Securities code: Ningbo Zhenyu Technology Co.Ltd(300953) securities abbreviation: Ningbo Zhenyu Technology Co.Ltd(300953) Announcement No.: 2022015 Ningbo Zhenyu Technology Co.Ltd(300953)
Notice on convening the third 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.
Ningbo Zhenyu Technology Co.Ltd(300953) (hereinafter referred to as “the company”) deliberated and adopted the proposal on convening the third extraordinary general meeting of shareholders in 2022 at the fourth meeting of the Fourth Board of directors, and decided to convene the third extraordinary general meeting of shareholders in 2022 in the company on April 12, 2022. The relevant matters of the general meeting of shareholders are hereby notified as follows:
1、 Basic information of the meeting
1. Session: the third extraordinary general meeting of shareholders in 2022.
2. Convener: the board of directors of the company.
3. Legality and compliance of the meeting: the proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted at the fourth meeting of the Fourth Board of directors of the company. The convening and convening procedures of the meeting comply with relevant laws, regulations, normative documents, relevant rules of Shenzhen Stock Exchange, articles of Association and other relevant provisions.
4. Date and time of the meeting
(1) Meeting time: 14:30, Tuesday, April 12, 2022
(2) Online voting time: Tuesday, April 12, 2022
The time for online voting through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) is 9:15-9:25, 9:30-11:30, 13:00-15:00 on April 12, 2022.
Through the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The specific time for voting is 9:15-15:00 on April 12, 2022.
5. Meeting method: the shareholders’ meeting is held by combining on-site voting and online voting.
(1) On site voting: shareholders attend the on-site meeting in person or entrust others to attend the on-site meeting through power of attorney;
(2) Online voting: the general meeting of shareholders passed the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide the shareholders of the company with a voting platform in the form of network. The shareholders of the company registered on the equity registration date can exercise their voting rights through the above system during the online voting time.
Shareholders of the company can only choose one of the above voting methods. In case of repeated voting of the same voting right, the first valid voting result shall prevail. Online voting includes two voting methods: Shenzhen securities trading system and Internet system, and the same share can only choose one of them.
6. Equity registration date: Thursday, April 7, 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 can entrust an agent to attend the meeting and vote in writing (see Annex 2 for the power of attorney). The shareholder agent does not have to be a shareholder of the company.
(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: conference room of Xiangshan company, Xidian Town, Ninghai County, Ningbo City, Zhejiang Province.
9. 10 days before the shareholders’ meeting, if the shareholders who individually or jointly hold more than 3% of the issued voting shares of the company put forward an interim proposal, the company will issue a supplementary notice of the shareholders’ meeting within two days after receiving the proposal, disclosing the names of the shareholders who put forward the interim proposal, the shareholding ratio and the specific contents of the new proposal. 2、 Matters considered at the meeting
Table 1: proposal code of this shareholders’ meeting
Proposal code proposal name remarks
The column checked in this column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 Ningbo Zhenyu Technology Co.Ltd(300953) 2022 restricted stock √
Incentive plan (Draft) proposal for its summary
2.00 Ningbo Zhenyu Technology Co.Ltd(300953) 2022 restricted stock √
Proposal on measures for the implementation and assessment of incentive plans
3.00 proposal for the general meeting of shareholders to authorize the board of directors to handle restricted shares in 2022 √
Proposal on matters related to incentive plan
The above proposals are special resolutions and need to be approved by more than two-thirds of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders. Related shareholders abstained from voting on the above proposal. The above proposal has been deliberated and approved at the fourth meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors of the company. Independent directors have expressed independent opinions on proposal 1 and proposal 2. For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www/cninfo.com.cn. ）Relevant announcements.
Proposals 1 and 2 require separate statistics and disclosure of the voting results of small and medium-sized investors
Refers to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company.
According to the relevant provisions of the measures for the administration of equity incentives of listed companies, in order to protect the interests of investors, enable the company’s shareholders to fully exercise their rights and express their wishes, all the independent directors of the company unanimously agreed that the independent director Bei Hongjun solicited voting rights from all the shareholders of the company on the above proposal. For the specific contents of the time, method and procedure of soliciting voting rights, see the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Report of independent directors on public solicitation of entrusted voting rights under the restricted stock incentive plan in 2022.
3、 Meeting registration and other matters
1. Registration method
(1) If a natural person shareholder attends the meeting in person, he / she shall present the original of his / her ID card and the original of valid shareholding certificate; If another person is entrusted to attend the meeting, the agent shall present the original ID card of the agent, the copy of the ID card of the principal, the original power of attorney of the shareholder and the original valid shareholding certificate;
(2) The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he / she shall present the original of his / her ID card, the valid certificate that can prove the qualification of the legal representative, the copy of the business license of the legal person stamped with the official seal, and the original of the effective shareholding certificate of the legal person shareholder; If an agent is entrusted to attend the meeting, the agent shall present the original of his ID card, the original of the written power of attorney issued by the legal representative of the legal person shareholder unit according to law, the copy of the legal person business license stamped with the official seal, and the original of the effective shareholding certificate of the legal person shareholder;
(3) Non local shareholders can register by mail and letter, which must be delivered to the company before 17:00 on April 8, 2022.
(4) The company does not accept telephone registration.
2. Registration time: 9:00-11:30 a.m. and 14:00-17:00 p.m. on Friday, April 8, 2022.
3. Registration place: the office of the board of directors of Xiangshan company, Xidian Town, Ninghai County, Ningbo City, Zhejiang Province.
4. Meeting contact information:
(1) Contact: Guo yinfen
(2) Tel.: 057465386699
(3) Fax: 057483516552
(4) Email: [email protected].
(5) Postal Code: 315613
5. The on-site meeting lasts for half a day, and the attending shareholders or entrusted personnel shall bear their own accommodation, transportation and other relevant expenses.
5、 Specific operation process of participating in online voting
The general meeting of shareholders provides shareholders with a voting platform in the form of network. Shareholders can vote through the trading system of Shenzhen Stock Exchange and the Internet voting system（ http://wltp.cn.info.com.cn. ）See Annex 1 for the specific operation process of online voting.
6、 Documents for future reference
1. Announcement on the resolution of the fourth meeting of the Fourth Board of directors
2. Announcement on the resolution of the second meeting of the Fourth Board of supervisors
7、 Attachment
1. The specific operation process of participating in online voting;
2. Power of attorney.
It is hereby announced.
Ningbo Zhenyu Technology Co.Ltd(300953) board of directors March 23, 2022
Annex 1: specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 350953, voting abbreviation: Zhenyu 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 election votes of each proposal group they have. 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 cast by the proposal group shall be deemed invalid. If you do not agree with a candidate, you can vote 0 for the candidate.
The proposals of this general meeting of shareholders are non cumulative voting proposals.
3. 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 12, 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 voting time of Internet voting system is 9:15-15:00 on April 12, 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.
Annex 2: power of attorney
I hereby entrust (Mr. / Ms.) to participate in Ningbo Ningbo Zhenyu Technology Co.Ltd(300953) Co., Ltd. on behalf of my unit / myself
The company will hold the third extraordinary general meeting in 2022 and exercise the voting right on the meeting proposal in accordance with the following instructions
(if there is no clear instruction, the agent has the right to vote according to his own will) and sign this Agreement on his behalf
For the relevant documents to be signed at the meeting, the consequences of exercising the voting right shall be borne by the unit / myself.
Remarks on proposal preparation: Code of approval, objection and waiver name of proposal
Columns checked in this column
Can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
About Ningbo Zhenyu Technology Co.Ltd(300953) 2022 √
1.00 institutional stock incentive plan (Draft) proposal on its summary
About Ningbo Zhenyu Technology Co.Ltd(300953) 2022 √
2.00 proposal on the management measures for the implementation and assessment of institutional stock incentive plan
3.00 “on the application of the board of directors to handle 2022 years ×
Proposal on matters related to institutional stock incentive plan
