Securities code: Ji Yao Holding Group Co.Ltd(300108) securities abbreviation: Ji Yao Holding Group Co.Ltd(300108) Announcement No.: 2022060 Ji Yao Holding Group Co.Ltd(300108)
Notice on convening the second extraordinary general meeting in 2022
The board of directors guarantees that the information recorded, omitted or disclosed by the board of directors is not true, complete or misleading.
1、 Basic information of the general meeting of shareholders
1. Session of the general meeting of shareholders: the second extraordinary general meeting of shareholders in 2022
2. Convener of the general meeting of shareholders: the board of directors of the company
3. Legality and compliance of the meeting: the proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted at the 56th meeting of the Fourth Board of directors held on June 8, 2022.
The convening of this general meeting of shareholders complies with the provisions of the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other 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 8, 2022;
(2) Online voting time: the time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 on June 8, 2022; 9: 30-11:30 and 13:00-15:00 p.m; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on June 8, 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 by authorization;
(2) Online voting: the company will vote through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide the shareholders of the company with a voting platform in the form of network, and the shareholders can exercise their voting rights through the above system during the online voting time.
Shareholders of the company can only choose one of on-site voting and online voting. Same voting right
In case of repeated voting, the first voting result shall prevail.
6. Equity registration date of the meeting: May 31, 2022
7. Attendees:
(1) As of the closing time of the afternoon of the equity registration date, it was in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
All the registered shareholders of the company; All the above shareholders of the company have the right to attend the general meeting of shareholders and
A proxy may be entrusted in writing to attend the meeting and vote. The proxy of the shareholder does not need to be a shareholder of the company
East;
(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: 4th floor, Ji Yao Holding Group Co.Ltd(300108) No. 6, Huancheng North Road, Meihekou City
Room.
2、 Matters considered at the meeting
1. The items and proposals to be considered at this shareholders’ meeting are coded as follows:
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 proposal on Amending the articles of association √
Cumulative voting proposal
2.00 proposal on general election of the board of directors and nomination of candidates for non independent directors of the Fifth Board of directors
2.01 elect Mr. Lu Zhongkui as a candidate for non independent director of the 5th board of directors √
2.02 elect Mr. Sun Jun as a candidate for non independent director of the 5th board of directors √
2.03 elect Mr. Zhang Liang as a candidate for non independent director of the 5th board of directors √
2.04 elect Mr. Lu Zhengfa as a candidate for non independent director of the 5th board of directors √
2.05 elect Mr. Liu long as a candidate for non independent director of the 5th board of directors √
3.00 proposal on general election of the board of directors and nomination of independent director candidates for the Fifth Board of directors
3.01 elect Mr. Li Jianhua as the candidate for independent director of the 5th board of directors √
3.02 elect Mr. Yu Jun as the candidate for independent director of the 5th board of directors √
4.00 proposal on the general election of the board of supervisors and nomination of candidates for shareholders’ representative supervisors of the Fifth Board of supervisors
4.01 elect Mr. Fan Xinyu as the supervisor candidate of the 5th board of supervisors √
4.02 elect Mr. Ren Wen’an as the candidate of the 5th board of supervisors √
2. On the general election of the board of directors of the company and the nomination of candidates for non independent directors of the Fifth Board of directors
Proposal on the general election of the board of directors and the nomination of independent director candidates for the Fifth Board of directors
The proposal shall be subject to the premise that the proposal on Amending the articles of association is passed and takes effect.
3. The proposal deliberated at this meeting has been deliberated and adopted at the 56th meeting of the Fourth Board of directors of the company.
4. The company will pay compensation to small and medium-sized investors (except directors, supervisors, senior managers and individual investors of listed companies)
Or shareholders other than those holding more than 5% of the company’s shares in total) vote separately, and
The results of vote counting shall be disclosed.
5. Disclosure of proposal:
The above proposal has been deliberated and adopted at the 56th meeting of the 5th board of directors of the company. For details, see
The company is listed on cninfo.com, the gem information disclosure website designated by the CSRC
（ http://www.cn.info.com.cn./ ）Relevant announcements disclosed on.
3、 Meeting registration and other matters
1. Registration method:
(1) The legal person shareholder shall hold the shareholder account card, the copy of the business license stamped with the official seal and the legal representative
Registration of certificates and ID cards; If a legal person shareholder entrusts an agent, it shall handle it with the ID card of the agent, the copy of the business license stamped with the official seal, the power of attorney (see Annex 3 for details) and the client’s shareholder account card
Handle registration procedures;
(2) Natural person shareholders shall go through the registration procedures with their own ID card and shareholder account card; Natural person shareholder
If an agent is entrusted, it shall hold the agent’s ID card, power of attorney (see Annex 3 for details) and the account of the principal’s shareholder
Handle the registration formalities for account card and client’s ID card;
(3) Non local shareholders can register by letter or fax. Shareholders should carefully fill in the shareholders participating in the meeting
Registration form (see Annex 2 for details) for confirmation of registration. Please send a letter or fax on June 4, 2022
The letter or fax shall be delivered to the office of the Secretary of the board of directors of the company before 12:00 pm. The time of arrival of the letter or fax shall prevail. Mailing address: No. 6, Huancheng North Road, Meihekou city Ji Yao Holding Group Co.Ltd(300108) securities department, post office
Editor: 135000 (please indicate “general meeting” on the envelope).
2. On site registration time: 9:00-11:00 a.m. and 2:00-4:00 p.m. on June 8, 2022.
3. Site registration place: Ji Yao Holding Group Co.Ltd(300108) securities department, No. 6, Huancheng North Road, Meihekou city.
4. The original of the shareholder’s registration certificate and the proxy’s attendance at the meeting shall be carried half an hour before the meeting.
4、 Specific operation process of participating in online voting
This general meeting of shareholders provides shareholders with a voting platform in the form of network. Shareholders can vote through the trading system of Shenzhen Stock Exchange or the Internet voting system（ http://wltp.cn.info.com.cn. ）Participate in online voting. See Annex 1 for details of matters related to online voting.
5、 Other matters
1. The meeting is expected to last half a day, and the attendants shall bear their own accommodation, transportation and other related expenses. 2. Shareholders and shareholders’ agents attending the on-site meeting shall arrive at the meeting place half an hour before the meeting, and bring the original of ID card, shareholders’ account card, power of attorney and so on, so as to sign in.
3. On site meeting contact information
Contact address: Secretary Office of Ji Yao Holding Group Co.Ltd(300108) board of directors, No. 6, Huancheng North Road, Meihekou City
Contact: Sun Jun, Wang Yan
Tel: (0435) 3752903
Fax: (0435) 3751886
Postal Code: 135000
6、 Documents for future reference
1. Resolutions of the 56th meeting of the 4th board of directors;
2. Resolutions of the 27th meeting of the 4th board of supervisors;
3. Other documents required by Shenzhen stock exchange for future reference.
It is hereby announced.
Ji Yao Holding Group Co.Ltd(300108) board of directors may 23, 2022
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code and voting abbreviation: the voting code is “350108”, and the voting abbreviation is “Jiyao voting”. 2. Fill in the voting opinions or election votes
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 candidates, their election votes cast by the proposal group shall be deemed 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
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
An example of the number of election votes held by shareholders under each proposal group is as follows:
① Election of non independent directors (for example, in proposal 5 of table I, equal election is adopted, and the number of candidates is 3). The number of election votes owned by shareholders = the total number of voting shares represented by shareholders × three
Shareholders can distribute the number of election votes among the three independent director candidates arbitrarily, but the total number of votes shall not exceed the number of election votes they have.
② Election of supervisors (for example, in Table 1, proposal 10, differential election is adopted, and the number of supervisors to be elected is 2)
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × two
Shareholders may distribute the number of election votes they have arbitrarily among the two candidates for supervisors, but the total number of votes shall not exceed the number of election votes they have, and the number of votes cast shall not exceed 2.
3. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals except the cumulative voting proposal.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholder votes on the specific proposal first and then on the general proposal, the voting opinion of the specific 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 specific proposal is voted, the voting opinion of the general proposal shall prevail.
2、 Through the trading system of Shenzhen Stock Exchange
