Securities code: 002186 securities abbreviation: China Quanjude(Group) Co.Ltd(002186) Announcement No.: 2022-04 China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd
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 contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
The 19th (Interim) meeting of the 8th board of directors of China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd. (hereinafter referred to as "the company") deliberated and adopted the proposal on the company's convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") at 2:30 p.m. on January 27, 2022, Review relevant proposals submitted by the board of directors and the board of supervisors. The convening and convening of this general meeting of shareholders comply with the company law of the people's Republic of China, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. The relevant matters of this meeting are hereby notified 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: after deliberation and approval at the 19th (extraordinary) meeting of the 8th session of the board of directors, the company decided to convene the first extraordinary general meeting of shareholders in 2022, and the convening procedures comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Date and time of the meeting:
(1) On site meeting time: 2:30 p.m. on Thursday, January 27, 2022
(2) Online voting time:
① 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 27, 2022; ② The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on January 27, 2022 to 15:00 on January 27, 2022.
5. Convening method of the meeting: the shareholders' meeting adopts the combination of on-site voting and online voting. The company will provide the shareholders of the company with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. The shareholders of the company can exercise their voting rights through the above system during the online voting time.
6. Equity registration date: Thursday, January 20, 2022
7. Attendee
(1) As of 15:00 on January 20, 2022, after the completion of the transaction, the shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to participate in the general meeting of shareholders and exercise their voting rights in the manner announced in this notice; Shareholders who are unable to attend the on-site meeting in person may authorize a proxy in writing (the authorized person may not be a shareholder of the company), or participate in online voting during online voting time;
(2) Directors, supervisors and senior managers of the company;
(3) A lawyer employed by the company.
8. Venue: conference room 517, No. 217, Xiheyan, Qianmen, Xicheng District, Beijing
2、 Matters considered at the meeting
(I) name of proposal:
1. Proposal on the election of non independent directors by the eighth board of directors;
2. Proposal on the election of independent directors by the eighth board of directors;
3. Proposal on the election of shareholder representative supervisors by the eighth board of supervisors of the company;
4. Proposal on Amending the articles of association of China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd.
(II) disclosure of the proposal:
The proposals considered at this meeting have been considered and adopted at the 19th (Interim) meeting of the 8th board of directors and the 16th meeting of the 8th board of supervisors. See http://www.cn.info.com.cn for details Announcement on the resolutions of the 19th (Interim) meeting of the eighth session of the board of directors (2022-01) and the 16th meeting of the eighth session of the board of supervisors (2022-02).
(III) special emphasis
1. Special resolution proposal: the fourth proposal considered at the general meeting of shareholders needs to be passed by special resolution, that is, it must be passed by more than 2 / 3 of the voting rights held by shareholders (including shareholders' agents) attending the general meeting of shareholders. 2. Cumulative voting tips:
(1) The first, second and third proposals of the meeting shall be elected by cumulative voting system: 4 non independent directors, 3 independent directors and 3 shareholder representative supervisors shall be elected. The number of election votes held by shareholders is
If the number of voting shares is multiplied by the number of candidates to be elected, the shareholders may distribute the number of election votes they have to the number of candidates to be elected (they may cast zero votes), but the total number shall not exceed the number of election votes they have.
(2) The qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange, and the shareholders' meeting can vote only after there is no objection.
3. Tips for separate vote counting: according to the requirements of the articles of association, rules of procedure of the general meeting of shareholders and guidelines for the standardized operation of listed companies, all proposals of the general meeting of shareholders are major matters affecting the interests of small and medium-sized investors. The company will vote on small and medium-sized investors holding less than 5% (excluding) and count votes separately, And make public disclosure according to the vote counting results. Small and medium-sized investors refer to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company.
3、 Proposal code
Proposal Code: the ticked column of meeting proposal can be voted
Cumulative voting proposals 1, 2 and 3 adopt equal voting proposals
1.00 proposal on the general election of non independent directors at the 8th board of directors of the company 4 persons to be elected
1.01 elect Mr. Bai fan as a non independent director of the ninth board of directors √
1.02 elect Mr. Lu Changcai as a non independent director of the ninth board of directors √
1.03 elect Ms. Guo Fang as a non independent director of the ninth board of directors √
1.04 elect Mr. Zhou Yanlong as a non independent director of the ninth board of directors √
2.00 proposal on the general election of independent directors at the 8th board of directors of the company 3 persons shall be elected
2.01 elect Mr. Pu Jun as an independent director of the ninth board of directors √
2.02 elect Mr. Li Jianwei as the independent director of the ninth board of directors √
2.03 elect Mr. LV Shousheng as the independent director of the ninth board of directors √
3.00 proposal on the general election of shareholder representative supervisors by the eighth board of supervisors of the company 3 persons shall be elected
3.01 elect Ms. Gao Yuhong as the shareholder representative supervisor of the ninth board of supervisors √
3.02 elect Mr. Liu Wensheng as the shareholder representative supervisor of the ninth board of supervisors √
3.03 elect Ms. Ning Jing as the shareholder representative supervisor of the ninth board of supervisors √
Non cumulative voting proposal
4.00 about Amending the articles of association of China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd. √
Motion
4、 Registration method of on-site meeting of the general meeting of shareholders
1. Registration time: 9:30 a.m. - 17:00 p.m. on Tuesday, January 25, 2022
2. Place of registration: No. 217, Xiheyan, Qianmen, Xicheng District, Beijing, China Securities Department (room 407) 3 Registration method:
(1) If an individual shareholder attends the shareholders' meeting in person, he shall present his original ID card, stock account card and shareholding certificate for registration; If an agent is entrusted to attend the shareholders' meeting, the agent shall present the original ID card, power of attorney (see Annex), the original ID card of the principal, stock account card and shareholding certificate for registration.
(2) The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he / she shall present the original of his / her ID card, the copy of the business license stamped with the company's official seal, the shareholder's account card and the certificate of shareholding; If an agent is entrusted to attend the meeting, the agent shall present the original ID card, the written power of attorney issued by the legal representative of the legal person shareholder unit according to law, the copy of the business license stamped with the company's official seal, the shareholder account card and the certificate of shareholding.
(3) Non local shareholders (shareholders outside Beijing) can also go through the attendance registration formalities by letter or fax (the arrival date of letter postmark and fax shall not be later than January 25, 2022).
5、 Procedures and related matters for shareholders to participate in online voting
In this shareholders' meeting, shareholders can vote through the system of Shenzhen Stock Exchange and the Internet voting system (website: http://wltp.cn.info.com.cn. ）Vote. See Annex I for the specific operation process of online voting.
6、 Other matters
1. The duration of the shareholders' meeting is expected to be half a day. The shareholders attending the meeting shall bear their own accommodation, transportation and other relevant expenses.
2. Shareholders and their authorized agents attending the on-site meeting shall arrive at the meeting place within half an hour before the meeting, and bring the original identity certificate, stock account card, power of attorney and other originals to sign in.
3. Handling methods for abnormal conditions of online voting system:
During online voting, if the online voting system is affected by major emergencies, the process of the shareholders' meeting shall be carried out according to the notice of the same day.
4. Meeting contact information:
(1) Contact address: No. 217, Xiheyan, Qianmen, Xicheng District, Beijing
(2) Contact Department: Securities Affairs Department of the company zip code: 100051
(3) Tel.: 010-83156608 Fax: 010-83156818
(4) Contact: Yan Yan, Zhang Ruijie VII. Documents for future reference 1 Resolutions of the 19th (Interim) meeting of the 8th board of directors of the company; 2. Resolutions of the 16th meeting of the 8th session of the board of supervisors of the company. It is hereby announced. Annex 1: specific operation process of online voting Annex 2: power of attorney and receipt of participation in the first extraordinary general meeting of shareholders in 2022
Board of directors of China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd. January 11, 2002
Specific operation process of participating in online voting
The shareholders of the company can vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Participate in online voting. The relevant matters of online voting are described as follows: first, online voting procedures
1. Voting code: 362186; Voting abbreviation: Jude voting
2. Fill in the voting opinions or election votes
For the non cumulative voting proposal of the general meeting of shareholders, fill in the voting opinions: agree, disagree and abstain. For cumulative voting proposals, fill in the number of election votes cast for a candidate. The shareholders of the company shall vote within the limit of the number of electoral votes of each proposal group they have. If the number of electoral votes cast by shareholders exceeds the number of electoral votes they have, their electoral votes for the proposal group shall be deemed invalid. If you do not agree with a candidate, you can vote 0 for the candidate.
List of election votes for candidates under cumulative voting system
Fill in the number of election votes cast for candidates
Vote X1 for candidate a
Vote x2 for candidate B
… …
The total shall not exceed the number of election votes owned by the shareholder
For example, the number of voting votes held by shareholders under each proposal group is as follows: the number of voting votes held by shareholders for the election of non independent directors (for example, proposal 1, equal election, the number of candidates is 4) = the total number of voting shares represented by shareholders × 4. The shareholders can distribute the number of election votes among the four candidates for non independent directors arbitrarily, but the total number of votes shall not exceed the number of election votes they have.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on January 27, 2022;
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. Internet voting time: any time from 9:15 a.m. on January 27, 2022 to 15:00 on January 27, 2022.
2. For online voting through the Internet voting system, shareholders shall handle identity authentication in accordance with the provisions of the guidelines for identity authentication business of investors\' network services of Shenzhen Stock Exchange, and obtain the "Shenzhen stock exchange digital certificate" or "Shenzhen Stock Exchange Investor Service"
