Securities code: Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) securities abbreviation: Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) Announcement No.: 2022012
Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816)
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.
In accordance with the relevant provisions of the company law and the articles of association, the board of directors of Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) (hereinafter referred to as “the company”) has decided to convene the 2021 annual general meeting of shareholders, and the relevant matters of this meeting are hereby notified as follows:
1、 Basic information of the meeting
1. Session: 2021 annual general meeting of shareholders
2. Convener: the 8th board of directors of the company
On March 25, 2022, the 25th meeting of the eighth board of directors of the company deliberated and approved the proposal on convening the 2021 annual general meeting of shareholders, and agreed to convene the annual general meeting of shareholders.
3. Legality and compliance of the meeting: the convening of the 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
(1) On site meeting time: 14:30, Tuesday, April 19, 2022
(2) Online voting time
The time for online voting through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) is the trading time on April 19, 2022: 9:15-9:25, 9:30-11:30 and 13:00-15:00;
The time of voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on April 19, 2022. 5. Meeting method: the shareholders’ meeting adopts the combination of on-site voting and online voting. 6. Meeting equity registration date: Wednesday, April 13, 2022
7. Attendees:
(1) At the closing of the market on the afternoon of April 13, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. 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 have to be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company.
(3) A lawyer employed by the company.
8. Venue of the on-site meeting: conference room 306, administrative center of the company, No. 58, South hope Avenue, Yancheng Economic and Technological Development Zone
2、 Matters considered at the meeting
Proposal remarks
The ticked column of the code proposal name column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 full text and summary of the company’s 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 company’s 2021 annual financial statement report √
5.00 profit distribution plan of the company in 2021 √
6.00 proposal on the remuneration of directors and senior managers of the company in 2021 √
7.00 proposal on the application of the company and its subsidiaries for comprehensive credit line to financial institutions in 2022 √
8.00 proposal on providing guarantee amount for subsidiaries in 2022 √
9.00 proposal on cash management with self owned funds in 2022 √
10.00 proposal on re employment of accounting firm √
11.00 proposal on adjusting the allowance of independent directors of the company √
12.00 proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options √
13.00 proposal on changing the registered capital of the company and amending the articles of association √
14.00 proposal on Amending the rules of procedure of the general meeting of shareholders √
15.00 proposal on Amending the working system of independent directors of the company √
16.00 proposal on Amending the management system of related party transactions of the company √
17.00 proposal on Amending the detailed rules for the implementation of the company’s cumulative voting system √
Cumulative voting proposal
18.00 proposal on the election of non independent directors of the ninth board of directors of the company (4)
18.01 elect Mr. Xiang Zhipeng as a non independent director of the ninth board of directors √
18.02 elect Mr. Jia Jun as a non independent director of the ninth board of directors √
18.03 elect Mr. Huang Lijin as a non independent director of the ninth board of directors √
18.04 elect Mr. Wang Naiqiang as a non independent director of the ninth board of directors √
19.00 proposal on the election of independent directors of the ninth board of directors of the company (3)
19.01 elect Mr. Dorje as an independent director of the ninth board of directors of the company √
19.02 elect Mr. Li Jiaqiang as an independent director of the ninth board of directors √
19.03 elect Mr. Guan Yimin as an independent director of the ninth board of directors √
20.00 proposal on the election of shareholder representative supervisors of the ninth board of supervisors of the company (2)
20.01 elect Mr. Luo Yong as the shareholder representative supervisor of the ninth board of supervisors √
20.02 elect Mr. Chen Jianhua as the shareholder representative supervisor of the ninth board of supervisors √
The above proposals have been deliberated and adopted at the 25th meeting of the 8th board of directors and the 21st Meeting of the 8th board of supervisors of the company. For details, please refer to China Securities Journal, Shanghai Securities News, securities times and http://www.cn.info.com.cn Relevant announcements.
The independent directors of the company will make a report on their work in 2021 at this general meeting of shareholders. This item does not need to be considered.
The proposals of 12.00 and 13.00 of the general meeting of shareholders are special resolutions, which need to be passed by more than two-thirds of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders. Proposal 5.00, 6.00, 8.00, 9.00, 10.00 and 12.00 are major matters affecting the interests of small and medium-sized investors (referring to shareholders who individually or jointly hold more than 5% of the company’s shares and other shareholders other than the company’s directors, supervisors and senior managers). The company will count the votes of small and medium-sized investment alone, and the results of the separate vote counting will be disclosed in a timely manner.
Interested shareholders of proposal 6.00 must avoid voting. Proposal 12.00 is the precondition for the effectiveness of proposal 13.00, that is, the voting result of proposal 13.00 will be valid only after the proposal 12.00 is passed.
Proposal 18.00, 19.0 and 20.00 implement the cumulative voting system, in which the qualification and independence of independent director candidates in proposal 19.00 need to be filed and reviewed by Shenzhen Stock Exchange, and the general meeting of shareholders can vote only after there is no objection. There are 7 candidates for directors of the ninth board of directors, including 4 candidates for non independent directors and 4 candidates to be elected; There are 3 candidates for independent directors and 3 should be elected. There are 2 candidates for shareholder representative supervisors of the ninth board of supervisors, and 2 should be elected. The number of election votes owned by shareholders is the number of voting shares held by them 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 own.
3、 Meeting registration and other matters
1. Registration method
(1) Corporate shareholder: if the legal representative is present, it shall register with a copy of business license, identity certificate of legal representative and valid identity certificate; If other natural persons attend on behalf of legal person shareholders, they shall register on the strength of a copy of their business license, a power of attorney signed by their legal representatives and the valid identity documents of the attendees. (2) Natural person shareholders: those who attend in person shall register with Shenzhen securities account card and their valid ID card; If an agent is entrusted to attend, it shall register with the Shenzhen securities account card, a copy of the valid ID card of the natural person shareholder, the power of attorney and the valid ID card of the agent.
(3) Shareholders can register at the company’s site or by letter or fax. The company does not accept telephone registration. For shareholders registered by letter or fax, please bring relevant certificates, power of attorney and other originals when attending the meeting.
2. Registration place: Securities Investment Department of the company, No. 58, South hope Avenue, Yancheng Economic and Technological Development Zone mailing address: Securities Investment Department of the company, No. 58, South hope Avenue, Yancheng Economic and Technological Development Zone
Postal Code: 224007 Fax: (0515) 888816
3. Registration time of on-site meeting: the on-site registration time is 9:00-11:30 and 13:30-17:00 on April 18, 2022. Registration by letter or fax must be delivered or faxed to the company before 11:30 on April 19, 2022.
4. Meeting contact information:
Contact: Zhang Lin
Tel: (0515) 88881908
Contact Fax: (0515) 88881816
5. Meeting expenses: the transportation and accommodation expenses of the participants shall be borne by themselves.
6. Other matters: shareholders or shareholders’ representatives attending the meeting must pay attention to and comply with the latest regulations and requirements of Yancheng City on epidemic prevention and control in advance, reasonably arrange the time, arrive at the meeting site in advance, and cooperate with the implementation of participation registration and relevant epidemic prevention requirements. Shareholders and shareholders’ representatives who do not meet the relevant provisions and requirements of epidemic prevention and control will not be able to enter the meeting site and can vote through online voting, and the company will provide necessary assistance. 4、 Specific operation process of participating in online voting
This general meeting of shareholders adopts the combination of on-site voting and online voting. Shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system（ http://wltp.cn.info.com.cn. ）Vote. The specific voting process of online voting is shown in Annex I.
5、 Documents for future reference
1. Resolutions of the 25th meeting of the 8th board of directors of the company; 2. The 21st Meeting of the 8th board of supervisors of the company.
Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) board of directors March 29, 2002 Annex I: 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. ）To participate in the voting, the relevant matters of online voting are described as follows: (I) online voting procedures
1. Voting code: 360816 voting abbreviation: Huiye 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. Shareholders shall vote within the limit of the number of voting votes of each proposal group they have. If the number of voting votes cast by shareholders exceeds the number of voting votes they have, they shall vote for the proposal
