Securities code: 003021 securities abbreviation: Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) Announcement No.: 2022-003
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
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.
On January 8, 2022, the 10th meeting of the second board of directors of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) (hereinafter referred to as “the company”) deliberated and adopted the company’s proposal on convening the first extraordinary general meeting of shareholders in 2022 and agreed to convene the general meeting of shareholders. The relevant matters are hereby notified as follows:
1、 Basic information of the meeting
(I) session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022
(II) convener: Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) board of directors
(III) legality and compliance of the meeting: after the proposal on convening the first extraordinary general meeting in 2022 was deliberated and adopted at the 10th meeting of the second board of directors, the company will hold the first extraordinary general meeting in 2022 at 15:30 p.m. on January 26, 2022. The meeting was held in accordance with the provisions of the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
(IV) meeting time:
1. On site meeting time: Wednesday, January 26, 2022, from 15:30 p.m.
2. Online voting time:
① Online voting time of trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”): 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on January 26, 2022;
② Shenzhen Stock Exchange Internet voting system（ http://wltp.cn.info.com.cn. ）Voting time: any time from 9:15 a.m. to 15:00 p.m. on January 26, 2022.
(V) convening method of the meeting:
The combination of on-site voting and online voting.
(VI) equity registration date:
January 20, 2022.
(VII) voting method at the meeting
(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 II).
(2) Online voting: shareholders shall log in to the trading system of Shenzhen Stock Exchange or the Internet voting system of Shenzhen Stock Exchange within the time of this announcement（ http://wltp.cn.info.com.cn. ）Vote.
Shareholders of the company can only choose one of the above voting methods. In case of repeated voting of the same voting right, the first valid voting result shall prevail.
(VIII) attendees
1. Ordinary shareholders or their agents holding shares of the company on the equity registration date;
As of the closing of the market on the afternoon of January 20, 2022, 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, and can entrust an agent to attend and vote in writing. The agent of the shareholder does not have to be a shareholder of the company.
2. Directors, supervisors and senior managers of the company;
3. A lawyer employed by the company.
(IX) meeting place
Conference room 1, office building 62, Yanhu Road, Yanchuan community, Yanluo street, Bao’an District, Shenzhen.
2、 Proposals on matters to be considered at the meeting
Proposal Name
Code: 1.00 proposal on the company’s 2021 restricted stock and stock option incentive plan (Revised Draft) and its summary
2.00 proposal on the management measures for the implementation and assessment of the company’s stock option and restricted stock incentive plan in 2021 (Revised Version)
explain:
1. The contents of the above proposals have been deliberated and approved at the 10th meeting of the second board of directors of the company. For details, please refer to the company’s publications in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements on.
2. Proposal on separate vote counting for small and medium-sized investors
According to the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies, the articles of association and other relevant laws, regulations and normative documents, proposals 1.00 and 2.00 involve the interests of small and medium-sized investors, so the company will count the votes of small and medium-sized investors separately, The results of separate vote counting will be disclosed to the public in a timely manner (small and medium-sized investors refer to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company).
3. Special resolution
According to the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies, the articles of association and other relevant laws, regulations and normative documents, proposals 1.00 and 2.00 belong to special resolution proposals, which shall be adopted by more than 2 / 3 (including this number) of the voting rights held by the shareholders attending the meeting.
4. Proposals involving related shareholders’ avoidance of voting: proposals 1.00 and 2.00
Names of related shareholders who should avoid voting: Xie Weiqun, Gongqingcheng juzhaode investment management partnership (limited partnership). 3、 Proposal code
The list of “proposal code” corresponding to the proposal of the general meeting of shareholders is as follows:
remarks
proposal
Code of the ticked column of the proposal name
You can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 on the company’s 2021 restricted stock and stock option incentive plan (draft revision √
Draft) and its summary
2.00 assessment on the implementation of the company’s 2021 stock option and restricted stock incentive plan √
Proposal on management measures (Revised Version)
4、 Meeting registration and other matters
1. Registration method: individual shareholders register with their securities account card and their own ID card; The entrusted agent shall register with his ID card, power of attorney, ID card of the principal and securities account card of the principal.
If the legal person shareholder is attended by the legal representative, it shall hold its own ID card, the securities account card of the legal person shareholder and valid certificates that can prove its qualification as the legal representative (including business license and identity certificate of the legal representative); If a legal person shareholder entrusts an agent to attend, the entrusted agent shall hold his own ID card, the securities account card of the entrusted legal person shareholder, valid certificates that can prove his qualification as legal representative (including business license and identity certificate of legal representative), and his legal representative or the board of directors A written power of attorney issued by other decision-making bodies and stamped with the seal of the legal person shareholder (if the principal is a partner of the partnership, it shall be stamped with the seal of the partnership and stamped or signed by the executive partner).
Shareholders can register by letter, fax or e-mail with the above certificates (they must be delivered, faxed or sent to the company before 16:30 p.m. on January 24, 2022, and the letter shall be subject to the postmark). Telephone registration is not accepted. The power of attorney for shareholders to entrust their agents to attend the meeting shall be placed in the Securities Department of the company at least 24 hours before the general meeting.
2. Registration time:
9:30-11:30 a.m. and 14:30-16:30 p.m. on January 24, 2022.
3. Place of registration: Securities Department of the company.
4. Requirements for submission of documents when the trustee exercising voting rights needs to register and vote:
(1) Copy of the client’s shareholder account card.
(2) The client can prove that it has the qualification of legal representative.
(3) Power of attorney of the principal.
(4) A copy of the trustee’s ID card.
5. Precautions:
(1) in line with the current arrangements for the prevention and control of the epidemic of pneumonia in New Coronavirus, the company suggested that all shareholders and shareholders’ representatives should participate in the general meeting by voting on the Internet.
(2) Shareholders and shareholders’ representatives who intend to attend the on-site meeting are requested to ensure that their personal health code is green, and the travel code shows that they have not been to the medium and high-risk areas of the epidemic in the past 14 days. Please wear masks, do personal protection and travel healthily.
(3) Shareholders and shareholders’ representatives who intend to participate in the on-site meeting shall arrive at the meeting place within one hour before the meeting, register their attendance, take effective protective measures, and cooperate with the requirements of the meeting place to accept body temperature detection and other related epidemic prevention work.
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 Internet voting system (website: http://wltp.cn.info.com.cn. ）See Annex I for the specific operation process of online voting.
6、 Other matters
1. Meeting contact information:
Tel: 0755-27323929
Fax: 0755-27323949 (please indicate “general meeting” on the fax letter)
mail box: [email protected].
Contact: Qiu Zelian
2. The duration of the meeting is half a day, and the participants shall bear their own accommodation and transportation expenses.
7、 Documents for future reference
1. Resolutions of the 10th meeting of the second board of directors;
2. Other documents required by SZSE.
It is hereby announced.
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Board of directors
January 10, 2022
Annex I:
Specific operation process of participating in online voting
1、 Online voting and procedures
1. Voting code and voting abbreviation of ordinary shares: the voting code is “363021”, and the voting abbreviation is “Zhaowei voting”.
2. Fill in voting opinions
The proposal of this shareholders’ meeting is a non cumulative voting proposal. For the non cumulative voting proposal, 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 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 at 9:15 a.m. on January 26, 2022 (the day of the general meeting of shareholders), and ends at 15:00 p.m. on January 26, 2022 (the day of the general meeting of shareholders).
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 II:
Power of attorney
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) ：
I hereby authorize Mr. / Ms. to attend the first extraordinary general meeting of shareholders in Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2022 on behalf of me (the company), and vote on the following proposals on behalf of me (the company) according to the following opinions: (if there is no clear instruction, the proxy can vote by himself.)
remarks
The name of the proposal is agreed with the column
The code check box can object to waiver
vote
100 total proposals: all proposals except cumulative voting proposals √
