Securities code: Zhuhai Bojay Electronics Co.Ltd(002975) securities abbreviation: Zhuhai Bojay Electronics Co.Ltd(002975) Announcement No.: 2022032 bond Code: 127051 bond abbreviation: Bojie convertible bond
Zhuhai Bojay Electronics Co.Ltd(002975) about the 2021 annual general meeting of shareholders
Announcement on adding temporary proposal and supplementary notice of shareholders' meeting
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.
Upon deliberation and approval of the seventh meeting of the second board of directors of Zhuhai Bojay Electronics Co.Ltd(002975) (hereinafter referred to as "the company"), the company held the 2021 annual general meeting of shareholders at 14:45 p.m. on Friday, May 20, 2022 in the training room on the second floor of the company's No. 1 plant. For details, the company published on April 26, 2022 in Securities Daily, securities times, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. CN.) Notice on convening the 2021 annual general meeting of shareholders (2022027) disclosed.
On April 29, 2022, the company held the 8th meeting of the second board of directors, deliberated and approved the proposal on the first lifting of the restricted stock incentive plan in 2021, the failure of the lifting of the restricted stock conditions and the repurchase and cancellation of some restricted shares, and the proposal on changing the registered capital of the company and amending the articles of association. The above two proposals need to be submitted to the general meeting of shareholders for deliberation.
In accordance with relevant laws, regulations and relevant provisions, shareholders who individually or jointly hold more than 3% of the company's shares may put forward interim proposals and submit them to the convener in writing 10 days before the shareholders' meeting. On the same day, Mr. Wang Zhaochun, the controlling shareholder, requested the board of directors of the company to submit the above two proposals as interim proposals to the 2021 annual general meeting of shareholders of the company for deliberation. The board of Directors believes that Mr. Wang Zhaochun meets the qualification of the subject of the temporary proposal, the proposal belongs to the scope of authority of the general meeting of shareholders, has clear topics and specific resolutions, and complies with relevant regulations. The board of directors agrees to submit the above temporary proposal to the 2021 general meeting of shareholders of the company for deliberation.
In addition to the above-mentioned additional temporary proposals, other matters in the notice on convening the 2021 annual general meeting of shareholders disclosed by the company on April 26, 2022 have not changed. The supplementary notice to the notice on convening the 2021 annual general meeting of shareholders is as follows:
(II) convener of the meeting: the second board of directors of the company.
On April 22, 2022, the seventh meeting of the second board of directors of the company deliberated and approved the proposal on convening the 2021 annual general meeting of shareholders, and decided to convene the 2021 annual general meeting of shareholders on May 20, 2022.
(III) the convening of this shareholders' meeting complies with the provisions of laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
(IV) convening method of the meeting: the combination of on-site voting and online voting is adopted. The company will use the Shenzhen stock exchange trading system and Internet voting system（ http://wltp.cn.info.com.cn. ）Provide shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system.
Shareholders shall choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first valid voting result shall prevail.
(V) meeting time:
1. On site meeting time: 14:45 pm on Friday, May 20, 2022;
2. Online voting time:
(1) The time of online voting through the system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on May 20, 2022;
(2) Through the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The time for online voting is any time from 9:15 to 15:00 on May 20, 2022.
(VI) equity registration date of the meeting: Thursday, May 12, 2022.
(VII) attendees:
1. As of the equity registration date, all shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the end of the transaction on the afternoon of May 12, 2022. Shareholders who cannot attend the on-site meeting of the general meeting of shareholders in person can entrust agents in writing to attend the meeting and vote (the authorized person does not need to be a shareholder of the company) (see the appendix of this notice for the power of attorney), or participate in online voting during online voting time. 2. Directors, supervisors and senior managers of the company;
3. Lawyers employed by the company;
4. Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
(VIII) site meeting place: training room on the second floor of Zhuhai Bojay Electronics Co.Ltd(002975) 1 plant, No. 10 Futian Road, Xiangzhou District, Zhuhai.
2、 Matters considered at the meeting
Proposal code proposal name remarks
The column checked in this 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 board of directors in 2021; √
2.00 proposal on the work report of the board of supervisors in 2021; √
3.00 report on financial final accounts of 2021 and financial budget of 2022 √
(b) the proposal submitted by the Secretary General;
4.00 proposal on 2021 annual report and summary of annual report; √
5.00 proposal on 2021 profit distribution plan; √
6.00 proposal on remuneration scheme of non independent directors; √
7.00 proposal on remuneration scheme of supervisors; √
8.00 proposal on re employment of accounting firm; √
9.00 proposal on purchasing directors, supervisors and senior managers liability insurance; √
On the first lifting of the restricted stock incentive plan in 2021
10.00 unfulfilled conditions for lifting restrictions on sales in phase I and repurchase and cancellation of some restricted shares √
The proposal of the;
11.00 proposal on changing the registered capital of the company and amending the articles of association.
√
(II) the above proposals have been approved by the seventh meeting of the second board of directors and the seventh meeting of the second board of supervisors respectively
It was deliberated at the 8th meeting of the second board of directors and the 8th meeting of the second board of supervisors. The specific contents are detailed in detail
See China Securities on the designated information disclosure media on April 26, 2022 and may 5, 2022
Newspaper, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.)
Relevant announcements on.
(III) special emphasis
1. The general meeting of shareholders will count the votes of small and medium-sized investors separately and disclose them publicly in a timely manner
Vote counting results (small and medium-sized investors refer to directors, supervisors, senior managers and individual or
Shareholders other than those who hold more than 5% of the shares of the listed company in total).
2. Proposals involving related shareholders' avoidance of resolutions: when considering proposals 6 and 7, related shareholders abstain from voting.
3. According to the company law, the articles of association and other relevant provisions, proposals 10 and 11 are special resolutions
The proposal shall be adopted by more than two-thirds of the voting rights held by the shareholders attending the meeting.
4. In addition to reviewing the above proposals, the independent directors of the company will also conduct 2021 at the annual general meeting of shareholders
Annual work report.
3、 Meeting registration and other matters
(I) registration method: on-site registration and e-mail registration; Telephone registration is not accepted.
1. On site registration time: 9:00-11:30 and 14:00-17:00 on May 17, 2022;
2. E-mail registration time: send e-mail to the company's e-mail before 17:00 on May 17, 2022（ [email protected]. ）。
(III) site registration place: No. 10 Futian Road, Xiangzhou District, Zhuhai Zhuhai Bojay Electronics Co.Ltd(002975) .
(IV) on site registration method:
1. Registration of legal person shareholders: legal person shareholders who meet the conditions to attend the meeting and are attended by the legal representative shall register with a copy of the business license (with official seal affixed), the certificate of shareholding of the unit, the identity certificate of the legal representative and their own valid identity certificate; If the legal representative entrusts an agent to attend the meeting, the agent shall register with a written power of attorney (see Annex II for details), a copy of the business license (stamped with the official seal), the agent's valid ID card, the unit shareholding certificate, the legal representative's ID certificate and the copy of the legal representative's valid ID card.
2. Registration of natural person shareholders: natural person shareholders who meet the conditions for attendance shall register with their own valid identity documents and shareholding certificates; If a natural person entrusts an agent to attend the meeting, the agent shall hold the valid ID card of the agent, the written power of attorney (see Annex II for details), the shareholding certificate and the copy of the valid ID card of the principal for registration.
3. The shareholders who intend to attend the meeting shall confirm the registration within the specified registration time by direct delivery and e-mail with the above relevant certificates and the completed registration form (see Annex III). A copy of the above registration materials shall be provided, the copy of personal materials shall be signed by individuals, and the copy of registration materials of corporate shareholders shall be stamped with official seal.
4. Note: shareholders or shareholders' agents attending the meeting must bring relevant certificates to the site for registration before the meeting.
(V) meeting contact information
Contact: Luo Jian
Tel: 07566255818
Fax: 07566255819
mail box: [email protected].
(VI) the transportation and accommodation expenses of the participants shall be borne by themselves.
4、 Specific operation process of participating in online voting
In this general meeting of shareholders, the company provides shareholders with an online voting platform. 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. See Annex I for the specific operation process of online voting.
5、 Documents for future reference
1. Resolution of the 7th Meeting of Zhuhai Bojay Electronics Co.Ltd(002975) the second board of directors;
2. Resolution of the seventh meeting of Zhuhai Bojay Electronics Co.Ltd(002975) the second board of supervisors;
3. Resolution of the 8th meeting of Zhuhai Bojay Electronics Co.Ltd(002975) the second board of directors;
4. Resolution of the 8th meeting of Zhuhai Bojay Electronics Co.Ltd(002975) the second board of supervisors.
It is hereby announced.
Annex I: specific operation process of participating in online voting;
Annex II: power of attorney;
Annex III: registration form of shareholders attending the meeting.
Zhuhai Bojay Electronics Co.Ltd(002975) board of directors April 29, 2022
Annex I:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 362975
2. Voting abbreviation: Bojie voting
3. Fill in the voting opinions.
The proposals of this shareholders' meeting are non cumulative voting proposals, and the voting opinions are filled in: 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 repeatedly vote 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 opinion of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: 20:30 a.m. to 25:30 p.m. on September 9, 2025
