Securities code: Profit Cultural & Creative Group Co.Ltd(300640) securities abbreviation: Profit Cultural & Creative Group Co.Ltd(300640) Announcement No.: 2022024 Profit Cultural & Creative Group Co.Ltd(300640)
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.
Profit Cultural & Creative Group Co.Ltd(300640) (hereinafter referred to as “the company”) the 12th meeting of the 4th board of directors is scheduled to hold the 2021 annual general meeting of shareholders of the company by combining on-site voting and online voting on Friday, April 8, 2022. The relevant matters of this general meeting are hereby notified as follows:
1、 Basic information of the meeting
(I) session of the general meeting of shareholders: 2021 annual general meeting of shareholders
(II) convener of the meeting: the board of directors of the company; The 12th meeting of the 4th board of directors held on March 18, 2022 agreed to hold the shareholders’ meeting.
(III) legality and compliance of the meeting: the convening procedures of the general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
(IV) date and time of the meeting:
1. On site meeting time: 15:00 PM, Friday, April 8, 2022
2. Online voting time: the specific 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 April 8, 2022; The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 09:15 a.m. on April 8, 2022 to 15:00 p.m. on April 8, 2022.
(V) convening method of the meeting: the shareholders’ meeting is held by combining on-site voting and online voting.
(VI) equity registration date of the meeting: April 1, 2022
(VII) attendees:
1. As of the afternoon closing of April 1, 2022, China Securities Depository and Clearing Co., Ltd
All shareholders of the company who have issued voting shares registered in Shenzhen Branch of the company have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The shareholder agent does not need to be a shareholder of the company;
2. Directors, supervisors and senior managers of the company;
3. Witness lawyer employed by the company;
4. Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
(VIII) site meeting place: Ring 158, Wusi Road, Gulou District, Fuzhou City, Fujian Province
Company conference room on the 18th floor of ball Plaza
(IX) investors involved in the company’s stock margin trading, refinancing and other related businesses shall implement the relevant provisions of the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange issued by Shenzhen Stock Exchange.
2、 Matters considered at the meeting
(I) proposal code of this shareholders’ meeting
Proposal code proposal name remarks
The column checked in this column can vote
100 total proposals: all proposals are voted at one time √
1.00 √ on the company’s 2021 annual report and its summary
Proposal
2.00 discussion on the company’s 2021 annual financial statement √
Case
3.00 √ on the work report of the board of directors in 2021
Proposal
4.00 √ on the work report of the board of supervisors in 2021
Proposal
5.00 discussion on the company’s profit distribution plan in 2021 √
Case
6.00 “on employing the company’s 2022 financial audit institution √”
Proposal for
7.00 on the use of some idle raised funds by wholly owned subsidiaries √
Proposal on cash management of gold
8.00 about the company’s compliance with the √ to specific objects through summary procedures
Proposal on conditions for issuing shares
9.00 on the issuance of √ by the company to specific objects through summary procedures
Proposal on stock scheme
9.01 type and par value of shares issued √
9.02 issuing method and time √
9.03 issuing object and subscription method √
9.04 pricing base date, issue price and pricing principle √
9.05 issue quantity √
9.06 restricted period √
9.07 place of listing √
9.08 amount and purpose of raised funds √
9.09 arrangement of accumulated undistributed profits √
9.10 validity period of this issuance resolution √
10.00 √ on the company’s application to specific companies in 2022 by summary procedure
Proposal on the stock issuance plan of the target
About the company’s application to specific companies in 2022 by summary procedure
11.00 feasibility analysis on the use of funds raised by issuing shares √
Report proposal
About the company’s application to specific companies in 2022 by summary procedure
12.00 discussion on the demonstration and analysis report of the object’s stock issuance scheme √
Case
About the company’s application to the company in 2022 through summary procedure
13.00 risk provision for diluting the immediate return of shares issued by the target √
Proposal on filling measures and commitments of relevant subjects
14.00 special report on the use of the company’s previously raised funds √
Report proposal
Return to shareholders for the next three years √
(20222024)
Proposal for the general meeting of shareholders of the company to authorize the directors of the company
16.00 the meeting will have full power to handle this √
Proposal on specific issues of stock issuance
(II) disclosure
The above proposals have been deliberated and adopted at the 12th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors.
See the details posted on cninfo.com on March 19, 2022（ http://www.cn.info.com.cn. ）Relevant announcements of the company.
(III) the independent directors of the company will report on their work at the annual general meeting of shareholders. The annual report of independent directors will be an agenda of this meeting, but not a proposal. For the specific contents of the report of independent directors in 2021, please refer to cninfo.com on March 19, 2022（ http://www.cn.info.com.cn. ）Relevant announcements of the company.
(IV) according to the requirements of the articles of association, the rules for the general meeting of shareholders of listed companies and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the company will count the votes of small and medium-sized investors separately, and the results of the separate vote counting will be disclosed in a timely manner (small and medium-sized investors refer to other shareholders except those who individually or jointly hold more than 5% of the shares of the listed company).
1. Special resolution proposal: proposal 8 – proposal 15; It shall be adopted by more than two-thirds of the voting rights held by the shareholders (including their agents) attending the general meeting of shareholders;
2. Vote on proposals item by item: proposal 9;
3. The proposal of this general meeting of shareholders does not involve cumulative voting.
3、 Meeting registration and other matters
(I) registration method: on-site registration, registration by e-mail, letter or fax. Telephone registration is not accepted for this meeting.
(II) registration time: 9:00-12:00 a.m. on April 6, 2022; 14:00-17:00 PM.
(III) place of registration: the office of the board of directors of the company, 18 / F, global Plaza, No. 158, Wusi Road, Gulou District, Fuzhou City, Fujian Province
(IV) registration procedures
1. If the legal person shareholder is attended by the legal representative, he shall go through the registration formalities with the copy of business license (with official seal), stock account card, ID card of the legal representative and qualification certificate of the legal representative; If the authorized agent is present, he / she shall register with the copy of business license (with official seal affixed), stock account card, power of attorney of legal representative (see Annex III for details), qualification certificate of legal representative, copy of legal representative’s ID card and his / her ID card. 2. Individual shareholders shall register with their ID card or other valid certificates or certificates that can indicate their identity and stock account card; The authorized agent shall handle the registration with his valid ID card, power of attorney (see Annex III for details), copy of the client’s ID card and copy of stock account card.
3. For shareholders registered by e-mail, letter or fax, please carefully fill in the registration form of shareholders participating in the meeting (see Annex I for details), and deliver or fax the relevant registration materials to the company before 17:00 p.m. on April 6, 2022, and please confirm the e-mail, letter and fax with the company by telephone.
(1) For shareholders registered by e-mail, please send scanned copies of relevant registration materials to the following email address board@fz -profit. com.， Please indicate the subject of the email “2021 annual general meeting of shareholders”.
(2) For shareholders registered by letter, please send the relevant registration materials to the company’s conference room on the 18th floor of global Plaza, No. 158, Wusi Road, Gulou District, Fuzhou, Fujian Province, zip code: 350001. Please indicate the words “2021 annual general meeting of shareholders” in the letter.
(3) For registration by fax, please fax the relevant registration materials to the company, fax number: 059187828800.
Note: shareholders and shareholders’ agents attending the on-site meeting shall carry relevant certificates and materials and go through the registration formalities at the venue half an hour before the meeting.
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 II for the specific operation process of online voting.
5、 Other matters
(I) meeting contact information
Contact: Wu Yanling
Tel.: 059187762758
Fax No.: 059187828800
Email: board@fz -profit. com.
(II) the duration of the meeting is half a day, and the board, lodging and transportation expenses of the shareholders attending the meeting shall be borne by themselves;
(III) shareholders attending the meeting shall produce the documents listed in the registration procedures.
6、 Documents for future reference
Profit Cultural & Creative Group Co.Ltd(300640) the 12th meeting of the 4th board of directors
It is hereby announced.
Annex I: registration form of shareholders attending the meeting
Annex II: specific operation process of participating in online voting
Annex III: power of attorney
Profit Cultural & Creative Group Co.Ltd(300640) board of directors
March 18, 2022
Annex I:
Profit Cultural & Creative Group Co.Ltd(300640)
Register of shareholders attending the 2021 annual general meeting
Name of individual shareholder / legal person shareholder name: shareholder’s address: personal shareholder ID number / legal person shareholder legal person shareholder legal representative’s name, business license number
Number of shares held by shareholder account
The name of the person attending the meeting is entrusted or not
Agent name, agent ID number
contact number
