Securities code: Digiwin Software Co.Ltd(300378) securities abbreviation: Digiwin Software Co.Ltd(300378) announcement Code: 202204034 Digiwin Software Co.Ltd(300378)
Announcement on changing the venue of the on-site meeting of 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.
Important:
Digiwin Software Co.Ltd(300378) (hereinafter referred to as “the company”) the site of the 2021 annual general meeting of shareholders was changed to “conference room 8001, 18th floor, Jingfeng building, No. 1698, Shuanglong Avenue, Jiangning District, Nanjing”.
According to the decision of the 19th meeting of the Fourth Board of directors, the company plans to hold the 2021 annual general meeting of shareholders at 13:30 p.m. on April 22, 2022.
Due to the requirements of epidemic prevention and control in Shanghai, the original venue of the on-site meeting “Conference Room 201, 22 / F, building 1, Lane 1377, JIANGCHANG Road, Jing’an District, Shanghai” has been closed. In order to ensure the smooth convening of the shareholders’ meeting, the board of directors decided to change the venue of the on-site meeting of the company’s 2021 annual shareholders’ meeting to “conference room 8001, 18 / F, Jingfeng building, No. 1698, Shuanglong Avenue, Jiangning District, Nanjing”. The registration place of the meeting and the mailing address of the letter are changed simultaneously. This change complies with the provisions of relevant laws and regulations and the articles of association.
In view of the needs of epidemic prevention and control, the company recommends that shareholders give priority to participating in the meeting through online voting (trading system of Shenzhen Stock Exchange and Internet voting system).
Shareholders or shareholders’ agents attending the meeting must pay attention to and comply with the regulations and requirements of governments at all levels during the epidemic prevention and control period. The company will take epidemic prevention and control measures for on-site shareholders or shareholders’ agents, such as meeting registration, temperature detection, health code and travel code inspection, and invite the shareholders or shareholders’ agents to cooperate with the arrangement of on-site staff. Shareholders or shareholders’ agents who have fever and other symptoms or do not meet the requirements of epidemic prevention and control will not be able to enter the meeting site.
Except for the change of on-site meeting place, on-site registration place and mailing address of letters, the convening method, equity registration date, meeting registration time, meeting proposal and other matters of the company’s general meeting have not changed. present
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: 2021 annual general meeting of shareholders
2. Convener of the meeting: the board of directors of the company
3. Legality and compliance of the meeting: after deliberation and approval at the 19th meeting of the Fourth Board of directors of the company, it is decided to convene the 2021 annual general meeting of shareholders of the company. The convening of this general meeting of shareholders complies with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Date and time of the meeting:
(1) The on-site meeting will be held at 13:30 p.m. on Friday, April 22, 2022
(2) Online voting time: April 22, 2022, including:
① The specific time of online voting through the trading system of Shenzhen stock exchange is: trading time on April 22, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00;
② The specific time for online voting through the Internet voting system of Shenzhen stock exchange is: 9:15-15:00 on April 22, 2022.
5. Meeting mode: the combination of on-site voting and online voting
In view of the current covid-19 epidemic prevention work is still severe, in order to prevent the spread of the epidemic and protect the health of investors, the company proposes that shareholders give priority to participating in the shareholders’ meeting through online voting. Shareholders and shareholders’ agents attending the on-site shareholders’ meeting shall provide relevant certificates according to the latest epidemic prevention policies of Nanjing.
(1) On site voting: shareholders attend the on-site meeting in person or entrust others to attend the on-site meeting by authorization;
(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. Shareholders of the company can only choose one of on-site voting and online voting. If the same shareholder account votes repeatedly in the above two ways, the first voting result shall prevail. Online voting includes two voting methods: securities trading system and Internet system. Only one of them can be selected for the same share.
6. Equity registration date of the meeting: Friday, April 15, 2022
7. Attendees:
(1) As of the closing of the afternoon of April 15, 2022 (Friday), the equity registration date, 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 and vote. The shareholder agent does not have to be the company
Shareholders 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: 8001, 18th floor, Jingfeng building, No. 1698, Shuanglong Avenue, Jiangning District, Nanjing
Conference Room
2、 Matters considered at the meeting
1. Matters under consideration
Table 1: proposal code of the general meeting of shareholders
remarks
The ticked column of proposal code and proposal name can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 work report of the board of directors in 2021 √
2.00 work report of the board of supervisors in 2021 √
3.00 financial final accounts report of 2021 √
4.00 profit distribution plan for 2021 √
5.00 full text and summary of 2021 annual report √
6.00 proposal on the appointment of the company’s accounting firm in 2022 √
7.00 proposal on Directors’ remuneration in 2022 √
8.00 proposal on the remuneration of supervisors of the company in 2022 √
9.00 proposal on prediction of daily connected transactions in 2022 √
10.00 proposal on Amending Digiwin Software Co.Ltd(300378) articles of association √
2. The above proposals have been submitted to the 19th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors of the company
It was deliberated and approved at the meeting. For details, see the company’s disclosure on cninfo.com on March 31, 2022
（ http://www.cn.info.com.cn. ）Relevant announcements on.
3. The above-mentioned proposal 10 shall be approved by more than two-thirds of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
4. Independent directors Mr. Lin Fengyi, Mr. Wan Hualin and Ms. Zhu Ciyun have submitted the report on the work of independent directors in 2021 respectively and will report on their work at the 2021 annual general meeting of shareholders.
5. In accordance with the provisions of the company law, the articles of association and other laws and regulations, in response to the above proposal, the company will count the votes of small and medium-sized investors (except the directors, supervisors, senior managers and other shareholders who individually or jointly hold more than 5% of the shares of the company), and disclose the vote counting results. 6. Proposals 7 and 8 involve the remuneration of directors and supervisors, and proposal 9 involves connected transactions. Connected shareholders shall avoid voting and shall not accept the entrustment of other shareholders to vote.
3、 Meeting registration and other matters
1. Registration time: 9:30-11:30 a.m. and 14:00-17:00 p.m. on April 18, 2022. Registration place: conference room 8001, 18th floor, Jingfeng building, No. 1698, Shuanglong Avenue, Jiangning District, Nanjing
3. Registration method: on-site registration, registration by e-mail, letter or fax
4. Registration procedures:
(1) Registration of corporate shareholders. The legal representative of a legal person shareholder must hold a shareholder account card, a copy of the business license stamped with the company’s official seal, a certificate of legal representative and his own ID card to go through the registration procedures; If an agent is entrusted to attend, it shall also hold the power of attorney of the legal person and the ID card of the agent.
(2) Registration of individual shareholders. Individual shareholders shall go through the registration procedures with their own ID card and securities account card; If an agent is entrusted to attend, he must also hold the agent’s ID card and power of attorney.
(3) Non local shareholders can register by e-mail, letter or fax (the registration time shall be subject to the time of receiving e-mail, fax or letter), and do not accept telephone registration. Shareholders should carefully fill in the registration form of shareholders attending the meeting (Annex II) for registration confirmation. Email, letter or fax shall be delivered to the securities Office of the company before 17:00 on April 18, 2022.
Mailing address: room 8001, 18th floor, office building, Jingfeng building, No. 1698, Shuanglong Avenue, Jiangning District, Nanjing (please indicate “general meeting of shareholders” on the envelope)
5. Note: the original or copy of the above supporting documents can be presented when registering, but the original must be presented when attending the meeting. In addition, the on-site meeting of the general meeting of shareholders will be held for half a day, and the board, lodging and transportation expenses of the participating shareholders or entrusted agents shall be borne by themselves.
6. Meeting contact information:
Contact: Wang Meng
Postal Code: 200072
Tel.: 02151791699 (Office of Securities Department)
Designated Fax: 02151791660
Email: digiwin- [email protected].
4、 Specific operation process of participating in online voting
At this shareholders’ meeting, the company will provide shareholders with an online voting platform. 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 I for the specific operation process of online voting.
5、 Documents for future reference
1. Digiwin Software Co.Ltd(300378) the resolution of the 19th meeting of the 4th board of directors;
2. Digiwin Software Co.Ltd(300378) the resolution of the 17th meeting of the 4th board of supervisors.
enclosure:
1. Specific operation process of participating in online voting
2. Registration form of shareholders’ Participation
3. Power of attorney
It is hereby announced.
Digiwin Software Co.Ltd(300378) board of directors
April 17, 2002 Annex I:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code and voting abbreviation of ordinary shares: the voting code is “350378”, and the voting abbreviation is “Dingjie 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.
4. When the general shareholders vote on the specific proposal for the first time, it 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 22, 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 from 9:15-15:00 on April 22, 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. Shareholder basis
