference
1. Resolution of the 17th meeting of the second board of directors of the company.
6、 Attachment
Annex 1: specific operation process of participating in online voting
Annex 2: power of attorney
It is hereby announced
Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. board of directors March 17, 2022
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 362938
2. Voting abbreviation: Pengding voting
3. Fill in voting opinions
The proposals considered at this shareholders' meeting are non cumulative voting proposals, and the voting opinions shall be filled in: agree, disagree and abstain.
4. 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: trading time on April 18, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00.
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 will start voting from 9:15 a.m. to 15:00 p.m. on April 18, 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.
Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
Power of attorney for 2021 annual general meeting
I hereby delegate to you (Mr. / Mrs.), the ID number: on behalf of this unit (I), I will attend the annual general meeting of Limited by Share Ltd ( Avary Holding (Shenzhen) Co.Limited(002938) ) of Shenzhen in 2021. I will vote on the proposals discussed by the conference on behalf of the unit (myself) in accordance with the instructions of this power of attorney (if no specific instructions are given, the client).
