Securities code: 300455 securities abbreviation: Beijing Ctrowell Technology Corporation Limited(300455) Announcement No.: 2022-005 Beijing Ctrowell Technology Corporation Limited(300455)
Notice on convening 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.
In accordance with the relevant provisions of the company law and the articles of association, Beijing Ctrowell Technology Corporation Limited(300455) (hereinafter referred to as “the company”), the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted at the eighth meeting of the Fourth Board of directors of Beijing Ctrowell Technology Corporation Limited(300455) (hereinafter referred to as “the company”), and the relevant matters of this general meeting are hereby arranged as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022
2. Convener of the general meeting of shareholders: the board of directors of the company
3. Legality and compliance of the meeting: the convening of the general meeting of shareholders was deliberated and adopted at the 8th meeting of the 4th board of directors of the company, and the convening procedures comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Meeting time:
(1) On site meeting time: 14:00, Wednesday, January 26, 2022
(2) Online voting time: January 26, 2022
Among them, the time for online voting through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 26, 2022; Through the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The voting time is any time from 9:15 to 15:00 on January 26, 2022.
5. Convening method of the meeting: the shareholders’ meeting adopts 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 through a power of attorney (see Annex 2).
(2) Online voting: the general meeting of shareholders will provide online voting platform for the company’s shareholders through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange. The company’s shareholders can exercise their voting rights through the above system during online voting time.
Shareholders of the company shall choose one of on-site voting and online voting. In case of repeated voting with the same voting right, the first voting result shall prevail.
6. Registration date of the meeting: Wednesday, January 19, 2022
7. Attendees:
(1) At the closing of the market on the afternoon of January 19, 2022 (Wednesday), the equity registration date, all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (including preferred shareholders whose voting is restored) have the right to attend the general meeting of shareholders and may entrust agents to attend the meeting and vote in writing, The shareholder’s agent need not be a shareholder of the company;
(2) Directors, supervisors and senior managers of the company;
(3) Witness 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 of the meeting: conference room Beijing Ctrowell Technology Corporation Limited(300455) 5 / F, building 2, yard 7, Beijing Centergate Technologies (Holding) Co.Ltd(000931) environmental protection science and technology demonstration park, Haidian District, Beijing.
2、 Matters considered at the meeting
1. Proposal on Amending the articles of Association
The specific contents of the revised articles of association and the revised instructions are detailed in the relevant announcement published by the company on the gem information disclosure website designated by the CSRC on the same day. The proposal is a special resolution, which shall be adopted by more than two-thirds of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
2. Proposal on Amending the rules of procedure of the general meeting of shareholders
For the details of the revised rules of procedure of the general meeting of shareholders and the revised instructions, see the relevant announcement published by the company on the gem information disclosure website designated by the CSRC on the same day.
3. Proposal on Amending the rules of procedure of the board of directors
For the details of the revised rules of procedure of the board of directors and the revised instructions, see the relevant announcement published by the company on the gem information disclosure website designated by the CSRC on the same day.
4. Proposal on Amending the measures for the administration of external guarantees
See the relevant announcement published by the company on the gem information disclosure website designated by the CSRC on the same day for the specific contents of the revised Measures for the administration of external guarantees and the revised instructions.
5. Proposal on by election of directors
For details of the announcement on by election of directors, see the relevant announcement published by the company on the gem information disclosure website designated by the CSRC on the same day.
6. Proposal on by election of non employee representative supervisors
The specific contents of the announcement on by election of non employee representative supervisors are detailed in the relevant announcement published by the company on the gem information disclosure website designated by the CSRC on the same day.
3、 Proposal code
Table 1: example of proposal code of this shareholders’ meeting
Remarks (the column with the name of the proposal ticked can vote)
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal 1: proposal on Amending the articles of association √
2.00 proposal 2: proposal on Amending the rules of procedure of the general meeting of shareholders √
3.00 proposal 3: proposal on Amending the rules of procedure of the board of directors √
4.00 proposal 4: proposal on Revising the measures for the administration of external guarantees √
5.00 proposal 5: proposal on by election of directors √
6.00 proposal 6: proposal on by election of non employee representative supervisors √
4、 Meeting registration measures
1. Registration method
(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 agent’s ID card, a copy of the business license stamped with the official seal, the power of attorney issued by the legal representative, the identity 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, the agent shall go through the registration formalities with his own ID card, power of attorney, client’s shareholder account card and client’s ID card;
(3) Non local shareholders can register by letter or fax. Shareholders shall carefully fill in the registration form of shareholders’ participation (Annex 2) for registration confirmation. The fax or letter shall be delivered or faxed to the Securities Department of the company before 16:00 on January 20, 2022.
2. Registration time: 9:15-11:30 a.m. and 14:00-16:00 p.m. on Wednesday, January 20, 2022
3. Place of registration: 2 / F, building 1, No. 16 courtyard, Beijing Centergate Technologies (Holding) Co.Ltd(000931) South Third Street, Haidian District, Beijing (Securities Affairs Department of the company)
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 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 one hour before the meeting;
(3) Telephone registration is not accepted.
5. Contact information
Company address: 2 / F, building 1, yard 16, South Third Street, Beijing Centergate Technologies (Holding) Co.Ltd(000931) Haidian District, Beijing Beijing Ctrowell Technology Corporation Limited(300455)
Postal Code: 100190 (please indicate “general meeting” on the envelope).
Contact: Cao Changhui, Zhou peiran
Tel.: 010-68378620
Fax: 010-68378620
6. Other matters
The on-site meeting of the general meeting of shareholders lasts half a day, and the transportation, accommodation and other expenses of the participants shall be borne by themselves.
5、 Specific operation process of participating in online voting
At 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. ）Please refer to Annex 1 for details of voting and online voting.
6、 Documents for future reference
1. Resolutions of the 8th meeting of the 4th board of directors;
2. Resolutions of the 8th meeting of the 4th board of supervisors; 3. Other documents for future reference. It is hereby announced.
Beijing Ctrowell Technology Corporation Limited(300455) board of directors January 10, 2022
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 350455
2. Voting abbreviation: Kangtuo voting
3. Fill in the voting opinions or election votes
For non cumulative voting proposals, fill in the voting opinions: 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.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholders vote 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 opinions of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on January 26, 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 any time during 9:15-15:00 on January 26, 2022.
2. When shareholders vote online through the Internet voting system, they shall handle identity authentication in accordance with the provisions of the guidelines for identity authentication business of investors\’ network services 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. Shareholders can log in according to the service password or digital certificate obtained http://wltp.cn.info.com.cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
Annex 2: power of attorney of the general meeting of shareholders
Beijing Ctrowell Technology Corporation Limited(300455)
Power of attorney for the first extraordinary general meeting of shareholders in 2022
I hereby authorize Mr. / Ms. to attend the first extraordinary general meeting of shareholders in Beijing Ctrowell Technology Corporation Limited(300455) 2022 on behalf of our company, exercise the voting right on all proposals considered at the meeting according to the instructions of this power of attorney, and sign the relevant documents required to be signed at the meeting.
The authorized voting opinions are as follows:
This column
tick
The column of the proposal name is the same as the anti abandonment code item, and the right to vote is optional
ticket
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal 1: proposal on Amending the articles of Association
