Securities code: 300766 securities abbreviation: Merit Interactive Co.Ltd(300766) Announcement No.: 2022-009 Merit Interactive Co.Ltd(300766)
Proposal on the addition of interim to the first extraordinary general meeting of shareholders in 2022
Supplementary notice and announcement on convening the first extraordinary general meeting of shareholders in 2022
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.
Merit Interactive Co.Ltd(300766) (hereinafter referred to as “the company”) deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022 at the 26th meeting of the second board of directors, and agreed to convene the first extraordinary general meeting of shareholders in 2022 at 14:00 on January 24, 2022. For details, please refer to the company’s website (www.cn. Info. Com. CN.) on January 1, 2022 Relevant announcements.
On January 14, 2022, the board of directors of the company received the letter on increasing Merit Interactive Co.Ltd(300766) 2022 the interim proposal of the first extraordinary general meeting of shareholders issued by the shareholder Beijing Dinglu Zhongyuan Technology Co., Ltd. (hereinafter referred to as “Dinglu Zhongyuan”). Mr. Cao Xiaodong, the director of the company, is a director recommended by Dinglu Zhongyuan. Now Mr. Cao Xiaodong resigns as a director of the second board of directors of the company for personal reasons. In accordance with the relevant provisions of the articles of association, Dinglu Zhongyuan nominated Mr. Chen Yifan as a candidate for non independent director of the second board of directors of the company (see Annex 3 for resume), and the term of office expires on the date of expiration of the term of office of the current board of directors. In order to improve decision-making efficiency, Dinglu Zhongyuan submitted a written request to the board of directors of the company to submit the proposal on electing Mr. Chen Yifan as a non independent director of the second board of directors as an interim proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
According to the company law of the people’s Republic of China and other laws and regulations, as well as the articles of association, rules of procedure of the general meeting of shareholders and other systems, 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 general meeting of shareholders. The convener shall issue a supplementary notice of the general meeting of shareholders within 2 days after receiving the proposal and announce the contents of the interim proposal.
Upon verification by the board of directors, as of the date of this announcement, Dinglu Zhongyuan held 39261596 shares of the company, accounting for 9.81% of the total share capital of the company. The identity of the proposer complies with relevant regulations, the content of his proposal does not exceed the provisions of relevant laws and regulations, the articles of association and the terms of reference of the general meeting of shareholders, and the proposal procedure complies with the relevant provisions of the Listing Rules of gem shares of Shenzhen Stock Exchange, the articles of association and the rules of procedure of the general meeting of shareholders, Therefore, the board of directors of the company agreed to submit the above interim proposal to the first extraordinary general meeting of shareholders of the company in 2022 to be held on January 24, 2022 for deliberation.
In addition to the contents of the temporary proposal added above, the time, place, method and equity registration date of the company’s first extraordinary general meeting in 2022 remain unchanged. The supplementary notice on the specific matters of convening the company’s first extraordinary general meeting in 2022 is as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022.
2. Convener of the general meeting of shareholders: the board of directors of the company. After deliberation and approval at the 26th meeting of the second board of directors of the company, it is decided to convene the first extraordinary general meeting of shareholders in 2022.
3. Legality and compliance of the meeting: the convening procedures of the general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
4. Date and time of the meeting:
(1) On site meeting time: 14:00 p.m. on Monday, January 24, 2022.
(2) Date and time of online voting: the 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 January 24, 2022;
The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15 a.m. to 15:00 p.m. on January 24, 2022.
5. Convening method of the meeting: the shareholders’ meeting is held by combining on-site voting and online voting. Shareholders of the company shall choose one of on-site voting and online voting. In case of repeated voting with the same voting right, the first voting result shall prevail.
6. Equity registration date of the meeting: January 17, 2022.
7. Attendees:
(1) Shareholders or their agents who hold the issued voting shares of the company on the equity registration date;
At the closing of the afternoon of the equity registration day, all shareholders of the company registered in CSDCC Shenzhen branch who have issued voting shares have the right to attend the general meeting of shareholders, and may entrust an agent in writing to attend the meeting and vote. The shareholder agent need not be a shareholder of the company. (see Annex 2 for power of attorney)
(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 of the on-site meeting: phase II of Fudi entrepreneurship Park, No. 9, xidoumen Road, Xihu District, Hangzhou, Zhejiang Province.
2、 Matters considered at the meeting
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 prediction of daily connected transactions in 2022 √
Cumulative voting proposal (equal vote)
2.00 three persons shall be elected for the proposal on the change of non independent directors
2.01 proposal on electing Mr. Ge Huanyang as a non independent director of the second board of directors √
2.02 proposal on electing Mr. LV Fanrong as a non independent director of the second board of directors √
2.03 proposal on electing Mr. Chen Yifan as a non independent director of the second board of directors √
Proposal 1 has been deliberated and adopted at the 26th meeting of the second board of directors and the 22nd Meeting of the second board of supervisors held by the company on December 30, 2021. For the specific contents of the proposal, please refer to the announcement on the forecast of daily connected transactions in 2022 disclosed by the company on cninfo.com on January 1, 2022.
Proposals 2.1 and 2.2 have been deliberated and adopted at the 26th meeting of the second board of directors held on December 30, 2021, and proposal 2.3 is an interim proposal submitted by Dinglu Zhongyuan. For the specific contents of the above proposals, please refer to the announcement on the change of non independent directors and senior managers and the supplementary notice announcement on the addition of interim proposals for the first extraordinary general meeting in 2022 and the convening of the first extraordinary general meeting in 2022 disclosed by the company on cninfo.com on January 1, 2022 and January 15, 2022 respectively.
The above proposals are ordinary resolutions of the general meeting of shareholders, which shall be adopted by more than 1 / 2 of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
The shareholders Beijing Heyu venture capital center (limited partnership) and Beijing Dinglu Zhongyuan Technology Co., Ltd. are the affiliated shareholders of the first proposal. The affiliated shareholders shall avoid voting when deliberating on the proposal, and shall not accept the authorization of other shareholders to vote on their behalf.
Proposal 2 adopts the cumulative voting system. Three non independent directors shall be elected. The number of voting votes owned by shareholders shall be the number of shares with voting rights multiplied by the number of candidates to be elected. Shareholders can arbitrarily distribute the number of voting votes among candidates within the limit of the number of candidates to be elected (they can cast zero votes), but the total number shall not exceed the number of voting votes they have.
In order to better protect the rights and interests of small and medium-sized investors, the voting results of the above proposals need to calculate the votes of small and medium-sized investors separately (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 listed company).
3、 Meeting registration and other matters
(I) registration time: 9:00-12:00 a.m. and 13:30-18:00 p.m. on January 21, 2022.
(II) registration place: 14 / F, tower a, Qiandao Lake Zhigu building, No. 7, xidoumen Road, Xihu District, Hangzhou, Zhejiang Province.
(III) registration method:
1. The legal representative or entrusted agent 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 and his own ID card; If the legal person shareholder 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 (see Annex 2) and the client’s shareholder account card;
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, the agent shall go through the registration formalities with the agent’s ID card, power of attorney (see Annex 2), the principal’s ID card and the principal’s shareholder account card; 3. Non local shareholders can register by letter, fax or e-mail. The fax, letter or e-mail should be delivered to the company before 18:00 on January 21, 2022 (please indicate the word “general meeting” in the eye-catching place). The letter, fax or e-mail should be subject to the time of arrival at the company, and the company does not accept telephone registration.
(IV) meeting contact information
Contact person: Li Haochuan;
Tel.: 0571-81061638;
Contact Fax: 0571-86473223;
Contact email: [email protected]. ；
Contact address: 14 / F, tower a, Qiandao Lake Zhigu building, No. 7, xidoumen Road, Xihu District, Hangzhou, Zhejiang Province;
Postal Code: 310012.
(V) precautions
1. Shareholders and shareholders’ agents attending the meeting shall arrive at the meeting place within half an hour before the meeting, and bring the original ID card, stock account card, power of attorney and other originals for verification and admission;
2. The meeting is expected to last for 2 hours, and all the expenses of the participating shareholders shall be borne by themselves.
4、 Specific operation process of participating in online voting
At this shareholders’ meeting, the company will provide 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. ）See Annex 1 for the specific process of online voting. 5、 Documents for future reference
1. Merit Interactive Co.Ltd(300766) resolution of the 26th meeting of the second board of directors; 2. Merit Interactive Co.Ltd(300766) resolution of the 22nd Meeting of the second board of supervisors; 3. Letter on adding Merit Interactive Co.Ltd(300766) 2022 first extraordinary general meeting interim proposal issued by Beijing Dinglu Zhongyuan Technology Co., Ltd.
It is hereby announced.
Merit Interactive Co.Ltd(300766) board of directors
January 15, 2022
Annex 1: specific operation process of online voting Annex 2: power of attorney Annex 3: resume of Mr. Chen Yifan
Annex 1:
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 “350766”; Voting is referred to as “daily 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 electoral votes of each proposal group they have. If the number of electoral votes cast by shareholders exceeds the number of electoral votes they have, or if the number of votes cast in the differential election exceeds the number of candidates, their electoral 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 shall not exceed the number of election votes owned by the shareholder
An example of the number of election votes held by shareholders is as follows:
Election of non independent directors (adopted)
