Securities code: Zhuhai Bojay Electronics Co.Ltd(002975) securities abbreviation: Zhuhai Bojay Electronics Co.Ltd(002975) Announcement No.: 2022036 bond Code: 127051 bond abbreviation: Bojie convertible bond
Zhuhai Bojay Electronics Co.Ltd(002975)
Announcement of resolutions of 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.
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.
1、 Meetings held
1. Meeting time:
(1) On site meeting time: 14:45 PM, May 20, 2022;
(2) Online voting time: the online voting time 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; 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;
2. Venue of the meeting: training room on the second floor of plant Zhuhai Bojay Electronics Co.Ltd(002975) 1, No. 10 Futian Road, Xiangzhou District, Zhuhai;
3. Meeting mode: the combination of on-site voting and online voting is adopted;
4. Convener: the board of directors of the company;
5. Moderator: Mr. Wang Zhaochun, chairman;
6. Legality and compliance of the meeting: the convening of the shareholders’ meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Attendance at the meeting
1. Overall attendance at the meeting
97 shareholders and their authorized representatives attended the meeting, representing 105701211 shares, accounting for 759331% of the total voting shares of the company.
Among them, there were 87 shareholders who voted on the spot, with 100666600 representative shares, accounting for 723164% of the total voting shares of the company. 10 shareholders voted online, representing 5034611 shares, accounting for 3.6167% of the total voting shares of the company.
2. Attendance of minority shareholders
There were 88 authorized representatives of minority shareholders (except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) and minority shareholders attending the meeting, representing 5701211 shares, accounting for 4.0956% of the total voting shares of the company.
Among them, there were 78 minority shareholders and 3, representing 666600 shares, accounting for 0.4789% of the total voting shares of the company. There are 10 minority shareholders voting online, representing 5034611 shares, accounting for 3.6167% of the total voting shares of the company.
3. The directors, supervisors and senior managers of the company attended or attended the meeting as nonvoting delegates, and the lawyers of Beijing Deheng (Shenzhen) law firm attended the meeting as nonvoting delegates to witness and issue legal opinions for the shareholders’ meeting. 3、 Deliberation and voting of proposals
The meeting voted on the meeting’s proposals by combining on-site voting and online voting. The following proposals were considered and passed:
1. Deliberated and adopted the proposal on the work report of the board of directors in 2021;
Voting results: 105632811 shares were approved, accounting for 999353% of the valid voting shares attending the meeting; 68400 opposition shares, accounting for 0.0647% of the number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the valid voting shares attending the meeting.
Among them, the voting of minority shareholders: 5632811 shares were approved, accounting for 988003% of the effective voting shares of minority shareholders attending the meeting; 68400 opposition shares, accounting for 1.1997% of the effective voting shares of minority shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the effective voting shares of minority shareholders attending the meeting.
2. Deliberated and passed the proposal on the work report of the board of supervisors in 2021;
Voting results: 105632811 shares were approved, accounting for 999353% of the valid voting shares attending the meeting; 68400 opposition shares, accounting for 0.0647% of the number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the valid voting shares attending the meeting. 1. The shares in the special account for repurchase do not enjoy the voting right of the general meeting of shareholders; 2. Including shareholders and their authorized representatives; 3. Including shareholders and their authorized representatives.
Among them, the voting of minority shareholders: 5632811 shares were approved, accounting for 988003% of the effective voting shares of minority shareholders attending the meeting; 68400 opposition shares, accounting for 1.1997% of the effective voting shares of minority shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the effective voting shares of minority shareholders attending the meeting.
3. Deliberated and passed the proposal on the financial final accounts of 2021 and the financial budget report of 2022; Voting results: 105632811 shares were approved, accounting for 999353% of the valid voting shares attending the meeting; 68400 opposition shares, accounting for 0.0647% of the number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the valid voting shares attending the meeting.
Among them, the voting of minority shareholders: 5632811 shares were approved, accounting for 988003% of the effective voting shares of minority shareholders attending the meeting; 68400 opposition shares, accounting for 1.1997% of the effective voting shares of minority shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the effective voting shares of minority shareholders attending the meeting.
4. Deliberated and passed the proposal on annual report and summary of annual report in 2021;
Voting results: 105632811 shares were approved, accounting for 999353% of the valid voting shares attending the meeting; 68200 opposition shares, accounting for 0.0645% of the number of valid voting shares attending the meeting; Abstain 200 shares (including 0 shares by default due to non voting), accounting for 0.0002% of the number of valid voting shares attending the meeting.
Among them, the voting of minority shareholders: 5632811 shares were approved, accounting for 988003% of the effective voting shares of minority shareholders attending the meeting; 68200 opposition shares, accounting for 1.1962% of the effective voting shares of minority shareholders attending the meeting; Abstained 200 shares (including 0 shares by default due to non voting), accounting for 0.0035% of the effective voting shares of minority shareholders attending the meeting.
5. Deliberated and passed the proposal on the profit distribution plan for 2021;
Voting results: 105633011 shares were approved, accounting for 999355% of the valid voting shares attending the meeting; 68200 opposition shares, accounting for 0.0645% of the number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the valid voting shares attending the meeting.
Among them, the voting of minority shareholders: 5633011 shares were approved, accounting for 988038% of the effective voting shares of minority shareholders attending the meeting; 68200 opposition shares, accounting for 1.1962% of the effective voting shares of minority shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the effective voting shares of minority shareholders attending the meeting.
6. Deliberated and passed the proposal on the remuneration scheme of non independent directors;
68400 shares, accounting for 0.1480% of the number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the valid voting shares attending the meeting.
Among them, the voting of minority shareholders: 5632811 shares were approved, accounting for 988003% of the effective voting shares of minority shareholders attending the meeting; 68400 opposition shares, accounting for 1.1997% of the effective voting shares of minority shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the effective voting shares of minority shareholders attending the meeting.
Avoidance of voting: the shareholder Mr. Wang Zhaochun holds 32400000 shares, Mr. Chen Jun holds 8100000 shares, Mr. Zeng Xianzhi holds 4500000 shares and Mr. Wang Kai holds 4500000 shares of the company. The above shareholders avoid voting due to their own interests, and Mr. Wang Zhaochun is the shareholder Zhuhai Hengqin Boang investment consulting enterprise (limited partnership) (hereinafter referred to as “Boang”) As the executive partner of Zhuhai Hengqin Bozhan investment consulting enterprise (limited partnership) (hereinafter referred to as “Bozhan”) and Zhuhai Hengqin Bowang investment consulting enterprise (limited partnership) (hereinafter referred to as “Bowang”), Boang, Bozhan and Bowang respectively hold 4000000 shares, 3000000 shares and 3000000 shares of the company. Therefore, Boang, Bozhan and Bowang all avoided voting. The number of voting shares held by the aforesaid seven shareholders is 59500000.
7. Deliberated and passed the proposal on the remuneration scheme of supervisors;
Voting results: 89432811 shares were approved, accounting for 999236% of the valid voting shares attending the meeting; 68400 opposition shares, accounting for 0.0764% of the valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the valid voting shares attending the meeting.
Among them, the voting of minority shareholders: 5632811 shares were approved, accounting for 988003% of the effective voting shares of minority shareholders attending the meeting; 68400 opposition shares, accounting for 1.1997% of the effective voting shares of minority shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the effective voting shares of minority shareholders attending the meeting.
Avoidance of voting: Mr. Cheng Jun, the shareholder, avoided voting due to his own interests, and the number of voting shares he held was 16.2 million.
8. Deliberated and passed the proposal on renewing the appointment of accounting firms;
Voting results: 105632811 shares were approved, accounting for 999353% of the valid voting shares attending the meeting; 68200 opposition shares, accounting for 0.0645% of the number of valid voting shares attending the meeting; Abstain 200 shares (including 0 shares by default due to non voting), accounting for 0.0002% of the number of valid voting shares attending the meeting.
Among them, the voting of minority shareholders: 5632811 shares were approved, accounting for 988003% of the effective voting shares of minority shareholders attending the meeting; 68200 opposition shares, accounting for 1.1962% of the effective voting shares of minority shareholders attending the meeting; Abstained 200 shares (including 0 shares by default due to non voting), accounting for 0.0035% of the effective voting shares of minority shareholders attending the meeting.
9. Deliberated and passed the proposal on purchasing directors, supervisors and senior managers’ liability insurance;
Voting results: 5639511 shares were approved, accounting for 989178% of the valid voting shares attending the meeting; Against 61700 shares, accounting for 1.0822% of the valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the valid voting shares attending the meeting.
Among them, the voting of minority shareholders: 5639511 shares were agreed, accounting for 989178% of the effective voting shares of minority shareholders attending the meeting; Against 61700 shares, accounting for 1.0822% of the effective voting shares of minority shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the effective voting shares of minority shareholders attending the meeting.
Avoidance of voting: the shareholder Mr. Wang Zhaochun holds 32400000 shares, Mr. Fu Lin holds 24300000 shares, Mr. Cheng Jun holds 16200000 shares, Mr. Chen Jun holds 8100000 shares, Mr. Zeng Xianzhi holds 4500000 shares and Mr. Wang Kai holds 4500000 shares. The above shareholders avoid voting because they involve their own interests, and Mr. Wang Zhaochun is the executive partner of shareholders Boang, Bozhan and Bowang, 30000 shares of BoChang, 400000 shares of BoChang, and 400000 shares of BoChang, BoChang and Bowang, respectively. The number of voting shares held by the above-mentioned nine shareholders is 100000000 shares. 10. Deliberated and passed 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 stocks;
Voting: 105639711 shares were approved, accounting for 999418% of the valid voting shares attending the meeting; Against 61500 shares, accounting for 0.0582% of the number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the valid voting shares attending the meeting.
Voting of minority shareholders: 5639711 shares were approved, accounting for 989213% of the effective voting shares of minority shareholders attending the meeting; Against 61500 shares, accounting for 1.0787% of the effective voting shares of minority shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the effective voting shares of minority shareholders attending the meeting.
This proposal is a special resolution and has been approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the meeting.
11. The proposal on changing the registered capital of the company and amending the articles of association was deliberated and adopted.
Voting: 105639511 shares were approved, accounting for 999416% of the valid voting shares attending the meeting; Against 61700 shares, accounting for 0.0584% of the number of valid voting shares attending the meeting; Abstain from 0 shares (among which, 0 shares are abstained by default due to non voting), accounting for 20% of the participants in the meeting
