Securities code: Digital China Group Co.Ltd(000034) securities abbreviation: Digital China Group Co.Ltd(000034) Announcement No.: 2022066 Digital China Group Co.Ltd(000034)
Announcement of the resolution of the second 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.
Special tips:
1. The shareholders’ meeting did not veto the proposal;
2. This general meeting of shareholders does not involve changing the resolutions adopted by previous general meetings of shareholders;
3. This general meeting of shareholders adopts a combination of video conference voting and online voting. 1、 Convening and attendance of the meeting (I) convening of the meeting 1. Holding time: (1) video conference: 14:30 pm on Wednesday, May 18, 2022 (2) online voting time: May 18, 2022
Among them, the specific time of 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 18, 2022; Through the Internet voting system of Shenzhen Stock Exchange (wltp. CN. Info. Com. CN.) The specific time of voting is: 9:15 a.m. to 15:00 p.m. on May 18, 2022. 2. Convening method: the voting method combining video conference voting and online voting 3. Convener: Digital China Group Co.Ltd(000034) board of directors 4. Host: Mr. Wang nengguang, independent director 5. The notice and suggestive announcement of this meeting were issued on April 28 and May 14, 2022 respectively. The convening of the meeting complies with relevant laws, administrative regulations, departmental rules, normative documents Provisions of the notice on several measures to support the real economy and the articles of association of Shenzhen Stock Exchange. (II) attendance at the meeting
1. Overall attendance
A total of 21 shareholders and their authorized representatives attended the video conference and online voting of the general meeting of shareholders, representing 241652940 shares, accounting for 378671% of the total voting shares of the company. 2. Attendance of video conference
A total of 1 shareholder and authorized representative of shareholders attended the video conference of the general meeting of shareholders, with 154777803 representative shares, accounting for 242537% of the total voting shares of the company. 3. Online voting
20 shareholders attended the online voting of the general meeting of shareholders, representing 86875137 shares, accounting for 136134% of the total voting shares of the company. 4. Voting of entrusted independent directors
No shareholder entrusted independent directors to vote at this meeting. 5. Attendance of small and medium-sized investors (refer to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, the same below)
There were 18 shareholders and authorized representatives of small and medium-sized investors attending the shareholders’ meeting, representing 4006813 shares, accounting for 0.6279% of the total voting shares of the company. 6. The company’s directors, supervisors, senior managers and witness lawyers hired by the company attended or attended the shareholders’ meeting by video. 2、 Deliberation and voting of proposals
The proposal of the general meeting of shareholders adopts the voting method of combining video conference voting and online voting. The meeting deliberated and adopted the following proposals:
(I) the proposal on the additional election of independent directors of the company was deliberated and adopted
1. The proposal on electing Mr. Xiong Hui as an independent director of the 10th board of directors of the company (1) was reviewed and approved. The overall voting situation
194989164 shares were approved, accounting for 806898% of the total number of valid voting shares held by shareholders attending the meeting. (2) Total voting of minority shareholders:
3487160 shares were approved, accounting for 870308% of the total number of valid voting shares held by minority shareholders attending the meeting.
(3) Voting result: the proposal was deliberated and passed.
Mr. Xiong Hui was elected as an independent director of Digital China Group Co.Ltd(000034) the 10th board of directors. The total number of directors concurrently serving as senior managers in the board of directors of the company does not exceed one-half of the total number of directors of the company (the company has no employee representative as a director).
(II) the proposal on revising relevant systems of the company was deliberated and adopted item by item
1. The proposal on Amending the articles of association was deliberated and adopted
(1) Overall voting
238545604 shares were approved, accounting for 987141% of the total number of valid voting shares held by shareholders attending the meeting; Against 3107335 shares, accounting for 1.2859% of the total number of valid voting shares held by shareholders attending the meeting; Abstention of 1 share (including 0 share by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting.
(2) Total voting of minority shareholders
899477 shares were approved, accounting for 224487% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 3107335 shares, accounting for 775513% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain 1 share (among which, 0 share is abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
(3) Voting result: this proposal was deliberated and passed by special resolution.
2. The proposal on Amending the rules of procedure of the general meeting of shareholders was deliberated and adopted
(1) Overall voting
238545604 shares were approved, accounting for 987141% of the total number of valid voting shares held by shareholders attending the meeting; Against 3107335 shares, accounting for 1.2859% of the total number of valid voting shares held by shareholders attending the meeting; Abstention of 1 share (including 0 share by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting.
(2) Total voting of minority shareholders
899477 shares were approved, accounting for 224487% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 3107335 shares, accounting for 775513% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain 1 share (among which, 0 share is abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
(3) Voting result: this proposal was deliberated and passed by special resolution.
3. The proposal on Amending the rules of procedure of the board of directors was considered and adopted
(1) Overall voting
238545604 shares were approved, accounting for 987141% of the total number of valid voting shares held by shareholders attending the meeting; Against 3107335 shares, accounting for 1.2859% of the total number of valid voting shares held by shareholders attending the meeting; Abstention of 1 share (including 0 share by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting.
(2) Total voting of minority shareholders
899477 shares were approved, accounting for 224487% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 3107335 shares, accounting for 775513% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain 1 share (among which, 0 share is abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
(3) Voting result: this proposal was deliberated and passed by special resolution.
4. The proposal on Amending the working rules of independent directors was deliberated and adopted
(1) Overall voting
238545604 shares were approved, accounting for 987141% of the total number of valid voting shares held by shareholders attending the meeting; Against 3107335 shares, accounting for 1.2859% of the total number of valid voting shares held by shareholders attending the meeting; Abstention of 1 share (including 0 share by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting.
(2) Total voting of minority shareholders
899477 shares were approved, accounting for 224487% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 3107335 shares, accounting for 775513% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain 1 share (among which, 0 share is abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
(3) Voting result: the proposal was deliberated and passed by ordinary resolution.
5. The proposal on Amending the related party transaction management system was deliberated and adopted
(1) Overall voting
238545604 shares were approved, accounting for 987141% of the total number of valid voting shares held by shareholders attending the meeting; Against 3107335 shares, accounting for 1.2859% of the total number of valid voting shares held by shareholders attending the meeting; Abstention of 1 share (including 0 share by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting.
(2) Total voting of minority shareholders
899477 shares were approved, accounting for 224487% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 3107335 shares, accounting for 775513% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain 1 share (among which, 0 share is abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
(3) Voting result: the proposal was deliberated and passed by ordinary resolution.
6. The proposal on Revising the external guarantee management system was deliberated and adopted
(1) Overall voting
238545604 shares were approved, accounting for 987141% of the total number of valid voting shares held by shareholders attending the meeting; Against 3107335 shares, accounting for 1.2859% of the total number of valid voting shares held by shareholders attending the meeting; Abstention of 1 share (including 0 share by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting.
(2) Total voting of minority shareholders
899477 shares were approved, accounting for 224487% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 3107335 shares, accounting for 775513% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain 1 share (among which, 0 share is abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
(3) Voting result: the proposal was deliberated and passed by ordinary resolution.
7. The proposal on Revising the foreign investment management system was deliberated and adopted
(1) Overall voting
238545604 shares were approved, accounting for 987141% of the total number of valid voting shares held by shareholders attending the meeting; Against 3107335 shares, accounting for 1.2859% of the total number of valid voting shares held by shareholders attending the meeting; Abstention of 1 share (including 0 share by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting.
(2) Total voting of minority shareholders
899477 shares were approved, accounting for 224487% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 3107335 shares, accounting for 775513% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain 1 share (among which, 0 share is abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
(3) Voting result: the proposal was deliberated and passed by ordinary resolution.
8. The proposal on Amending the measures for the administration of raised funds was deliberated and adopted
(1) Overall voting
238545604 shares were approved, accounting for 987141% of the total number of valid voting shares held by shareholders attending the meeting; Against 3107335 shares, accounting for 1.2859% of the total number of valid voting shares held by shareholders attending the meeting; Abstention of 1 share (including 0 share by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting.
(2) Total voting of minority shareholders
899477 shares were approved, accounting for 224487% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 3107335 shares, accounting for 775513% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain 1 share (among which, 0 share is abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
(3) Voting result: the proposal was deliberated and passed by ordinary resolution. 3、 Legal opinions issued by lawyers
1. Name of law firm: taihetai law firm
2. Name of Lawyer: Yao Gang, Cheng Feng
3. Concluding comments: the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of general meeting of shareholders and other relevant laws, administrative regulations and the articles of Association; The convener and attendees of this general meeting of shareholders have legal qualifications, and the voting procedures and results of this general meeting of shareholders are legal and effective. 4、 Documents for future reference
1. Resolution of the second extraordinary general meeting of shareholders in 2022
2. Legal opinion
Digital China Group Co.Ltd(000034) board of directors may 19, 2002
