Securities code: 002758 securities abbreviation: Zjamp Group Co.Ltd(002758) Announcement No.: 2022-03
Bond Code: 128040 bond abbreviation: Huatong convertible bond
Announcement of resolutions of the first 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.
Special tips:
1. There is no increase, rejection or change of proposals in this shareholders’ meeting;
2. This general meeting of shareholders is not involved in changing the resolution of the previous general meeting of shareholders;
3. Among the proposals considered at the shareholders’ meeting, the votes of small and medium-sized investors were counted separately for the proposals affecting the interests of small and medium-sized investors (proposals 1-5). Small and medium-sized investors refer to shareholders other than directors, supervisors, senior managers of listed companies and shareholders who individually or jointly hold more than 5% of the shares of listed companies.
1、 Convening and attendance of the meeting
(I) convening of the meeting
1. Meeting time:
(1) On site meeting time: 13:30 p.m. on Monday, January 10, 2022;
(2) Online voting time: January 10, 2022, including:
The time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 10, 2022;
Through the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The specific time for voting is any time from 9:15 a.m. to 15:00 p.m. on January 10, 2022.
2. Venue of the on-site meeting: conference room, 8th floor, building 3, Zhejiang agricultural science and Technology Innovation Park, No. 768, Jianghong Road, Binjiang District, Hangzhou.
3. Convener: the board of directors of the company.
4. Meeting mode: the combination of on-site voting and online voting.
5. Moderator: Mr. Bao Zhonghai, chairman.
6. Legality and compliance of the meeting: the convening of the shareholders’ meeting by the board of directors complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the provisions of the Zjamp Group Co.Ltd(002758) articles of association.
(II) attendance at the meeting
There were 26 shareholders and shareholder representatives (including agents) attending the general meeting of shareholders. The voting shares represented were 342819745 shares, accounting for 70.2510% of the total voting shares of the company. Of which:
1. Attendance at site meetings
10 shareholders and shareholder representatives attended the on-site meeting, representing 312661696 voting shares, accounting for 64.0709% of the total voting shares of the company;
2. Online voting
16 shareholders participated in the meeting through online voting, representing 30158049 voting shares, accounting for 6.1800% of the total voting shares of the company;
3. Small and medium-sized investors voting
There were 18 small and medium-sized investors and shareholder representatives voting at the shareholders’ meeting, representing 34003499 voting shares, accounting for 6.9680% of the total voting shares of the company.
Some directors, supervisors and Secretary of the board of directors of the company attended the meeting, other senior managers attended the meeting as nonvoting delegates, and lawyers Zhang Cheng and Wang sheweier of Beijing Jindu (Hangzhou) law firm attended and witnessed the meeting.
2、 Deliberation and voting of proposals
The general meeting of shareholders considered and adopted the following proposals by means of a combination of on-site open voting and online voting. The specific voting conditions are as follows:
1. The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary was reviewed and adopted
Lin Changbin, a related shareholder, avoided voting. The total number of valid voting shares attending the meeting is 340942075. The voting is as follows:
Voting results: 337125175 shares were approved, accounting for 98.8805% of the shares held by all shareholders attending the meeting; Default abstention (0 shares) due to non voting, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors: 30186599 shares were agreed, accounting for 88.7750% of the shares held by small and medium-sized shareholders attending the meeting; 3816900 shares were opposed, accounting for 11.2250% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
This proposal is a special resolution and has been adopted by more than two-thirds of the total number of effective voting shares held by shareholders who have attended the general meeting of shareholders.
2. The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 was deliberated and adopted
Lin Changbin, a related shareholder, avoided voting. The total number of valid voting shares attending the meeting is 340942075. The voting is as follows:
Voting results: 337125175 shares were approved, accounting for 98.8805% of the shares held by all shareholders attending the meeting; Against 3816900 shares, accounting for 1.1195% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors: 30186599 shares were agreed, accounting for 88.7750% of the shares held by small and medium-sized shareholders attending the meeting; 3816900 shares were opposed, accounting for 11.2250% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
This proposal is a special resolution and has been adopted by more than two-thirds of the total number of effective voting shares held by shareholders who have attended the general meeting of shareholders.
3. The proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021 was deliberated and adopted
Lin Changbin, a related shareholder, avoided voting. The total number of valid voting shares attending the meeting is 340942075. The voting is as follows:
Voting results: 337115175 shares were approved, accounting for 98.8776% of the shares held by all shareholders attending the meeting; Against 3826900 shares, accounting for 1.1224% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors: 30176599 shares were agreed, accounting for 88.7456% of the shares held by small and medium-sized shareholders attending the meeting; Against 3826900 shares, accounting for 11.2544% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
This proposal is a special resolution and has been adopted by more than two-thirds of the total number of effective voting shares held by shareholders who have attended the general meeting of shareholders.
4. The proposal on the extension of some raised investment projects of the company was deliberated and adopted
Voting results: 342721045 shares were approved, accounting for 99.9712% of the shares held by all shareholders attending the meeting; Against 16900 shares, accounting for 0.0049% of the shares held by all shareholders attending the meeting; 81800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0239% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors: 33904799 shares were agreed, accounting for 99.7097% of the shares held by small and medium-sized shareholders attending the meeting; Against 16900 shares, accounting for 0.0497% of the shares held by minority shareholders attending the meeting; 81800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.2406% of the shares held by minority shareholders attending the meeting.
5. The proposal on closing some raised investment projects of the company, permanently replenishing working capital with surplus raised funds and changing the purpose of some raised funds was reviewed and approved
Voting results: 342721045 shares were approved, accounting for 99.9712% of the shares held by all shareholders attending the meeting; Against 16900 shares, accounting for 0.0049% of the shares held by all shareholders attending the meeting; 81800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0239% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors: 33904799 shares were agreed, accounting for 99.7097% of the shares held by small and medium-sized shareholders attending the meeting; Against 16900 shares, accounting for 0.0497% of the shares held by minority shareholders attending the meeting; 81800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.2406% of the shares held by minority shareholders attending the meeting.
3、 Legal opinions issued by lawyers
Lawyer Zhang Cheng and Lawyer Wang sheweier of Beijing Jindu (Hangzhou) law firm attended and witnessed the shareholders’ meeting and issued legal opinions. According to the legal opinion, the convening and convening procedures of the general meeting of shareholders of the company comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and administrative regulations, the rules for the general meeting of shareholders of listed companies (Revised in 2022) and the Zjamp Group Co.Ltd(002758) articles of Association; The qualifications of the persons attending the shareholders’ meeting and the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
4、 Documents for future reference
1. Resolution of Zjamp Group Co.Ltd(002758) the first extraordinary general meeting of shareholders in 2022;
2. Legal opinion of Beijing Jindu (Hangzhou) law firm on Zjamp Group Co.Ltd(002758) the first general meeting of shareholders in 2022.
It is hereby announced.
Zjamp Group Co.Ltd(002758) board of directors January 11, 2022
