Securities code: Kaiyuan Education Technology Group Co.Ltd(300338) securities abbreviation: Kaiyuan Education Technology Group Co.Ltd(300338) Announcement No.: 2022021 Kaiyuan Education Technology Group Co.Ltd(300338)
Notice on convening the 2021 annual general meeting of shareholders
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 23rd Meeting of the 4th board of directors of Kaiyuan Education Technology Group Co.Ltd(300338) (hereinafter referred to as “the company”) decided to hold the 2021 annual general meeting of shareholders at 15:30 p.m. on May 27, 2022 in the meeting room on the 5th floor of building C, Kaiyuan Education Technology Group Co.Ltd(300338) Guangzhou operation headquarters, No. 4, Taixing Road, Yongping street, Baiyun District, Guangzhou. The relevant matters of the meeting are hereby notified as follows: I. Basic information of the meeting
1. Convener: Board of directors
2. Legality and compliance of the meeting: after deliberation and approval at the 23rd Meeting of the Fourth Board of directors held on April 28, 2022, it is agreed to hold the 2021 annual general meeting of shareholders of the company (the resolution announcement of the board of directors was disclosed on cninfo.com on April 29, 2022). The convening of this shareholders’ meeting complies with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
3. Meeting time: 15:30 PM, May 27, 2022.
4. Online voting time:
The time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on May 27, 2022;
The time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on May 27, 2022 to 15:00 p.m. on May 27, 2022.
5. Equity registration date: May 20, 2022.
6. Meeting method: on site voting (including attending in person and authorizing others to attend by filling in the power of attorney) combined with online voting
7. Venue of the meeting: conference room, 5 / F, building C, Kaiyuan Education Technology Group Co.Ltd(300338) Guangzhou operation headquarters, No. 4, Taixing Road, Yongping street, Baiyun District, Guangzhou.
8. Participants
① As of 15:00 p.m. on May 20, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the shareholders’ meeting, or entrust an agent in writing to attend and vote. The shareholder agent does not have to be a shareholder of the company;
② Directors, supervisors and senior managers of the company;
③ Lawyers employed by the company. 2、 Matters considered at the meeting
(1) Deliberating the proposal on the work report of the company’s annual board of directors in 2021
(2) Deliberating the proposal on the annual work report of the board of supervisors in 2021
(3) Deliberating the proposal on the full text and summary of the company’s annual report in 2021
(4) Deliberating the proposal on the company’s annual profit distribution plan in 2021
(5) Deliberating the proposal on the company’s 2021 annual financial statement report
(6) Deliberating the proposal on the company’s reappointment of the audit institution in 2022
(7) Deliberating the proposal on the self evaluation report on internal control in 2021
(8) Review the proposal on the remuneration of directors and senior managers of the company in 2022
(9) Review the proposal on the remuneration of supervisors of the company in 2022
(10) Review the proposal on the company’s 2021 financial audit report
(11) Deliberating the proposal on the provision for impairment of goodwill
(12) Review the proposal on the company’s daily connected transaction quota in 2022
(13) Deliberating the proposal on the application of the company and its subsidiaries for comprehensive credit from banks in 2022
(14) Deliberating the proposal on the company’s outstanding losses reaching one third of the total paid in capital
(15) Deliberating the proposal on Amending the articles of association and related systems
15.01 proposal on Amending the articles of Association
15.02 proposal on Amending the rules of procedure of the general meeting of shareholders
15.03 proposal on Amending the measures for the administration of shareholding and shareholding change of directors, supervisors and senior managers
15.04 proposal on Amending the working system of independent directors
explain:
1. Proposal 1, proposal 3-proposal 8, proposal 10-proposal 15 (15.01-15.04) have been approved by the company for the fourth time
It was deliberated and adopted at the 23rd Meeting of the th session of the board of directors. The contents related to the proposal are detailed in April 2022
The announcement on the resolution of the 23rd Meeting of the 4th board of directors and the company’s 2021
Annual report on the work of the board of directors in, annual report of the company in 2021, and on renewing the appointment of auditors in 2022
Announcement of the company, announcement on the company and its subsidiaries applying for comprehensive credit from the bank in 2022, announcement on the company’s daily connected transaction line in 2022, announcement on the provision for impairment of goodwill, announcement on the company’s outstanding losses reaching one third of the total paid in capital, articles of association, rules of procedure of the general meeting of shareholders Management measures for shareholding and shareholding change of directors, supervisors and senior managers, and working system of independent directors.
2. The relevant contents of the proposal (2) are detailed in the information disclosed by the company on cninfo.com on April 29, 2022
Announcement on resolutions of the 21st Meeting of the Fourth Board of supervisors.
3. The four sub proposals in proposal 15 need to be voted one by one, and proposal 15.01 needs to be passed by special resolution.
4. The independent directors of the company will report on their duties at the annual general meeting of shareholders. 3、 Motion code
Table 1: example of proposal code of this shareholders’ meeting
Proposal remarks
The ticked column of the code proposal name column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on the work report of the company’s annual board of directors in 2021 √
2.00 proposal on the work report of the board of supervisors in 2021 √
3.00 proposal on the full text and summary of the company’s annual report in 2021 √
4.00 proposal on the company’s annual profit distribution plan in 2021 √
5.00 proposal on the company’s 2021 annual financial statement √
6.00 proposal on the company’s reappointment of the audit institution in 2022 √
7.00 proposal on self evaluation report on internal control in 2021 √
8.00 proposal on the remuneration of directors and senior managers of the company in 2022 √
9.00 proposal on the remuneration of supervisors of the company in 2022 √
10.00 proposal on the company’s 2021 financial audit report √
11.00 proposal on withdrawing goodwill impairment provision √
Proposal on the amount of connected transactions of 202200 √
13.00 proposal on the company and its subsidiaries applying for comprehensive credit from banks in 2022 √
14.00 proposal on the company’s outstanding losses reaching one third of the total paid in capital √
15.00 proposal on Amending the articles of association and related systems √
15.01 proposal on Amending the articles of association √
15.02 proposal on Amending the rules of procedure of the general meeting of shareholders √
15.03 on Amending the measures for the management of shareholding and shareholding change of directors, supervisors and senior managers √
Proposal for
15.04 proposal on Amending the working system of independent directors √
4、 Registration items of the meeting 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, it shall go through the registration formalities with the agent’s ID card, power of attorney, the principal’s shareholder account card and the principal’s ID card; (3) Non local shareholders can register by fax or letter before the deadline of the registration date (it must be delivered or faxed to the company before 17:00 on May 26, 2022; the letter should be sent to: 6 / F, building C, Kaiyuan Education Technology Group Co.Ltd(300338) Guangzhou operation headquarters, No. 4, Taixing Road, Yongping Street, Baiyun District, Guangzhou. Zip code: 510000, Tel.: 073184874926, and the envelope should be marked with “general meeting of shareholders”), and telephone registration is not accepted.
2. Registration time: May 27, 2022 (9:00-11:30 am, 14:00-15:00 PM)
3. Registration place: 6 / F, building C, Guangzhou operation headquarters, No. 4, Taixing Road, Yongping street, Baiyun District, Guangzhou Kaiyuan Education Technology Group Co.Ltd(300338) city. 4. Note: 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 half an hour before the meeting; The board and lodging expenses and transportation expenses of those attending the meeting 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 Internet voting system (website) http://wltp.cn.info.com.cn. ）See Annex I for the specific process of online voting. 6、 Contact information
Contact: Liu Jiaxin Tel.: 073184874926 zip code: 510000 Fax: 073184874926
Address: 6 / F, building C, Kaiyuan Education Technology Group Co.Ltd(300338) Guangzhou operation headquarters, No. 4, Taixing Road, Yongping street, Baiyun District, Guangzhou.
7、 Documents for future reference 1. Resolutions of the 23rd Meeting of the 4th board of directors; 2. Resolution of the 21st Meeting of the 4th board of supervisors.
It is hereby notified.
Kaiyuan Education Technology Group Co.Ltd(300338) board of directors April 29, 2022 Annex I:
Specific operation process of participating in online voting
At this shareholders’ meeting, the company will provide shareholders with an online voting platform. Shareholders can vote through the trading system of Shenzhen Stock Exchange or the Internet system（ http://wltp.cn.info.com.cn. ）Participate in online voting. The online voting procedures are as follows: 1. Online voting procedures
(1) Voting code and voting abbreviation of ordinary shares: the voting code is “350338”, and the voting abbreviation is “Kaiyuan voting”.
(2) Proposal setting and opinion voting.
① Proposal setting
Proposal remarks
Coding proposal
