Securities code: Zwsoft Co.Ltd(Guangzhou)(688083) securities abbreviation: Zwsoft Co.Ltd(Guangzhou)(688083) Announcement No.: 2022027 Zwsoft Co.Ltd(Guangzhou)(688083)
Announcement on canceling some proposals and adding temporary proposals at the 2021 annual general meeting of shareholders
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear legal responsibility for the authenticity, accuracy and integrity of the contents according to law. 1、 Relevant information of the general meeting of shareholders 1 Type and session of the general meeting of shareholders:
2021 annual general meeting
2. Date of shareholders’ meeting: May 6, 2022
3. Shareholders’ meeting registration date:
Stock category Stock Code Stock abbreviation equity registration date
A shares Zwsoft Co.Ltd(Guangzhou)(688083) Zwsoft Co.Ltd(Guangzhou)(688083) 2022 / 4 / 27
2、 Add information note of interim proposal 1 Sponsor: Du Yulin 2 Description of proposal procedure
The company announced the notice of convening the general meeting of shareholders on April 16, 2022. Du Yulin, a shareholder who individually or jointly holds 36.48% of the shares, put forward an interim proposal on April 23, 2022 and submitted it in writing to the convener of the general meeting of shareholders. The convener of the general meeting of shareholders is hereby announced in accordance with the relevant provisions of the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation. 3. Specific contents of the interim proposal
On April 23, 2022, the convener (board of directors) of the general meeting of shareholders received the letter on the request of the controlling shareholder and actual controller to add interim proposals to the Zwsoft Co.Ltd(Guangzhou)(688083) 2021 annual general meeting of shareholders submitted in writing by Mr. Du Yulin, the shareholder of the company. After being deliberated and approved at the 17th meeting of the 5th board of directors and the 14th meeting of the 5th board of supervisors, the proposal on the company’s 2021 annual profit distribution and conversion of capital reserve into share capital was submitted to the 2021 annual general meeting of shareholders planned to be held on May 6, 2022 for deliberation. This proposal is not a special resolution proposal, but a non cumulative voting proposal, which requires separate vote counting for small and medium-sized investors. The independent directors expressed their independent opinions on the above proposal and the board of supervisors issued their verification opinions.
For details of the above temporary proposal, please refer to the company’s website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 25, 2022 And the announcement on 2021 annual profit distribution and capital reserve conversion to share capital scheme disclosed by the statutory disclosure media (Announcement No.: 2022026). 3、 Description of cancellation proposal 1. Name of cancellation proposal
No. proposal name
1. Proposal on the company’s profit distribution plan in 2021
2. Reasons for cancellation
As the proposal on the company’s 2021 annual profit distribution plan deliberated and adopted at the 15th meeting of the 5th board of directors held on April 11, 2022 was replaced by the announcement on the 2021 annual profit distribution and capital reserve conversion to share capital plan deliberated and adopted at the 17th meeting of the 5th board of directors held on April 24, 2022, the board of directors of the company acted as the convener of the general meeting of shareholders, After deliberation and approval at the 17th meeting of the 5th board of directors, it is agreed to cancel the above proposal.
4、 In addition to the above temporary proposal, the notice of the original shareholders’ meeting announced on April 16, 2022 remains unchanged. 5、 Relevant information of the general meeting of shareholders after the addition of interim proposals. (I) date, time and place of on-site meeting
Date and time: 14:00 on May 6, 2022
Venue: Zwsoft Co.Ltd(Guangzhou)(688083) conference room (32 / F, Zhujiang City, No. 15 Zhujiang West Road, Tianhe District, Guangzhou) (II) online voting system, start and end date and voting time.
Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Online voting start time: May 6, 2022
End time of online voting: May 6, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. (III) equity registration date
The equity registration date of the original notice of the general meeting of shareholders remains unchanged. (IV) types of proposals and voting shareholders of the general meeting of shareholders
Voting shareholder type serial number proposal name A-share shareholder
Non cumulative voting motion
1 proposal on the work report of the board of directors in 2021 √
2 proposal on the work report of the board of supervisors in 2021 √
3 proposal on the work report of independent directors of the company in 2021 √
4 proposal on the annual report and summary of the company in 2021 √
5 proposal on the company’s annual financial budget report for 2022 √
6 proposal on the company’s annual financial statement report in 2021 √
7. On annual profit distribution in 2021 and conversion of capital reserve to share capital √
Announcement of the case
8 √ on the remuneration standard of directors and senior managers of the company in 2022
Proposal
9 proposal on the remuneration standard of the company’s supervisors in 2022 √
Cumulative voting motion
10.00 proposal on by election of non independent directors of the 5th board of directors of the company (2) directors to be elected
10.01 on by election of Mr. Lin Qingzhong as a non independent director of the 5th board of directors √
Proposal on
10.02 on by election of Mr. Wang Changmin as a non independent director of the 5th board of directors √
Proposal on
1. Explain the time and media of disclosure of each proposal
The above proposal was deliberated and adopted at the 15th meeting of the 5th board of directors, the 12th meeting of the 5th board of supervisors, the 16th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors on April 15, 2022, and the 17th meeting of the 5th board of directors and the 14th meeting of the 5th board of supervisors on April 24, 2022, For details, please refer to the website of Shanghai Stock Exchange on April 12, 2022, April 15, 2022 and April 25, 2022 (www.sse. Com. CN.) And relevant announcements disclosed on the designated information disclosure media.
The company will upload the meeting materials to the website of Shanghai stock exchange for disclosure before the shareholders’ meeting. 2. Special resolution proposal: none 3. Proposal on separate counting of votes for small and medium-sized investors: 7, 8, 9, 104. Proposal on avoidance of voting by related shareholders: None
Name of related shareholders who should avoid voting: none 5. Proposals involving preferred shareholders’ participation in voting: None
It is hereby announced.
Zwsoft Co.Ltd(Guangzhou)(688083) board of directors or other conveners April 25, 2022 Annex 1: power of attorney
Power of attorney
Zwsoft Co.Ltd(Guangzhou)(688083) ：
I hereby entrust Mr. (Ms.) to attend the 2021 annual general meeting of shareholders of your company held on May 6, 2022 on behalf of my unit (or myself) and exercise voting rights on behalf of me. Number of ordinary shares held by the trustor: number of preferred shares held by the trustor: account number of the trustor’s shareholder:
No. name of non cumulative voting proposal agree against abstain
1 proposal on the work report of the board of directors in 2021
2 proposal on the work report of the board of supervisors in 2021
3. Proposal on the work report of independent directors of the company in 2021
4 proposal on the annual report and summary of the company in 2021
5 proposal on the company’s 2022 annual financial budget report
6. Proposal on the company’s annual financial statement report in 2021
7. Annual profit distribution and conversion of capital reserve into shares in 2021
Announcement of the scheme
8. Remuneration standard for directors and senior managers of the company in 2022
Approved proposal
9. Proposal on the remuneration standard of the company’s supervisors in 2022
Serial number cumulative voting proposal name number of votes
10.00 proposal on by election of non independent directors of the 5th board of directors 10.01 proposal on by election of Mr. Lin Qingzhong as non independent director of the 5th board of directors of the company
Proposal of the board of directors
10.02 “on the by election of Mr. Wang Changmin to the 5th board of directors of the company”
Proposal of legislative director
Signature (seal) of the trustor: signature of the trustee:
The ID number of the client: the ID number of the trustee:
Date of entrustment: mm / DD / yy
remarks:
The trustor shall select one of the “agree”, “disagree” or “abstain” intentions in the power of attorney and tick “√”. If the trustor does not give specific instructions in the power of attorney, the trustee has the right to vote at its own will.
