Stock Code: Ciwen Media Co.Ltd(002343) stock abbreviation: Ciwen Media Co.Ltd(002343) Announcement No.: 2022031
Notice on convening 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 falsehood
False records, misleading statements or material omissions.
According to the resolution of the 19th meeting of the 8th board of directors of Ciwen Media Co.Ltd(002343) (hereinafter referred to as “the company”), the 2021 annual general meeting of shareholders is scheduled to be held on June 14, 2022. The relevant matters are hereby notified as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: 2021 annual general meeting of shareholders
2. Convener: Board of directors
3. The 19th meeting of the 8th board of directors held on May 23, 2022 deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders. The convening and convening of this general meeting of shareholders comply with the provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and the articles of association.
4. Date and time of the meeting:
(1) On site meeting time: 14:30 pm on Tuesday, June 14, 2022.
(2) Online voting time: the online voting time through the trading system of Shenzhen stock exchange is the trading time on June 14, 2022, i.e. 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on June 14, 2022.
5. Equity registration date: June 7, 2022.
6. Meeting method: the 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 of the same voting right, the first voting result shall prevail.
7. Venue of the on-site meeting: conference room, 28th floor, publishing center, No. 95 Lijing Road, Honggutan District, Nanchang City, Jiangxi Province. 8. Attendees:
(1) As of 15:00 p.m. on June 7, 2022, after the closing of the market, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the shareholders’ meeting, or entrust an agent to attend and vote in writing. The shareholder agent does not have to be a shareholder of the company;
(2) Directors, supervisors and senior managers of the company;
(3) Lawyers and other relevant personnel employed by the company.
2、 Matters considered at the meeting
1. Matters under consideration
Table I. name and code of the proposal of the general meeting of shareholders
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 work report of the board of directors in 2021 √
2.00 work report of the board of supervisors in 2021 √
3.00 annual report for 2021 and its summary √
4.00 financial final accounts report of 2021 √
5.00 profit distribution plan for 2021 √
6.00 proposal on uncovered losses reaching one third of the total paid in share capital √
7.00 proposal on appointment of audit institutions in 2022 √
8.00 application for comprehensive credit line and provision by the company and its subsidiaries in 2022 √
Proposal on guarantee amount
9.00 proposal on the remuneration scheme of the directors of the ninth board of directors √
10.00 proposal on Amending the articles of association √
11.00 proposal on Amending the rules of procedure of the general meeting of shareholders √
12.00 proposal on Amending the rules of procedure of the board of directors √
13.00 proposal on the remuneration scheme of supervisors of the ninth board of supervisors √
Cumulative vote proposal (equal vote)
14.00 general election of the board of directors and nomination of 6 non independent directors for the ninth board of directors
Candidate’s proposal
14.01 elect Hua Yuping as a non independent director of the ninth board of directors √
14.02 elect Shu Linyun as a non independent director of the ninth board of directors √
14.03 elect Zhao Jianxin as a non independent director of the ninth board of directors √
14.04 elect you dingyong as a non independent director of the 9th board of directors √
14.05 election of Xiong Zhiquan as a non independent director of the ninth board of directors √
14.06 elect Fu Jiamin as a non independent director of the 9th board of directors √
15.00 general election of the board of directors and nomination of three independent directors for election of the ninth board of directors
Proposal on election
Election of the ninth independent board of directors √
15.02 elect Wang Sixin as the independent director of the 9th board of directors √
15.03 election of Liu Wenjie as an independent director of the ninth board of directors √
16.00 on the general election of the board of supervisors and nomination of two non employee representatives to be elected for the ninth board of supervisors
Proposal on candidates for supervisors
16.01 elect Ma Junfeng as the non employee representative supervisor of the ninth board of supervisors √
16.02 elect Zhou Min as the non employee representative supervisor of the ninth board of supervisors √
2. Disclosure
The proposal of the general meeting of shareholders was deliberated and adopted at the 18th and 19th meetings of the 8th board of directors and the 16th and 17th meetings of the 8th board of supervisors. For details, please refer to the company’s securities times and cninfo (www.cn. Info. Com. CN.) on April 27, 2022 and May 24, 2022 Relevant announcements disclosed on.
3. Special notes
(1) The above proposals 8 and 10 are special resolutions and must be adopted by more than 2 / 3 of the voting shares held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
(2) For proposals 14-16, the cumulative voting system shall be adopted. Six non independent directors, three independent directors and two non employee representative supervisors of the company shall be elected. Among them, the qualification and independence of independent director candidates need to be filed and reviewed by Shenzhen Stock Exchange, and the general meeting of shareholders can vote only after there is no objection. The number of election votes owned by shareholders is the number of voting shares held by them 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 (they can cast zero votes), but the total number shall not exceed the number of election votes they own.
(3) The voting results of small and medium-sized investors will be counted separately for the proposals deliberated at the shareholders’ meeting, and the results of the separate counting will be publicly disclosed at the same time when the resolution of the shareholders’ meeting is announced. Small and medium-sized investors refer to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the listed company.
The independent directors of the company will report on their work in 2021 at this general meeting of shareholders.
3、 Meeting registration and other matters
1. Registration time: June 9-10, 2022 (9:30-11:30 a.m. and 13:30-16:30 p.m.).
2. Place of registration: Office of the board of directors (room 1703, Baijinwan Plaza, No. 948, dongdaming Road, Hongkou District, Shanghai). Please indicate the words “general meeting of shareholders” in the letter.
3. Registration method:
(1) Natural person shareholders must register with their stock account card, personal ID card or other valid certificates or certificates that can indicate their identity; An agent entrusted by a natural person shareholder to attend the meeting must register with his / her ID card, a copy of the principal’s ID card, a power of attorney (see Annex II), a stock account card or other valid certificates or certificates that can indicate his / her identity;
(2) If the legal representative attends the meeting, the legal person shareholder shall register with his / her ID card, copy of business license, identity certificate of legal representative and stock account card; If an agent entrusted by the legal representative attends the meeting, it shall hold a copy of the business license, the identity certificate of the legal representative, a copy of the identity card of the principal, the identity card of the agent, the power of attorney, the stock account card or other valid certificates or certificates that can indicate its identity;
(3) Shareholders can register by written letter or fax with the above relevant certificates (it must be delivered or faxed to the company before 16:30 on June 10, 2022), and the company does not accept telephone registration;
(4) During the epidemic prevention and control period, please send the relevant registration materials to the contact email of the company while handling the registration by written letter or fax before 16:30 on June 10, 2022.
(5) Shareholders or agents attending the meeting shall present the original of the above valid certificates.
4. Precautions for epidemic prevention and control
(1) In view of the current situation of epidemic prevention and control, in order to reduce the gathering of people and actively cooperate with the epidemic prevention and control work, the company encourages and recommends shareholders and shareholders’ representatives to give priority to participating in the shareholders’ meeting through online voting.
(2) Since the epidemic prevention and control situation and policies may change at any time, and there are differences between local risk levels and epidemic prevention policies, shareholders and shareholders’ agents who intend to participate in the meeting by on-site voting must confirm the latest epidemic prevention requirements before travel, do a good job in personal protection, and actively cooperate with the organization and arrangement of the company’s meeting.
5. Contact information
Meeting contact: Luo Shimin
Tel.: 02133623250
Fax No.: 02133623251802
Mailing address: Office of the board of directors (room 1703, Baijinwan Plaza, No. 948, dongdaming Road, Hongkou District, Shanghai) postal code: 200082
Email: luoshimin @ Ciwen tv
6. The duration of the meeting is half a day, and the board, lodging and transportation expenses of the shareholders attending the meeting shall be borne by themselves.
7. During online voting, if the online voting system is affected by major emergencies, the progress of this shareholders’ meeting will be notified separately.
4、 Specific operation process of participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）See Annex I for the specific operation process of online voting.
5、 Documents for future reference
1. Resolutions of the 18th and 19th meetings of the 8th board of directors of the company;
2. Resolutions of the 16th and 17th meetings of the 8th board of supervisors of the company.
It is hereby notified.
enclosure:
1、 Specific operation process of participating in online voting
2、 Power of attorney
Ciwen Media Co.Ltd(002343) board of directors may 23, 2022 Annex I
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 362343
2. Voting abbreviation: Ciwen voting
3. Fill in the voting opinions or election votes
(1) For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
(2) For cumulative voting proposals, fill in the number of election votes cast for a candidate. The shareholders of the 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 the 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, the election votes cast by the proposal group shall be deemed as 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
Vote for a candidate
