Securities code: Guochuang Software Co.Ltd(300520) securities abbreviation: Guochuang Software Co.Ltd(300520) Announcement No.: 202230 Guochuang Software Co.Ltd(300520)
Notice on convening 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.
Guochuang Software Co.Ltd(300520) (hereinafter referred to as “the company”) held the 29th meeting of the third board of directors on March 23, 2022. The meeting decided to hold the second extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on April 8, 2022. This general meeting of shareholders will adopt a combination of on-site voting and online voting. The relevant matters are hereby notified as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the second extraordinary general meeting of shareholders of the company in 2022.
2. Convener of the general meeting of shareholders: the board of directors of the company.
The 29th meeting of the third board of directors of the company deliberated and approved the proposal on convening the second extraordinary general meeting of shareholders in 2022 and agreed to convene this general meeting of shareholders.
3. Legality and compliance of the meeting:
The convening procedure 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 p.m. on Friday, April 8, 2022.
Online voting time: Friday, April 8, 2022.
Among them, 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 Friday, April 8, 2022; The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on Friday, April 8, 2022.
5. Meeting mode:
The general meeting of shareholders is held by combining on-site voting and online voting.
6. The equity registration date of the meeting: March 31, 2022 (Thursday).
7. Attendees:
(1) After the closing of the market at 15:00 p.m. on Thursday, March 31, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the shareholders’ meeting, and can entrust an agent in writing to attend the meeting and vote. The shareholder agent does not have 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.
8. Venue: conference room on the third floor of the company, 355 Wenqu Road, high tech Zone, Hefei.
2、 Matters considered at the meeting
1. Proposals submitted to the shareholders’ meeting for voting:
remarks
The name of the proposal can be ticked in the voting code column
Cumulative vote proposal (equal vote)
1.00 proposal on the general election of the board of directors of the company and the nomination of candidates for the election of (6) non independent directors of the Fourth Board of directors
1.01 elect Mr. Dong Yongdong as a non independent director of the Fourth Board of directors √
1.02 elect Mr. Shi Xingling as a non independent director of the Fourth Board of directors √
1.03 elect Mr. Cheng xianle as a non independent director of the Fourth Board of directors √
1.04 elect Mr. Li Fei as a non independent director of the Fourth Board of directors √
1.05 elect Chu Shisheng as a non independent director of the Fourth Board of directors √
1.06 elect Mr. Ji Jinlong as a non independent director of the Fourth Board of directors √
2.00 proposal on the general election of the board of directors of the company and the nomination of candidates for the number of independent directors to be elected (3) of the Fourth Board of directors
2.01 elect Mr. Feng Hua as an independent director of the Fourth Board of directors √
2.02 elect Mr. Li yaokuang as an independent director of the Fourth Board of directors √
2.03 elect Mr. Xiao Chengwei as an independent director of the Fourth Board of directors √
3.00 proposal on the general election of the board of supervisors of the company and the nomination of (2) non employee representatives of the Fourth Board of supervisors
3.01 elect Mr. Chen Fangyou as the non employee representative supervisor of the Fourth Board of supervisors √
3.02 elect Mr. Wang Zihua as the non employee representative supervisor of the Fourth Board of supervisors √
2. The above proposals shall be voted by cumulative voting. The number of election votes owned by shareholders shall be the number of shares with voting rights multiplied by the number of candidates to be elected. Shareholders can distribute the number of election votes among candidates (no votes can be cast), but the total number shall not exceed the number of election votes owned by shareholders. The general meeting of shareholders shall elect 6 non independent directors, 3 independent directors and 2 non employee representative supervisors respectively. Among them, the qualifications and independence of the three independent director candidates need to be filed and reviewed by Shenzhen Stock Exchange, and the shareholders’ meeting can vote only if there is no objection. The above proposals are ordinary resolutions and must be approved by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders.
3. The above proposals need to be voted one by one. The company will count the votes of small and medium-sized investors separately and disclose the results publicly. Small and medium-sized investors refer to shareholders who individually or jointly hold more than 5% of the shares of listed companies and other shareholders other than directors, supervisors and senior managers of the company.
The above proposals have been deliberated and adopted at the 29th meeting of the third board of directors and the 26th meeting of the third board of supervisors. For details, please refer to http://www.cn.info.com.cn Relevant announcements or documents.
3、 Meeting registration method
1. Registration method:
(1) The natural person shareholders attending the meeting shall go through the registration procedures with their own ID card, shareholder account card and shareholding certificate; The entrusted agent shall go through the registration formalities with his own ID card, a copy of the principal’s ID card, a power of attorney (Annex II), the principal’s shareholder account card and shareholding certificate.
(2) If the legal representative of a legal person shareholder attends the meeting, he / she shall present his / her ID card, valid certificate proving his / her qualification as legal representative, shareholder account card and shareholding certificate to go through the registration procedures; If an agent is entrusted to attend the meeting, the agent shall present his ID card, the written power of attorney issued by the legal representative of the legal person shareholder unit according to law (Annex II), the valid certificate that can prove his qualification as legal representative, the shareholder account card and shareholding certificate to go through the registration formalities.
(3) Non local shareholders can register by letter or fax before the deadline of registration time, and the letter and fax shall be subject to the receipt of the company within the registration time.
2. Registration time: 9:00 a.m. – 17:00 p.m. on April 1, 2022.
3. Registration place: Securities Investment Department of the company, No. 355, Wenqu Road, high tech Zone, Hefei
4. Contact information:
Tel.: 6705606551
Fax No.: 055165396799
mail box: [email protected].
Contact: Yang Tao, Zhao Shujun
Mailing address: No. 355, Wenqu Road, high tech Zone, Hefei
Postal Code: 230088
5. The duration of the shareholders’ meeting is half a day, and the attending shareholders or shareholders’ principals shall bear their own expenses such as accommodation and transportation. 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（ http://wltp.cn.info.com.cn. ）See Annex I for the specific operation process of online voting. 5、 Documents for future reference
1. Resolutions of the 29th meeting of the third board of directors;
2. Resolution of the 26th meeting of the third board of supervisors.
It is hereby announced.
Guochuang Software Co.Ltd(300520) board of directors March 23, 2022
Annex I:
Specific operation process of participating in online voting
This 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 or the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Participate in online voting. The specific operation process of online voting is as follows:
1、 Procedures for online voting
1. Voting code: 350520.
2. Voting abbreviation: “guochuang voting”.
3. 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. Shareholders 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 votes to be elected, their election votes for the proposal group shall be deemed invalid. If you do not agree with a candidate, you can vote 0 for the candidate.
List of election votes for candidates under cumulative voting system
Fill in the number of election votes cast for candidates
Vote X1 for candidate a
Vote x2 for candidate B
… …
The total number of election votes held by the shareholder shall not exceed
An example of the number of election votes held by shareholders under each proposal group is as follows:
(1) Election of non independent directors (for example, proposal 1, equal election shall be adopted, and the number of candidates shall be 6)
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × six
Shareholders may distribute their voting votes among the six candidates for non independent directors at will, but the total number of votes shall not exceed their voting votes.
(2) Election of independent directors (in case of proposal 2, equal election shall be adopted, and the number of candidates shall be 3)
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × three
Shareholders can distribute the number of election votes among the three independent director candidates arbitrarily, but the total number of votes shall not exceed the number of election votes they have.
(3) Election of non employee representative supervisors (e.g. proposal 3, equal election, 2 persons to be elected) the number of election votes owned by shareholders = the total number of voting shares represented by shareholders × two
Shareholders can arbitrarily distribute the number of election votes they have among the two candidates for non employee representative supervisors, but the total number of votes shall not exceed the number of election votes they have.
4. There is no general proposal in this vote.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on April 8, 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 to 15:00 on April 8, 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 obtained service password or digital certificate http://wltp.cn.info.com.cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
Annex II:
Power of attorney
I hereby entrust Mr. / Ms. (hereinafter referred to as the “trustee”) to attend Guochuang Software Co.Ltd(300520) software shares on my / our behalf
