Securities code: The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) securities abbreviation: The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) Announcement No.: 2022118 The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089)
Announcement on the company’s receipt of interim proposals from shareholders
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) successively received the interim proposals from shareholders to the board of directors. Since the company has not considered the interim proposals submitted by shareholders, Mr. Sun Guangming (holding 20.10% of the voting rights of the company) sent a letter to the board of supervisors, suggesting that an interim general meeting of shareholders be held as soon as possible to consider relevant proposals. In view of the current situation that the number of the board of directors of the company is less than 5 and unable to perform their duties normally, in order to safeguard the legitimate rights and interests of the majority of shareholders, the board of supervisors hereby proposes to convene the fourth extraordinary general meeting of shareholders in 2022 and submit some interim proposals to the fourth extraordinary general meeting of shareholders in 2022 for deliberation. The details are as follows:
1、 Contents of the interim proposal
According to the relevant provisions of the company law, the articles of association and other laws and regulations, ordinary shareholders who individually or jointly hold more than 3% of the shares of the company may put forward interim proposals and submit them to the convener in writing 10 days before the general meeting of shareholders of the company.
The board of directors of the company has received the following interim proposals:
1. Shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and Jiaxing ZhuoZhi equity investment partnership (limited partnership), as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on nominating candidates for non independent directors of the Fifth Board of directors of the company.
2. Shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and Jiaxing ZhuoZhi equity investment partnership (limited partnership), as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: “proposal on removing supervisor Zhang Yi and nominating Zhou Yanhong as supervisor”.
3. As a shareholder holding more than 3% of the company’s shares, Qian Xiaopan proposed to add the following proposals to the 2021 annual general meeting of shareholders of the company: proposal on Amending Article 106 of The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of Association, proposal on nominating non independent directors.
4. Shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and Jiaxing ZhuoZhi equity investment partnership (limited partnership), as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on Amending The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of Association.
5. Shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and Jiaxing ZhuoZhi equity investment partnership (limited partnership), as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on Amending The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of Association.
6. Shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and Jiaxing ZhuoZhi equity investment partnership (limited partnership), as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on removing Ms. Xu Miao from the post of supervisor of the company.
7. As shareholders holding more than 3% of the company’s shares in total, the shareholders Andrews easy (Beijing) Technology Co., Ltd. and Jiaxing ZhuoZhi equity investment partnership (limited partnership) proposed to add the following proposal to the 2021 annual general meeting of shareholders of the company: proposal on Amending Article 106 of the The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of association.
8. Shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and anzhuoyi (Beijing) Technology Co., Ltd., as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on proposing to remove Ms. Huang Yizhi from the post of secretary of the board of directors of the company.
9. Shareholders Guangzhou Shangrong Investment Consulting Co., Ltd. and anzhuoyi (Beijing) Technology Co., Ltd., as shareholders holding more than 3% of the company’s shares, proposed to add the following proposal to the 2021 annual general meeting of shareholders of the company: proposal on removing supervisor Guo Lixin and nominating Li Zhen as a candidate for supervisor.
10. The shareholders Jiaxing ZhuoZhi equity investment partnership (limited partnership), Xu gaolei and Guangzhou Shangrong Investment Consulting Co., Ltd., as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on removing Xu Xiao from the post of deputy general manager of the company and electing Li Xiaoguang as the deputy general manager of the company.
11. The shareholders Jiaxing ZhuoZhi equity investment partnership (limited partnership), Xu gaolei and Guangzhou Shangrong Investment Consulting Co., Ltd. are shareholders holding more than 3% of the shares of the company, The following proposal is proposed to be added to the 2021 annual general meeting of shareholders of the company: proposal on removing Ms. Xu Yang from the post of general manager and legal representative of the company and electing Mr. Xu Jie, the current director, as the general manager of the board of directors of great wall of culture and concurrently as the legal representative of the company.
12. Mr. Sun Guangming holds a total of 20.10% of the voting rights of the company and proposes to add the following proposal to the 2021 annual general meeting of shareholders of the company: proposal on the nomination of non independent directors.
13. The shareholders Guangzhou Shangrong Investment Consulting Co., Ltd., Jiaxing ZhuoZhi equity investment partnership (limited partnership) and Xinyu Bangde investment partnership (limited partnership), as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposals: proposal on Amending Article 40 of The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of association, proposal on adding articles of The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of association Proposal on requesting to review the illegal acts committed during the period when the company’s seal is illegally occupied.
14. The shareholders Jiaxing ZhuoZhi equity investment partnership (limited partnership), Xu gaolei and Guangzhou Shangrong Investment Consulting Co., Ltd., as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on selecting the current director Xu jiexiansheng as the chairman of the great wall of culture.
2、 Relevant opinions of the board of supervisors on the interim proposal of shareholders
The board of directors of the company received the above-mentioned interim proposal from the shareholders, but the current number of the board of directors of the company is less than 5, which is unable to perform its duties normally. At the same time, the board of supervisors received a letter from Mr. Sun Guangming (holding 20.10% of the voting rights of the company), suggesting that an interim general meeting of shareholders be held as soon as possible to review relevant proposals; In order to safeguard the legitimate rights and interests of shareholders, the board of supervisors now proposes to convene the fourth extraordinary general meeting of shareholders in 2022. For the above interim proposal, the board of supervisors gives the following reply:
1. Shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and Jiaxing ZhuoZhi equity investment partnership (limited partnership), as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on nominating candidates for non independent directors of the Fifth Board of directors of the company.
The board of supervisors agreed to submit the proposal to the general meeting of shareholders. 2. Shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and Jiaxing ZhuoZhi equity investment partnership (limited partnership), as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: “proposal on removing supervisor Zhang Yi and nominating Zhou Yanhong as supervisor”. The board of supervisors does not agree to submit the proposal to the general meeting of shareholders for the following reasons: according to the relevant provisions of the company law and the articles of association, the cumulative voting system shall be adopted for the election of two or more supervisors. The cumulative voting system must be based on the determination of the number of vacancies. The proposer applies to increase the recall proposal and the election proposal to the 2021 annual general meeting of shareholders at the same time; Firstly, the election proposal must be based on the premise that the recall proposal is passed. Secondly, there is uncertainty about whether the recall proposal is passed, that is, the number of vacant supervisors cannot be determined, which makes it impossible to confirm whether the cumulative voting system is applicable.
3. As a shareholder holding more than 3% of the company’s shares, Qian Xiaopan proposed to add the following proposals to the 2021 annual general meeting of shareholders of the company: proposal on Amending Article 106 of The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of Association, proposal on nominating non independent directors. The board of supervisors agreed to submit the proposal to the general meeting of shareholders.
4. Shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and Jiaxing ZhuoZhi equity investment partnership (limited partnership), as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on Amending The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of Association. The board of supervisors agreed to submit the proposal to the general meeting of shareholders. 5. Shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and Jiaxing ZhuoZhi equity investment partnership (limited partnership), as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on Amending The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of Association. The board of supervisors agreed to submit the proposal to the general meeting of shareholders. 6. Shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and Jiaxing ZhuoZhi equity investment partnership (limited partnership), as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on removing Ms. Xu Miao from the post of supervisor of the company. The board of supervisors did not agree to submit the proposal to the general meeting of shareholders for the following reasons: firstly, the employee supervisor Xu Miao has resigned, and secondly, the above proposal does not belong to the scope of deliberation of the general meeting of shareholders.
7. As shareholders holding more than 3% of the company’s shares in total, the shareholders androyi (Beijing) Technology Co., Ltd. and Jiaxing ZhuoZhi equity investment partnership (limited partnership) proposed to add the following proposal to the 2021 annual general meeting of shareholders of the company: proposal on Amending The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) Article 106. The board of supervisors agreed to submit the proposal to the general meeting of shareholders.
8. Shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and anzhuoyi (Beijing) Technology Co., Ltd., as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on proposing to remove Ms. Huang Yizhi from the post of secretary of the board of directors of the company. The board of supervisors did not agree to submit the proposal to the general meeting of shareholders for the following reasons: firstly, Ms. Huang Yizhi has resigned as secretary of the board of directors, and secondly, the above proposal does not belong to the scope of deliberation of the general meeting of shareholders. 9. Shareholders Guangzhou Shangrong Investment Consulting Co., Ltd. and anzhuoyi (Beijing) Technology Co., Ltd., as shareholders holding more than 3% of the company’s shares, proposed to add the following proposal to the 2021 annual general meeting of shareholders of the company: proposal on removing supervisor Guo Lixin and nominating Li Zhen as a candidate for supervisor. The board of supervisors does not agree to submit the proposal to the general meeting of shareholders for the following reasons: according to the relevant provisions of the company law and the articles of association, the cumulative voting system shall be adopted for the election of two or more supervisors. The cumulative voting system must be based on the determination of the number of vacancies. The proposer applies to increase the recall proposal and the election proposal to the 2021 annual general meeting of shareholders at the same time; Firstly, the election proposal must be based on the premise that the recall proposal is passed. Secondly, there is uncertainty about whether the recall proposal is passed, that is, the number of vacant supervisors cannot be determined, which makes it impossible to confirm whether the cumulative voting system is applicable.
10. The shareholders Jiaxing ZhuoZhi equity investment partnership (limited partnership), Xu gaolei and Guangzhou Shangrong Investment Consulting Co., Ltd., as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on removing Xu Xiao from the post of deputy general manager of the company and electing Li Xiaoguang as the deputy general manager of the company. The board of supervisors does not agree to submit the proposal to the general meeting of shareholders for the following reasons: the above proposal does not belong to the scope of deliberation of the general meeting of shareholders.
11. The shareholders Jiaxing ZhuoZhi equity investment partnership (limited partnership), Xu gaolei and Guangzhou Shangrong Investment Consulting Co., Ltd. are shareholders holding more than 3% of the shares of the company, The following proposal is proposed to be added to the 2021 annual general meeting of shareholders of the company: proposal on removing Ms. Xu Yang from the post of general manager and legal representative of the company and electing Mr. Xu Jie, the current director, as the general manager of the board of directors of great wall of culture and concurrently as the legal representative of the company. The board of supervisors does not agree to submit the proposal to the general meeting of shareholders for the following reasons: the above proposal does not belong to the scope of deliberation of the general meeting of shareholders.
12. Mr. Sun Guangming holds a total of 20.10% of the voting rights of the company and proposes to add the following proposal to the 2021 annual general meeting of shareholders of the company: proposal on the nomination of non independent directors. The board of supervisors agreed to submit the proposal to the general meeting of shareholders.
13. The shareholders Guangzhou Shangrong Investment Consulting Co., Ltd., Jiaxing ZhuoZhi equity investment partnership (limited partnership) and Xinyu Bangde investment partnership (limited partnership), as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposals: proposal on Amending Article 40 of the The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of Association, proposal on adding provisions of the The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of association Proposal on requesting to review the illegal acts committed during the period when the company’s seal is illegally occupied. The board of supervisors did not agree to submit the proposal to the general meeting of shareholders for the following reasons: the proposal on Amending Article 40 of the The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of association does not comply with the relevant provisions of Article 41 of the guidelines for the articles of association of listed companies (revised in 2022); The amendment of the proposal on adding the articles of The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of association does not comply with the relevant provisions of Article 151 of the company law; The proposal on requesting to review the illegal acts committed during the period when the company’s charter was illegally occupied does not fall within the scope of deliberation of the general meeting of shareholders.
14. Shareholders: Jiaxing ZhuoZhi equity investment partnership (limited partnership), Xu gaolei
