Securities code: 000555 securities abbreviation: Digital China Information Service Company Ltd(000555) Announcement No.: 2022-003 Digital China Group Co.Ltd(000034) Information Service Co., Ltd
With regard to the suggestive 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.
Digital China Group Co.Ltd(000034) Information Service Co., Ltd. (hereinafter referred to as “the company”) published in the securities times and cninfo website on December 31, 2021（ http://www.cn.info.com.cn. ）The notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2021-096) was published on the. The first extraordinary general meeting of shareholders in 2022 is scheduled to be held on January 18, 2022. The general meeting of shareholders will be held by combining on-site voting and online voting. The suggestive announcement of the general meeting of shareholders is hereby issued to remind the shareholders of the company to participate in the general meeting of shareholders in time and exercise their voting rights. The details are as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: this general meeting of shareholders is the first extraordinary general meeting of shareholders in 2022.
2. Convener of the general meeting of shareholders: the 8th board of directors of the company. The fourth extraordinary meeting of the eighth board of directors in 2021 deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022 on December 30, 2021.
3. Legality and compliance of the meeting:
The convening of this general meeting of shareholders complies with 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: 14:30 p.m. on Tuesday, January 18, 2022.
(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 January 18, 2022; Through the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The specific time for voting is any time from 9:15 on January 18, 2022 to 15:00 on January 18, 2022.
5. Convening method of the meeting: the shareholders’ meeting 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 power of attorney.
(2) Online voting: the company will vote through the Shenzhen stock exchange system and Internet voting system（ 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 the above network voting time.
The shareholders of the company can only choose one of on-site voting and online voting. If there is repeated voting with the same voting right, the first voting result shall prevail. Online voting includes two voting methods: Shenzhen stock exchange system and Internet voting system. Only one of them can be selected for the same share.
6. Equity registration date of the meeting: Thursday, January 13, 2022
7. Attendees:
(1) Ordinary shareholders or their agents holding 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 can entrust an agent in writing to attend the meeting and vote. The shareholder agent 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 of the on-site meeting: conference room 1 of century Jinyuan Xiangshan business travel hotel, No. 59 beizhenghuang banner, Haidian District, Beijing (outside the east gate of Xiangshan Park).
2、 Matters considered at the meeting
(I) name of proposal
1. General election of non independent directors of the ninth board of directors; (cumulative voting system)
(1) Elect Mr. Guo Wei as a director of the ninth board of directors of the company;
(2) Elect Mr. Fei Jianjiang as a director of the ninth board of directors of the company;
(3) Elect Mr. Li Hongchun as a director of the ninth board of directors of the company;
(4) Elect Ms. Yang Xiaoying as a director of the ninth board of directors of the company;
(5) Mr. Xing Jingfeng was elected as a director of the ninth board of directors of the company.
2. General election of independent directors of the ninth board of directors; (cumulative voting system)
(1) Elect Ms. Luo Ting as an independent director of the ninth board of directors of the company;
(2) Elect Mr. Wang Yongli as an independent director of the ninth board of directors of the company;
(3) Elect Mr. Huang Hui as an independent director of the ninth board of directors of the company;
(4) Elect Mr. Benjamin Zhao (Zhai bin) as an independent director of the ninth board of directors of the company;
(5) Mr. Wang Wei was elected as an independent director of the ninth board of directors of the company.
3. Proposal on the general election of the board of supervisors of the company; (cumulative voting system)
(1) Elect Ms. Niu Zhuo as the supervisor of the ninth board of supervisors of the company;
(2) Ms. Wang Hanlin was elected as the supervisor of the ninth board of supervisors of the company.
4. Proposal on the expected guarantee amount of the company and its subsidiaries in 2022;
5. Proposal on providing financial assistance to holding subsidiaries;
6. Proposal on the expected daily connected transaction quota in 2022.
(1) Daily connected transactions with Shenzhou holdings in 2022
(2) Daily related party transactions with Digital China Group Co.Ltd(000034) in 2022
(3) Daily related party transactions with Shenzhou Bangbang in 2022
(II) disclosure of proposals
The above proposals have been deliberated and adopted at the fourth extraordinary meeting of the eighth board of directors in 2021 and the second extraordinary meeting of the eighth board of supervisors in 2021, and agreed to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. The relevant contents of the above proposal are detailed in the securities times and cninfo (www.cn. Info. Com. CN.) on December 31, 2021 Relevant announcements disclosed on.
Proposals 1, 2 and 3 shall be elected by cumulative voting system and voted separately. 5 non independent directors, 5 independent directors and 2 supervisors 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), However, the total number shall not exceed the number of electoral votes it has.
The fourth proposal is a special resolution, that is, it can be adopted only with the consent of more than 2 / 3 of the effective voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders. The sixth proposal needs to be voted one by one, and the related shareholders need to avoid voting. The related shareholder Digital China Group Co.Ltd(000034) Software Co., Ltd. of the first proposal needs to avoid voting, and Mr. Li Hongchun, the related shareholder of the third proposal, needs to avoid voting.
According to the relevant requirements of the rules for the general meeting of shareholders of listed companies and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the above proposals are matters affecting the interests of small and medium-sized investors, The company will count the votes 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), and disclose the separate vote counting.
The qualification and independence of independent director candidates have been filed with Shenzhen Stock Exchange, and there is no objection. The general meeting of shareholders can vote.
3、 Proposal code
Table 1: 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 √
Cumulative voting proposals 1, 2 and 3 are equal elections
1.00 number of non independent directors to be elected for the ninth board of directors by general election (5)
1.01 elect Mr. Guo Wei as a director of the ninth board of directors √
1.02 elect Mr. Fei Jianjiang as a director of the ninth board of directors √
1.03 elect Mr. Li Hongchun as a director of the ninth board of directors √
1.04 elect Ms. Yang Xiaoying as a director of the ninth board of directors √
1.05 elect Mr. Xing Jingfeng as a director of the ninth board of directors √
2.00 number of independent directors to be elected in the general election of the ninth board of directors (5)
2.01 elect Ms. Luo Ting as an independent director of the ninth board of directors √
2.02 elect Mr. Wang Yongli as an independent director of the ninth board of directors √
2.03 elect Mr. Huang Hui as an independent director of the ninth board of directors √
2.04 elect Mr. Benjamin Zhao (Zhai bin) as the ninth director of the company √
Independent directors of the board of directors
2.05 elect Mr. Wang Wei as the independent director of the ninth board of directors √
3.00 proposal on the general election of the board of supervisors of the company (2)
3.01 elect Ms. Niu Zhuo as the supervisor of the 9th board of supervisors √
3.02 elect Ms. Wang Hanlin as the supervisor of the ninth board of supervisors √
Non cumulative voting proposal
4.00 proposal on the expected guarantee amount of the company and its subsidiaries in 2022 √
5.00 proposal on providing financial assistance to holding subsidiaries √
6.00 proposal on the estimated daily connected transaction limit in 2022 √ number of sub proposals as voting object: 3
6.01 daily connected transactions with Shenzhou holdings in 2022 √
6.02 daily connected transactions with Digital China Group Co.Ltd(000034) in 2022 √
6.03 daily connected transactions with Shenzhou Bangbang in 2022 √
4、 Meeting registration and other matters
1. Registration method: on-site registration, registration by letter or fax
All shareholders have the right to attend the general meeting of shareholders and may entrust a proxy in writing to attend the meeting and vote. The proxy need not be a shareholder of the company.
(1) The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he / she shall present his / her ID card, certificate of legal representative, copy of corporate shareholder’s stock account card (with official seal) and copy of business license (with official seal of the company); If the legal representative entrusts the agent to attend the meeting, the agent shall present his ID card, copy of corporate shareholder’s stock account card (with official seal), copy of business license (with official seal), certificate of legal representative and written power of attorney issued by the legal representative of the corporate shareholder unit according to law (see Annex 2 for details).
(2) If individual shareholders attend the meeting in person, they shall show their ID card and stock account card; If an agent is entrusted to attend the meeting, the agent shall also show his ID card, power of attorney of shareholders (see Annex 2 for details) and a copy of the principal’s ID card.
(3) Non local shareholders can register by letter or fax (copies of relevant certificates shall be provided), and the registration time shall be subject to the local postmark after receiving the fax or letter.
2. Registration time: 9:00-12:00 a.m. and 14:00-17:00 p.m. on January 14, 2022
3. Registration place: Capital Strategy Department, 6th floor, building Digital China Information Service Company Ltd(000555) 18, Yuandong District, No. 10, northwest Wangdong Road, Haidian District, Beijing
5、 Specific operation process of participating in online voting
At this general meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange or the Internet voting system（ http://wl
