Securities code: Goldcard Smart Group Co.Ltd(300349) securities abbreviation: Goldcard Smart Group Co.Ltd(300349) Announcement No.: 2022 ‐ 017 Goldcard Smart Group Co.Ltd(300349)
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.
Goldcard Smart Group Co.Ltd(300349) (hereinafter referred to as “the company”) deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders at the third meeting of the Fifth Board of directors. The company decided to hold the 2021 annual general meeting of shareholders on Friday, May 13, 2022. The relevant matters of the meeting are hereby notified as follows:
1、 Basic information of the general meeting of shareholders
1. Session of the general meeting of shareholders: 2021 annual general meeting of shareholders
2. Convener of the general meeting of shareholders: the board of directors of the company
3. Legality and compliance of the meeting: the matters related to the meeting have been deliberated and adopted at the third meeting of the Fifth Board of directors of the company, and comply with the provisions of relevant laws, regulations and the articles of association. 4. Date and time of the meeting:
On site meeting time: 14:30 PM, Friday, May 13, 2022
Online voting time: online voting is conducted through the system of Shenzhen Stock Exchange. The specific time is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 13, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 13, 2022.
5. The way of holding the meeting: the combination of on-site voting and online voting
(1) On site voting: shareholders attend the on-site meeting in person or authorize others to attend the on-site meeting; (2) Online voting: the general meeting of shareholders will provide online voting platform to the shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system. The shareholders of the company can exercise their voting rights through the trading system of Shenzhen Stock Exchange or Internet voting system during the above online voting time. Online voting includes two voting methods: securities trading system and Internet system. Only one of them can be selected for the same share.
Only one of the on-site voting and online voting can be selected for the same voting right. In case of repeated voting for the same voting right, the first voting result shall prevail.
6. Equity registration date of the meeting: the equity registration date of the shareholders’ meeting is May 9, 2022. 7. Attendees:
(1) Ordinary shareholders or their agents who hold shares of the company on the equity registration date; At the closing of the afternoon of the equity registration day, all ordinary 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. Shareholders who are unable to attend the meeting for some reason may entrust an agent in writing to attend the meeting and vote. The agent of the shareholder 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.
8. Venue: Goldcard Smart Group Co.Ltd(300349) conference room (address: No. 158 Jinqiao street, Qiantang District, Hangzhou, Zhejiang)
2、 Matters considered at the meeting
(I) the proposals to be considered at this meeting are as follows:
remarks
Proposal code proposal name the column that is checked can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on the work report of the board of directors in 2021 √
2.00 proposal on the work report of the board of supervisors in 2021 √
3.00 proposal on 2021 profit distribution plan √
Proposal on financial statement of 202100 √
5.00 proposal on the full text and summary of the 2021 annual report √
6.00 proposal on 20222023 annual financing plan √
7.00 proposal on adding the planned quota of daily connected transactions in 2022 √
8.00 proposal on the prediction of guarantee amount for wholly-owned subsidiaries in 2022 √
9.00 proposal on using idle self owned funds for cash management √
10.00 proposal on the remuneration of directors, supervisors and senior managers in 2022 √
11.00 proposal on re employment of accounting firm √
12.00 proposal on Amending the articles of association √
13.00 proposal on revising and adding some corporate governance systems √
13.01 proposal on Amending the rules of procedure of the general meeting of shareholders √
13.02 proposal on Amending the detailed rules for the implementation of online voting at the general meeting of shareholders √
13.03 proposal on Revising the foreign investment management system √
13.04 proposal on formulating the detailed rules for the implementation of special committees under the board of directors √
13.05 proposal on the formulation of measures for the administration of external donations √
(II) review and disclosure: the above-mentioned proposals have been considered and adopted at the third meeting of the Fifth Board of directors and the board of supervisors held on April 14, 2022, and the independent directors have expressed independent opinions on the relevant proposals. For details, please refer to http://www.cn.info.com.cn.cn on the same day Relevant announcements and opinions of independent directors.
(II) special notes: proposal 7.00 belongs to related party transactions, and shareholders associated with the proposal need to avoid voting. Proposal 12.00 “proposal on Amending the articles of association” and 13.00 “proposal on Amending the rules of procedure of the general meeting of shareholders” are special resolutions, which must be passed by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
(III) according to the requirements of the rules for the general meeting of shareholders of listed companies (revised in 2022), the above proposal is a major matter involving the interests of small and medium-sized investors. The company will separately count and disclose the voting results of small and medium-sized investors (except directors, supervisors, senior managers of listed companies and shareholders who individually or jointly hold more than 5% of the shares of the company)
(IV) independent directors will make a report on their work at the general meeting of shareholders. For details, see the report on the work of independent directors published on cninfo.com on the same day.
3、 Meeting registration method
1. Registration method
(1) A natural person shareholder shall register with his / her ID card and shareholding certificate; If an agent is entrusted to attend the meeting, the agent shall show the agent’s ID card, the power of attorney of the general meeting of shareholders (Annex 2), the principal’s ID card and the principal’s 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 that can prove his / her qualification as legal representative and certificate of shareholding of legal person; If an agent is entrusted to attend the meeting, the agent shall present his ID card, the certificate of the legal representative of the legal person shareholder unit, the written power of attorney issued by the legal representative and the certificate of shareholding of the legal person.
(3) Non local shareholders can register by letter or e-mail. Shareholders should carefully fill in the registration form for participation in the general meeting of shareholders (Annex 3) for registration confirmation. The letter or email should be delivered to the Securities Affairs Department of the company before 17:00 on May 11, 2022 (please indicate “general meeting of shareholders”).
If non local shareholders register by e-mail, written letter or fax, please confirm with the company by telephone after sending e-mail, written letter or fax.
2. Registration time: 9:00-11:30 a.m. and 13:30-17:00 p.m. on May 11, 2022. 3. On site registration place: Securities Affairs Department of Goldcard Smart Group Co.Ltd(300349) Group Co., Ltd., No. 158 Jinqiao street, Qiantang District, Hangzhou City, Zhejiang Province.
4、 Specific operation process of participating in online voting
In this shareholders’ meeting, 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 1 for the specific operation process of online voting.
5、 Other matters
1. Contact information
(1) Contact: Huang Linxiang
(2) Tel: 0571566333336386
(3) Email: [email protected].
(4) Address: No. 158, Jinqiao street, Qiantang District, Hangzhou, Zhejiang
(5) Postal Code: 310018
2. The board, lodging and transportation expenses of shareholders attending the meeting shall be borne by themselves.
3. Shareholders and their authorized agents attending the on-site meeting shall arrive at the meeting place within half an hour before the meeting, and bring the original of shareholding certificate, ID card, power of attorney and so on, so as to sign in
Field. During the meeting, please do not record, take photos or video.
4. Special note: in order to cooperate with the current government’s epidemic prevention work and protect the health and safety of shareholders and participants, the company encourages and recommends all shareholders to choose to participate in the shareholders’ meeting through online voting. If it is really necessary for shareholders or shareholders’ agents to attend the meeting, please pay attention to and comply with the provisions and requirements of Hangzhou on health status declaration, isolation and observation during epidemic prevention and control. In addition to complying with the government’s epidemic prevention and control requirements and wearing masks throughout the process, the shareholders and shareholders’ agents who plan to attend the meeting on site are also requested to cooperate with the on-site staff in epidemic prevention and control, and take epidemic prevention measures such as temperature detection, showing health code, truthfully reporting personal health and recent travel. Shareholders and shareholders’ agents who fail to register in advance or meet the epidemic prevention requirements will not be able to enter the meeting site.
6、 Documents for future reference
Resolutions of the third meeting of the Fifth Board of directors; Annex 1: specific operation process of online voting Annex 2: power of attorney of the general meeting of shareholders Annex 3: registration form of the general meeting of shareholders is hereby announced.
Goldcard Smart Group Co.Ltd(300349) board of directors April 16, 2002
Annex 1:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code and voting abbreviation: the voting code is “350349”, and the voting abbreviation is “gold card voting”. 2. Fill in the voting opinions
For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
3. When shareholders vote on the general proposal, they are deemed to express the same opinions on all other proposals except the cumulative voting proposal. When the shareholders vote on the same proposal repeatedly, the first valid vote shall prevail. If the shareholder votes on the sub proposal first and then on the general proposal, the voting opinion of the sub 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 sub 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 May 13, 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 starts voting at 9:15-15:00 a.m. on May 13, 2022 (the day of the on-site shareholders’ meeting).
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 be logged into the Internet voting system HT
