Securities code: Jsti Group(300284) securities abbreviation: Jsti Group(300284) announcement No.: 2022020 Jsti Group(300284)
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.
Special tips:
1. In order to respect the interests of small and medium-sized investors and improve the participation of small and medium-sized investors in the resolutions of the general meeting of shareholders of the company, the votes of small and medium-sized investors will be counted separately in this general meeting of shareholders. Small and medium-sized investors refer to other shareholders except directors, supervisors, senior managers of listed companies and shareholders who individually or jointly hold more than 5% of the shares of the company.
2. According to the cooperation framework agreement signed by the company’s shareholders Fu Guanhua and Wang Junhua with Guangzhou Zhujiang Industrial Group Co., Ltd. and its concerted actors Guangzhou state owned Industrial Development M & A fund partnership (limited partnership) on August 21, 2020, the supplementary agreement to the cooperation framework agreement signed on January 3, 2021, and according to Fu Guanhua According to the relevant provisions of the letter of confirmation of Fu Guanhua and Wang Junhua on giving up some voting rights and not seeking control of listed companies (hereinafter referred to as the “letter of confirmation”) issued by Wang Junhua on March 26, 2021, Fu Guanhua and Wang Junhua respectively give up their 75 million shares and The voting right of 51 million shares starts from the date when the issue is considered and approved by the general meeting of shareholders of the company (January 22, 2021) and ends on the date when Zhujiang industrial group is no longer the largest shareholder of the company. As of the equity registration date of this shareholders’ meeting, the above shares are still in the waiver period. Such shareholders are not allowed to vote on behalf of other shareholders.
3. In the proposals of the general meeting of shareholders, the related shareholders of proposals 7 and 10 need to avoid voting. Affiliated shareholders who need to avoid voting may not accept the entrustment of other shareholders to vote.
Jsti Group(300284) (hereinafter referred to as “the company”) convened the fifth meeting of the Fifth Board of directors on April 17, 2022, deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders, and decided to convene 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 meeting
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 (after deliberation and approval at the fifth meeting of the Fifth Board of directors of the company, it is decided to convene this general meeting of shareholders)
3. Legality and compliance of the meeting: the convening of this shareholders’ meeting complies with relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange, articles of association and other relevant provisions. 4. Meeting time:
(1) On site meeting time: 14:30, May 13, 2022 (Friday).
(2) Online voting time: the online voting time through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 13, 2022; The 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. Meeting mode: the combination of on-site voting and online voting.
(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 company will provide an online voting platform to all shareholders through the trading system and Internet voting system of Shenzhen Stock Exchange. Shareholders of the company registered on the equity registration date can exercise their voting rights through the above system during online voting time.
The shareholders of the company can only choose one of on-site voting and online voting. If there is repeated voting for the same voting right, the first voting result shall prevail.
6. Equity registration date of the meeting: Friday, May 6, 2022
7. Attendees:
(1) Shareholders or their agents who hold the issued voting shares of the company on the equity registration date;
At the closing of the afternoon of the equity registration day, all shareholders of the company registered in CSDCC Shenzhen branch who have issued voting shares 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 need to be a shareholder of the company.
(3) Witness lawyers and other relevant personnel employed by the company.
8. Venue of the on-site meeting: conference room 1, 4th floor, No. 8, Fuchunjiang East Street, Jianye District, Nanjing.
2、 Matters considered at the 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 work report of the board of directors in 2021 √
2.00 work report of the board of supervisors in 2021 √
3.00 full text and summary of 2021 annual report √
4.00 financial final accounts report of 2021 √
5.00 profit distribution plan for 2021 √
6.00 proposal on provision for asset impairment in 2021 √
7.00 implementation of daily connected transactions in 2021 and daily connected transactions in 2022 √
Easy to predict proposal
8.00 proposal on the application for comprehensive credit and guarantee of the company and its subsidiaries in 2022 √
9.00 proposal on reappointment of 2022 audit institution √
10.00 proposal on the remuneration and assessment scheme of directors and supervisors in 2022 √
The above proposals have been deliberated at the 5th meeting of the 5th board of directors and the 4th meeting of the 5th board of supervisors
Passed. For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Phase of
Guan Gonggao.
Among the above proposals, proposal 8 is a special resolution of the general meeting of shareholders, which shall be approved by the shareholders attending the meeting
Adopted by more than two-thirds of the voting rights. Other proposals other than the above proposal 8 need to be approved by the general meeting of shareholders
Adopted by a general resolution.
Among the above proposals, proposals 5, 6, 7, 8, 9 and 10 are small and medium-sized investments influenced by the opinions of independent directors
Major issues concerning the interests of investors. In accordance with the rules of the general meeting of shareholders of listed companies and the Listing Rules of Shenzhen Stock Exchange
The self regulatory guidelines for companies No. 2 – the requirements of the GEM listed companies’ standardized operation and the articles of association,
The company will pay compensation to small and medium-sized investors (excluding shareholders and directors who individually or jointly hold more than 5% of the company’s shares
The voting results of shareholders other than supervisors and senior managers) shall be counted and disclosed separately.
Among the above proposals, the related shareholders of proposals 7 and 10 need to avoid voting. Related shareholders who need to avoid voting
Voting entrusted by other shareholders shall not be accepted.
According to the cooperation framework agreement signed by the company’s shareholders Fu Guanhua and Wang Junhua with Guangzhou Zhujiang Industrial Group Co., Ltd. and its concerted actors Guangzhou state owned Industrial Development M & A fund partnership (limited partnership) on August 21, 2020, the supplementary agreement to the cooperation framework agreement signed on January 3, 2021, and according to Fu Guanhua According to the relevant provisions of the letter of confirmation of Fu Guanhua and Wang Junhua on giving up some voting rights and not seeking control of listed companies (hereinafter referred to as the “letter of confirmation”) issued by Wang Junhua on March 26, 2021, Fu Guanhua and Wang Junhua respectively give up their 75 million shares and The voting right of 51 million shares starts from the date when the issue is considered and approved by the general meeting of shareholders of the company (January 22, 2021) and ends on the date when Zhujiang industrial group is no longer the largest shareholder of the company. As of the equity registration date of this shareholders’ meeting, the above shares are still in the waiver period. Such shareholders are not allowed to vote on behalf of other shareholders.
The independent directors of the company will report on their duties at the annual general meeting of shareholders.
3、 Meeting registration items
1. Registration method: on-site registration, registration by letter or fax.
(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 shareholder’s account card, 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 to attend the meeting, the agent 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, the certificate of 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 the principal’s ID card;
(3) Non local shareholders can register by letter, e-mail or fax before the deadline of registration. The letter, e-mail and fax shall be subject to the receipt of the company within the registration time. Shareholders should carefully fill in the power of attorney (Annex II) and the registration form of shareholders attending the meeting (Annex III) for registration confirmation.
2. Registration time: 9:00-12:00 a.m. and 13:00-17:00 p.m. on May 9, 2022
3. Registration place: the Secretary Department of the board of directors of the company (No. 8, Fuchunjiang East Street, Jianye District, Nanjing)
4. Precautions:
(1) The original or copy of the above supporting documents can be presented when registering, but the ID card and power of attorney (Annex II) of the attendees must be presented when signing in at the meeting;
(2) Shareholders and shareholders’ agents attending the on-site meeting shall carry the original of relevant certificates and go through the registration formalities at the venue half an hour before the meeting.
5. Contact information of the general meeting of shareholders:
Contact: Pan lingsong, Yao Xiaoping
Tel: 02586576542
Contact Fax: 02586576666
Contact address: Secretary Department of the board of directors of the company (No. 8, Fuchunjiang East Street, Jianye District, Nanjing)
Postal Code: 210019
6. The meeting is expected to last for half a day, and all the expenses of the participating shareholders shall be borne by themselves.
7. 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. In addition to complying with the government’s epidemic prevention and control requirements, shareholders and shareholders’ agents who intend to attend the meeting on site should also cooperate with on-site staff in epidemic prevention and control, and take epidemic prevention measures such as temperature detection, showing health code and travel code. Shareholders and shareholders’ agents who do not meet the epidemic prevention requirements will not be able to enter the meeting site.
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 I for the specific operation process of online voting.
5、 Documents for future reference
1. Resolutions of the 5th meeting of the 5th board of directors of the company.
2. Resolution of the 4th meeting of the 5th board of supervisors of the company.
Annex I: specific operation process of participating in online voting;
Annex II: power of attorney;
Annex III: registration form of shareholders’ participation in the meeting.
It is hereby announced.
Jsti Group(300284) board of directors April 17, 2022
Annex I:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 350284
2. Voting abbreviation: suko voting
3. Fill in the voting opinions.
The proposals of this shareholders’ meeting are non cumulative voting proposals, and the voting opinions are filled in: agree, disagree and abstain. 4. When shareholders vote on the general proposal, they are deemed to express the same opinions on all other proposals except the cumulative voting proposal.
Shareholders repeat the general proposal and specific proposal
