Securities code: Shenzhen Guohua Network Security Technology Co.Ltd(000004) Securities abbreviation: Shenzhen Guohua Network Security Technology Co.Ltd(000004) Announcement No.: 2022023
Shenzhen Guohua Network Security Technology Co.Ltd(000004) notice on convening the 2021 annual general meeting of shareholders
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. 1、 Basic information of the meeting
1. Session of the general meeting of shareholders: Shenzhen Guohua Network Security Technology Co.Ltd(000004) 2021 annual general meeting of shareholders.
2. Convener of the general meeting of shareholders: the board of directors of the company. On April 28 and 29, 2022, the seventh meeting of the 10th board of directors of the company deliberated and approved the proposal on convening the 2021 annual general meeting of shareholders of the company, and proposed to convene this general meeting of shareholders. 3. Legality and compliance of the meeting: the convening of the general meeting of shareholders complies with the provisions of the company law, the articles of association and other relevant laws and regulations.
4. Date and time of the meeting:
(1) On site meeting time: 14:30 PM, May 20, 2022 (Friday)
(2) Online voting time: the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 20, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 20, 2022.
5. Convening method: this general meeting of shareholders is held by combining on-site voting and online voting.
(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.
(2) Online voting: the company will vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during online voting time. The same voting right can only choose one of on-site, network or other voting methods. In case of repeated voting of the same voting right, the first valid voting result shall prevail.
6. Equity registration date: May 13, 2021 (Friday)
7. Attendees:
(1) Ordinary shareholders or their agents who hold shares of the company on the equity registration date;
At the closing of the afternoon of the equity registration day, all ordinary shareholders of the company registered in CSDCC Shenzhen Branch have the right to attend the general meeting of shareholders and may entrust an agent in writing to attend the meeting and vote. The agent of the shareholder does not need to be a shareholder of the company.
(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.
8. Venue: room 2206, block B, Zhuoyue Meilin Central Plaza (South District), Meilin Road, Futian District, Shenzhen
(I) proposals submitted to the general meeting of shareholders for voting
Table 1 example of proposal code of this shareholders' meeting
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 annual report and summary of 2021 √
2.00 work report of the board of directors in 2021 √
3.00 work report of the board of supervisors in 2021 √
4.00 final financial statement report of 2021 √
5. Zoje Resources Investment Co.Ltd(002021) annual equity distribution plan √
6.00 proposal on Directors' remuneration in 2021 √
7.00 internal control evaluation report in 2021 √
8.00 about the acquisition of Beijing Zhiyou Wangan Technology Co., Ltd. √
Implementation of performance commitment and implementation of performance compensation scheme
bill
9.00 proposal for the general meeting of shareholders to authorize the board of directors of the company √
Discussion on matters related to share repurchase and cancellation
case
10.00 proposal on withdrawing provision for asset impairment √
Cumulative voting proposal the following proposals are equal elections
11.00 proposal on the election of (6) non independent directors for the 11th board of directors
11.01 election of Huang Xiang as the non independent member of the 11th board of directors √
Proposal of legislative director
11.02 non √ on the election of Li chensen as the 11th board of directors
Proposal of independent directors
11.03 non √ on the election of Chen Jinhai as the 11th board of directors
Proposal of independent directors
11.04 on the election of Liang Xin as a non independent member of the 11th board of directors √
Proposal of legislative director
11.05 election of Wu Difei to the 11th board of directors √
Proposal of independent directors
11.06 election of Liu duohong to the 11th board of directors non √
Proposal of independent directors
12.00 proposal on the number of (3) independent directors to be elected for the 11th board of directors
12.01 election of Xiao Yongping as the sole director of the 11th board of directors √
Proposal of legislative director
12.02 election of Qiu Xiaping as the sole director of the 11th board of directors √
Proposal of legislative director
12.03 election of Zhong Mingxia as the sole director of the 11th board of directors √
Proposal of legislative director
13.00 proposal on the election of shareholders' representatives of the 11th board of supervisors to supervise the number of candidates (2) personnel
13.01 about electing Huang Yaqi as the shareholder of the 11th board of supervisors √
Proposal of the East representative supervisor
13.02 about electing Li Yu as the shareholder of the 11th board of supervisors √
Proposal on behalf of supervisors
Proposals 8 and 9 are special voting matters, which must be approved by more than 2 / 3 of the total number of valid voting shares attending the general meeting of shareholders;
When the general meeting of shareholders votes on proposals 8 and 9, the related shareholders need to avoid voting. The related shareholders who should avoid voting include: (1) Peng Ying, Shenzhen Ruihong Real Estate Development Co., Ltd., Zhuhai Hengqin Puyuan technology partnership (limited partnership), Guo xunping and Zhengzhou Zhonghe Wangan Information Technology Co., Ltd; (2) The controlling shareholders Shenzhen Zhongnongda Technology Investment Co., Ltd. and Ms. Li Yingtong are the persons acting in concert of Shenzhen Ruihong Real Estate Development Co., Ltd. and Zhuhai Hengqin Puyuan technology partnership (limited partnership), so they should avoid voting.
The qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange, and the shareholders' meeting can vote only if there is no objection.
(II) disclosure: the above proposal was deliberated and adopted at the 7th Meeting of the 10th board of directors and the 7th Meeting of the 10th board of supervisors. For details, please refer to the company's securities times, China Securities News and cninfo (www.cn. Info. Com. CN) published on the same day Relevant announcements on. 3、 Matters heard at the meeting
Listen to the report on the performance of duties of independent directors in 2021. (see the report published on cninfo.com on the same day for details)
The independent directors of the company will report on their duties at the annual general meeting of shareholders. 4、 Meeting registration and other matters
1. Registration procedures: according to the register of shareholders of the company after the closing of the market at 15:00 on May 13, 2022 provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch,
(1) The shareholders of corporate shares and social institutions shall go through the registration formalities with the certificate of the entity, the power of attorney of the legal person, the shareholder account card, the certificate of shareholding (which shall be stamped with the effective seal of the securities business department) and the ID card of the attendees;
(2) Shareholders of social public shares shall go through the registration procedures with their own ID card, shareholder account card and shareholding Certificate (which shall be stamped with the effective seal of the securities business department); Non local shareholders can register in advance by letter or fax;
(3) The proxy attendants shall handle the registration procedures with the power of attorney personally signed by the principal, the principal's ID card and shareholder's account card, the shareholding Certificate (with the effective seal of the securities business department) and the agent's ID card.
2. Registration time: half an hour before the meeting on Friday, May 20, 2022.
3. Place of registration: room 2206, block B, Zhuoyue Meilin Central Plaza (South District), Meilin Road, Futian District, Shenzhen. 4. Contact information of the meeting:
Contact: Liang Xin, Ruan Xuli
Tel: (0755) 83521596 Fax: (0755) 83521727
5. Meeting expenses: the duration of the shareholders' meeting is half a day, and the board, lodging and transportation expenses of the participating shareholders shall be borne by themselves. 5、 Specific operation process of participating in online voting
The company provided shareholders with an online voting platform for this general meeting of shareholders. Shareholders can vote through the trading system of Shenzhen Stock Exchange and the Internet voting system (website: http://wltp.cn.info.com.cn. ）Vote. 6、 Documents for future reference
1. Shenzhen Guohua Network Security Technology Co.Ltd(000004) the resolution of the 7th Meeting of the 10th board of directors.
2. Shenzhen Guohua Network Security Technology Co.Ltd(000004) the resolution of the 7th Meeting of the 10th board of supervisors.
3. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Shenzhen Guohua Network Security Technology Co.Ltd(000004) board of directors
April 30, 2002
Annex 1: specific operation process of online voting Annex 2: power of attorney
Annex 1:
Shenzhen Guohua Network Security Technology Co.Ltd(000004)
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code and voting abbreviation of ordinary shares: the voting code is "360004", and the voting abbreviation is "Guohua voting". 2. Fill in the voting opinions or election votes.
For non cumulative voting proposals, 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 a listed company shall vote within the limit of the number of election votes of each proposal group they have. If the number of election votes cast by shareholders exceeds the number of election votes they have, or if the number of votes cast in the differential election exceeds the number of candidates, their election votes cast by the proposal group shall be deemed invalid. If you do not agree with a candidate, you can vote 0 for the candidate.
Table 2 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 number of election votes held by the shareholder shall not exceed
An example of the number of election votes held by shareholders under each proposal group is as follows:
① Election of non independent directors
(for example, in Table 1, proposal 11, equal elections are adopted, and the number of candidates is 6)
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × six
Shareholders may distribute their voting votes among the six candidates for non independent directors at will, but the total number of votes shall not exceed their voting votes.
② Election of independent directors
(for example, in Table 1, proposal 12, equal elections shall be adopted, and the number of candidates shall be 3)
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × three
