Securities code: The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) securities abbreviation: ST culture Announcement No.: 2022116 The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089)
Notice on convening the fourth extraordinary general meeting of shareholders in 2022
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.
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the fourth extraordinary general meeting of shareholders in 2022
2. Convener of the general meeting of shareholders: the board of supervisors of the company
Since the company has not considered the interim proposal 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. Based on 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 proposes to convene the fourth extraordinary general meeting of shareholders of the company in 2022.
3. Legality and compliance of the meeting: the convening of the shareholders’ meeting meets the requirements of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association
4. Date and time of the meeting:
(1) On site meeting time: 14:00 PM, June 10, 2022
(2) Online voting time:
The time for 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 the trading day of June 10, 2022;
The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 09:15 a.m. to 15:00 p.m. on June 10, 2022.
5. Meeting method: the shareholders’ meeting is held by combining on-site voting and online voting.
The company adopts the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide an online voting platform for all shareholders, and the shareholders of the company shall exercise their voting rights through the above system within the relevant online voting time limit listed in this notice.
Shareholders of the company can only choose one of the above voting methods. In case of repeated voting for the same voting right, the first valid voting result shall prevail.
6. Equity registration date of the meeting: June 6, 2022
7. Attendees:
(1) Ordinary shareholders or other 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 agent of the shareholder does not need to be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company.
(3) A lawyer employed by the company.
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Venue: conference room of Guangdong culture Great Wall Group Co., Ltd., cailong Avenue, Fengxi District, Chaozhou City, Guangdong Province
2、 Matters considered at the meeting
remarks
Proposal code proposal name the ticked column can vote
Non cumulative voting proposal
On Amending the regulations of Guangdong culture Great Wall Group Co., Ltd
1.00 proposal on articles of association of limited company (article 96, Article 1 √)
Article 192)
On Amending the regulations of Guangdong culture Great Wall Group Co., Ltd
2.00 √
Proposal on the articles of association of the limited company (Article 143)
Mutually exclusive proposals shall not vote for both proposal 3 and proposal 4 at the same time
The shareholder Qian Xiaopan’s amendment to the great wall of Guangdong culture
3.00 articles of association of the Group Co., Ltd. Article 106 √
Proposal for
Shareholders of anzhuoyi (Beijing) Technology Co., Ltd
Xingzhuozhi equity investment partnership (limited partnership)
4.00 √
About revising Guangdong culture Great Wall Group Co., Ltd
Company proposal of Article 106
Cumulative voting proposal
5.00 one person shall be elected in the proposal on the nomination of non independent directors
5.01 elect Mr. Li Xiaoguang as a director of the 5th board of directors √
5.02 elect Mr. Chen Ziyi as the director of the 5th board of directors √
5.03 elect Mr. Zhao Xingfu as the director of the 5th board of directors √
(1) There are mutually exclusive proposals in this shareholders’ meeting, so there is no general proposal.
(2) The above proposals 1-4 are special voting matters, which shall be adopted by more than two-thirds of the total voting shares held by shareholders and shareholders’ agents attending the meeting.
(3) Proposal 3 and proposal 4 above are mutually exclusive proposals, and shareholders and their agents shall not vote for proposal 3 and proposal 4 at the same time.
(4) The above-mentioned proposal 5 requires cumulative voting, that is, the number of election votes owned by shareholders is the number of shares with voting rights multiplied by the number of candidates to be elected. Shareholders can arbitrarily distribute the number of election votes among candidates within the limit of the number of candidates to be elected (zero votes can be cast), but the total number shall not exceed the number of election votes they have.
3、 Meeting registration and other matters
1. Registration method
(1) Registration of corporate shareholders: corporate shareholders shall be represented by their legal representatives or their entrusted agents. 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, the certificate of the legal representative and the ID card; If the legal representative entrusts an agent to attend the meeting, the agent shall go through the registration formalities with the agent’s ID card, the copy of the business license stamped with the official seal, the power of attorney issued by the legal representative (Annex II), the certificate of the legal representative and the stock account card of the legal person shareholder; Attendees shall carry the original of the above documents and go through the sign in formalities at the venue half an hour before the meeting.
(2) Registration of natural person shareholders: natural person shareholders must go through the registration procedures with their own ID card and shareholder account card; If an agent is entrusted to attend the meeting, he must go through the registration formalities with the agent’s ID card, power of attorney (Annex II), the principal’s shareholder account card and the principal’s ID card; Attendees shall carry the original of the above documents and go through the sign in formalities at the venue half an hour before the meeting.
2. Place of registration and place of delivery of power of attorney: The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) securities department.
3. Registration time: June 6, 2022 (9:30-11:30 a.m. and 14:00-17:30 p.m.). Non local shareholders can register by letter or fax.
4. Other matters:
(1) Contact information
Contact: Mao Weiping
Tel: 07682931898
Fax: 07682931162
(2) The on-site meeting lasts for half a day, and the accommodation and transportation expenses shall be borne by themselves.
(3) Please submit the interim proposal ten days before the meeting.
4、 Specific operation process of participating in online voting
At this shareholders’ meeting, the company will provide shareholders with an online voting platform. Shareholders can vote through the trading system of Shenzhen Stock Exchange or the Internet voting system（ http://wltp.cn.info.com.cn. ）To participate in online voting, please refer to Annex I for the specific operation process.
It is hereby announced.
The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) board of supervisors may 23, 2022 Annex I:
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 “350089”, and the voting abbreviation is “Great Wall voting”.
2. Fill in voting opinions
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 election votes of each proposal group they have. If the number of election votes cast by shareholders exceeds the number of election votes they have, or if the number of votes cast in the differential election exceeds the number of votes to be elected, their election votes for the proposal group shall be deemed invalid. If you do not agree with a candidate, you can vote 0 for the candidate.
Fill in the number of election votes cast for candidates
Vote X1 for candidate a
Vote x2 for candidate B
… …
The total number of election votes held by the shareholder shall not exceed
3. When shareholders vote on the general proposal, they are deemed to express the same opinions on all other proposals except the cumulative voting proposal.
In case of repeated voting by shareholders on the same proposal, the first valid vote shall prevail. If the shareholder votes on the sub proposal first and then on the general proposal, the voting opinion of the sub proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the sub proposal is voted, the voting opinion of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading hours on June 10, 2022, i.e. 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3、 Procedures for voting through the Internet voting system of Shenzhen Stock Exchange
1. The Internet voting system starts at 09:15 a.m. on June 10, 2022 (the day of the general meeting of shareholders), and ends at 3:00 p.m. on June 10, 2022 (the day of the end of the on-site general meeting of shareholders).
2. Shareholders who conduct online voting through the Internet voting system need to handle identity authentication in accordance with the provisions of the guidelines for online investor service identity authentication business of Shenzhen Stock Exchange (revised in 2016) and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”. The specific identity authentication process can log in to the Internet voting system http://wltp.cn.info.com.cn. Refer to the rule guidance column.
3. Shareholders can log in according to the service password or digital certificate obtained http://wltp.cn.info.com.cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
Annex II:
The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089)
Power of attorney of the fourth extraordinary general meeting of shareholders in 2022
I hereby entrust (Mr. / Ms.) to attend the fourth extraordinary general meeting of shareholders in 3 H&R Century Union Corporation(000892) 022 on my behalf, vote on the proposals of the meeting according to the instructions of the power of attorney, and sign the relevant documents to be signed at the meeting on my behalf. If I / our company fails to give specific instructions on the voting matters of this meeting, the trustee can exercise the voting right on behalf of me / our company, and the consequences of exercising the voting right shall be borne by me / our company.
The voting opinions of the company / myself on the proposal of the general meeting of shareholders are as follows:
Remarks voting results
Check the name of the proposal
The coded column can agree to object to waiver
