Securities code: Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) securities abbreviation: Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) Announcement No.: 202219 Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047)
Notice on convening the 2021 annual general meeting of shareholders
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) (hereinafter referred to as “the company”) plans to hold the 2021 annual general meeting of shareholders of the company on April 14, 2022. This general meeting of shareholders will be held by combining on-site voting and online voting. The convening of this general meeting of shareholders complies with the relevant provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association. The relevant matters 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: Board of directors
3. Legality and compliance of the meeting: the convening of this general meeting of shareholders was reviewed and approved at the 14th meeting of the Fifth Board of directors of the company. The convening of this meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Date and time of the meeting:
On site meeting time: 14:30 PM, April 14, 2022
Online voting time: April 14, 2021
(1) The time for 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 14, 2022.
(2) The specific time of voting through the Internet system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on April 14, 2022.
5. Venue of the on-site meeting: 10 / F, Guoshi building, 1801 Shahe West Road, Nanshan District, Shenzhen
6. Meeting mode: the meeting is held in the combination of on-site and network.
7. Equity registration date: Thursday, April 7, 2022
8. Attendees:
(1) As of the closing of the market on Thursday, April 7, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. All the above shareholders of the company have the right to attend the general meeting of shareholders and can entrust a proxy in writing to attend and vote. The proxy of shareholders need not be the shareholders of the company;
(2) Directors, supervisors and senior managers of the company;
(3) Witness lawyer employed by the company.
9. Voting method: on-site voting and online voting
(1) On site voting: including attending in person and authorizing others to attend by filling in the power of attorney.
(2) Online voting: the company will provide online voting platform to shareholders through the trading system and Internet voting system of Shenzhen Stock Exchange. Shareholders of the company shall conduct online voting through the trading system or Internet voting system of Shenzhen Stock Exchange within the relevant time limit specified in this notice.
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.
10. According to the measures for the administration of margin trading of securities companies and other provisions, the shares of the company involved in the margin trading business of margin trading investors shall be entrusted by the securities company and registered in the register of shareholders of the company in the name of the securities company. The company suggests that the investors of margin trading and securities lending ask the entrusted securities company for the specific way to express their voting opinions on the proposal of the general meeting of shareholders as soon as possible.
2、 Matters considered at the meeting
1. Proposal code of this shareholders’ meeting
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 full text and summary of 2021 annual report √
2.00 work report of the board of directors in 2021 √
3.00 work report of the board of supervisors in 2021 √
4.00 audited financial report for 2021 √
5.00 final financial statement report of 2021 √
6.00 profit distribution plan for 2021 √
7.00 proposal on the remuneration of directors, supervisors and senior managers in 2022 √
8.00 proposal on reappointment of 2022 audit institution √
9.00 proposal on applying for the use of the group’s comprehensive credit line √
10.00 proposal on providing guarantee amount for subsidiaries in 2022 √
About providing guarantee for wholly-owned subsidiaries and holding subsidiaries are wholly-owned subsidiaries √
11.00 proposal to provide counter guarantee
The cumulative voting proposal adopts equal election, and the number of election votes cast for candidates shall be filled in
Proposal on the general election of the board of directors and the nomination of 6 non independent directors and 12.00 candidates for the sixth board of directors
12.01 non independent director candidate Chen you √
12.02 non independent director candidate Chen Lukang √
12.03 non independent director candidate Miao Fengyuan √
12.04 non independent director candidate Chen Bing √
12.05 non independent director candidate Xie Xiaobin √
12.06 non independent director candidate Wang Dongsheng √
Proposal on the general election of the board of directors and the nomination of 13.00 candidates for independent directors of the sixth board of directors
13.01 independent director candidate Lu Kezhong √
13.02 independent director candidate Xie Bofeng √
13.03 independent director candidate Dai Changjiu √
Proposal on the general election of the board of supervisors and the nomination of two 14.00 non employee representatives to be elected to the sixth board of supervisors
14.01 Shareholder Representative Supervisor Yang Wenqing √
14.02 Shareholder Representative Supervisor Xiao Zheng √
2. For the details of the above proposal and the independent opinions of the independent directors on various matters, please refer to the company’s website cninfo (www.cn. Info. Com. CN.) designated by the China Securities Regulatory Commission on GEM information disclosure on March 23, 2022 Relevant contents published on.
3. Items 6, 7, 8, 10, 11, 12 and 13 of this meeting are major matters affecting the interests of small and medium-sized investors that independent directors should express independent opinions. The company will count and disclose the votes of small and medium-sized investors separately.
The 10th and 11th proposals of this meeting are special voting proposals, which shall be adopted by more than two-thirds of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
Proposals 12-14 are cumulative voting proposals. The number of election votes owned by shareholders is the number of shares with voting rights multiplied by the number of candidates to be elected. Shareholders can arbitrarily distribute the number of election votes among candidates within the limit of the number of candidates to be elected (they can cast zero votes), but the total number shall not exceed the number of election votes they have. Among them, the qualification and independence of independent director candidates need to be filed and reviewed by Shenzhen Stock Exchange, and the general meeting of shareholders can vote only if there is no objection.
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).
4. The above proposal has been deliberated and adopted at the 14th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors. For details, please refer to cninfo (www.cn. Info. Com. CN.) on March 23, 2022 Relevant announcements issued.
In addition, the independent directors of the company will report on their work at the annual general meeting of shareholders.
3、 Measures for meeting registration and other matters
1. Registration method
(1) The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he shall go through the registration formalities with the account card of the legal person shareholder, the copy of the business license stamped with the official seal, the certificate of the legal representative and the ID card; If the legal representative entrusts an agent, it shall go through the registration formalities with the ID card of the agent, the copy of the business license stamped with the official seal, the power of attorney issued by the legal representative and the stock account card of the legal person shareholder;
(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, it shall go through the registration formalities with the agent’s ID card, power of attorney, the principal’s shareholder account card and ID card;
(3) Non local shareholders can register by letter or fax. Shareholders should carefully fill in the registration form of shareholders’ participation (Annex 1) for registration confirmation. Fax or letter should be delivered to the office of the board of directors of the company before 17:00 on April 13, 2022. (indicate “general meeting of shareholders”).
2. Registration time:
From April 8, 2022 to April 13, 2022, 9:00 a.m. – 17:30 p.m. on working days;
3. Place of registration:
10th floor, Guoshi building, 1801 Shahe West Road, Nanshan District, Shenzhen
4. Precautions:
Go through the registration formalities at the venue.
4、 Specific operation process of participating in online voting
At this general meeting of shareholders, shareholders can vote through the trading system of Shenzhen Stock Exchange and the Internet voting system (address: http://wltp.cn.info.com.cn. ）See Annex 3 for the specific operation process of online voting.
5、 Contact information
Address: 10th floor, Guoshi building, 1801 Shahe West Road, Nanshan District, Shenzhen
Postal Code: 518057
Tel: 075526745678
Fax: 075526745600
Email: v- [email protected].
Contact: Xie Wei
6、 Other matters
The duration of the shareholders’ meeting is half a day, and the participants shall bear their own accommodation, transportation and other expenses.
7、 Documents for future reference
Resolutions of the 14th meeting of the 5th board of directors;
Resolution of the 13th meeting of the 5th board of supervisors
Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) board of directors
March 23, 2022
Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047)
Registration form of shareholders’ Participation
Name of legal person shareholder / name of individual shareholder (full name) legal person shareholder unified social credit code / personal shareholder ID number
Number of shares held by shareholder account
Whether to attend the meeting in person
