Securities code: 002617 securities abbreviation: Roshow Technoiogy Co.Ltd(002617) Announcement No.: 2022-014 Roshow Technoiogy Co.Ltd(002617)
Proposal on adding shareholders’ meeting and holding the first meeting in 2022
Suggestive announcement of extraordinary 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 false records, misleading statements or major omissions.
Special note: relevant information of the general meeting of shareholders
1. Type and session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022
2. Date of shareholders’ meeting: Wednesday, February 9, 2022
3. Equity registration date: Friday, January 28, 2022
1、 The content and description of the temporary proposal are added this time
(I) contents of temporary proposal added this time
Roshow Technoiogy Co.Ltd(002617) (hereinafter referred to as “the company”) was published in the securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo.com on January 18, 2022（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-009).
On January 19, 2022, the company held the 11th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors, deliberated and adopted the proposal on electing independent directors of the 5th board of directors and the proposal on electing supervisors of the 5th board of supervisors respectively, and agreed to submit the above proposal to the general meeting of shareholders for deliberation. See the details published in securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo.com on January 20, 2022（ http://www.cn.info.com.cn. ）Announcement on resolutions of the 11th meeting of the 5th board of directors (Announcement No.: 2022-010), announcement on resolutions of the 8th meeting of the 5th board of supervisors (Announcement No.: 2022-011), etc.
(II) description of temporary proposal added this time
1. Sponsor: Lu Xiaojun
2. Specific contents of the interim proposal
On January 19, 2022, the board of directors of the company received the letter on proposing Roshow Technoiogy Co.Ltd(002617) to add interim proposals to the first extraordinary general meeting of shareholders in 2022 from Mr. Lu Xiaojun, a shareholder holding 3.34% of the company’s shares. Mr. Lu Xiaojun proposed to the board of directors of the company from the perspective of improving the efficiency of the meeting and reducing the cost of holding the meeting The board of supervisors submitted the proposal on electing independent directors of the 5th board of directors and the proposal on electing supervisors of the 5th board of supervisors to the first extraordinary general meeting of shareholders in 2022 for deliberation.
2、 Proposal procedure description
According to the company law of the people’s Republic of China, the rules of procedure of the general meeting of shareholders and the articles of association, shareholders who individually or jointly hold more than 3% of the shares may put forward interim proposals and submit them to the convener in writing 10 days before the general meeting of shareholders. After verification, as of the date of this announcement, Mr. Lu Xiaojun directly held shares of the company, accounting for 3.34% of the total share capital. As mentioned above, the identity of the proposer complies with relevant regulations, the content of the proposal does not exceed the provisions of relevant laws and regulations, the articles of association and the terms of reference of the general meeting of shareholders, and the proposal procedure also complies with the articles of association, rules of procedure of the general meeting of shareholders and other relevant provisions. Therefore, the board of directors of the company agrees to submit the interim proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
In addition to adding the above proposals to the first extraordinary general meeting of the company in 2022, the matters on the notice of the original general meeting announced on January 18, 2022 remain unchanged. The Company Apologizes for the inconvenience to the majority of investors. Please understand. The supplementary notice of Roshow Technoiogy Co.Ltd(002617) the first extraordinary general meeting of shareholders in 2022 is attached. Roshow Technoiogy Co.Ltd(002617) Supplementary Notice of the first extraordinary general meeting of shareholders in 2022: I. Basic information of the meeting
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022.
2. Convener: the general meeting of shareholders is convened by the board of directors of the company. The 10th meeting of the 5th board of directors of the company deliberated and approved the proposal on convening the first extraordinary general meeting of shareholders in 2022, which is published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on resolutions of the 10th meeting of the 5th board of directors (Announcement No.: 2022-005).
3. Legality and compliance of the meeting: the convening and convening procedures of the general meeting of shareholders comply with 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. Meeting time
(1) On site meeting time: 14:30 p.m. on Wednesday, February 9, 2022
(2) Online voting time:
The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on February 9, 2022;
The specific time for voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on February 9, 2022 to 15:00 p.m. on February 9, 2022.
5. Convening method: the shareholders’ meeting adopts the combination of 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 to vote.
(2) Online voting: the company will vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ 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 network voting time.
(3) According to the articles of association and other relevant provisions, all shareholders registered on the equity registration date of the general meeting of shareholders have the right to exercise their voting rights through the corresponding voting system, but the same share can only 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.
6. Equity registration date: Friday, January 28, 2022
7. Attendees:
(1) Shareholders of the company: as of the afternoon closing of January 28, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders and may entrust an agent in writing to attend the meeting and vote (see the annex for the power of attorney). The shareholder agent does not have to be a shareholder of the company;
(2) Directors, supervisors and senior managers of the company;
(3) A lawyer employed by the company.
8. Venue of the on-site meeting: office building of the company, No. 8, Zhancheng Avenue, Zhuji City, Zhejiang Province
2、 Matters considered at the meeting
1. Proposal on providing guarantee for wholly-owned subsidiaries;
2. Proposal on the election of independent directors of the 5th board of directors of the company;
2.01 proposal on electing Mr. Zhang Xinhua as an independent director of the 5th board of directors of the company
3. Proposal on election of supervisors of the 5th board of supervisors of the company
3.01 proposal on electing Mr. Zhang Dongxu as the supervisor of the 5th board of supervisors of the company
The above proposals were considered and adopted at the 10th meeting of the 5th board of directors, the 11th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors. For details, please refer to securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo.com（ http://www.cn.info.com.cn. ）Announcement on the resolution of the 10th meeting of the 5th board of directors (Announcement No.: 2022-005), announcement on the resolution of the 11th meeting of the 5th board of directors (Announcement No.: 2022-010) and announcement on the resolution of the 8th meeting of the 5th board of supervisors (Announcement No.: 2022-011).
The cumulative voting system is implemented in the above proposals 2 and 3. 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 (they can cast zero votes), but the total number shall not exceed the number of election votes they have.
According to the requirements of the articles of association, the rules for the general meeting of shareholders of listed companies and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the above proposal affects the disclosure of small and medium-sized investment. 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.
3、 Proposal code
Table 1: example of proposal code of this shareholders’ meeting
remarks
Proposal code proposal name the ticked column can vote
100 total proposal √
Non cumulative voting proposal
1.00 proposal on providing guarantee for wholly-owned subsidiaries √
Cumulative voting proposal
2.00 proposal on the election of independent directors of the 5th board of directors of the company (1)
2.01 proposal on electing Mr. Zhang Xinhua as an independent director of the 5th board of directors √
3.00 proposal on the election of supervisors of the 5th board of supervisors of the company (1)
3.01 proposal to elect Mr. Zhang Dongxu as the supervisor of the 5th board of supervisors √
4、 Registration method for attending on-site meetings
1. Registration method: legal person shareholders participating in the general meeting of shareholders shall register with the company on the registration date of the meeting with their own ID card, copy of business license (with official seal), qualification certificate of legal representative, shareholder account card, shareholding list and other equity certificates; If the legal person shareholder entrusts an agent, please register with the company with the agent’s ID card, power of attorney, copy of business license (stamped with official seal), the client’s shareholder account card and the client’s shareholding list.
Natural person shareholders attending the shareholders’ meeting shall register with the company on the registration date of the meeting with their own ID card, shareholder account card, shareholding list and other equity certificates; If a natural person shareholder entrusts an agent, please register with the company with the agent’s ID card, a copy of the principal’s ID card, a power of attorney (see Annex II), the principal’s shareholder account card and the principal’s shareholding list.
Non local shareholders can register by fax or letter. The fax or letter shall be subject to the time of arrival at the company (see Annex III for the registration form of participating shareholders). The deadline is 16:30 p.m. on February 8, 2022. When attending the meeting, they shall present the original of the above certificates for inspection.
2. Registration time: February 8, 2022, 9:30-11:30, 13:00-16:30.
3. Registration place: the office of the board of directors on the second floor of the company’s office building, No. 8 Zhancheng Avenue, Zhuji City, Zhejiang Province. 4. Fax No.: 0575-89072975
5、 Specific operation process of participating in online voting
At this shareholders’ meeting, the company will provide all shareholders with a voting platform in the form of network. Shareholders can vote through the trading system of Shenzhen Stock Exchange and the Internet voting system (address: http://wltp.cn.info.com.cn. ）Vote. See Annex I for the specific operation process of online voting.
6、 Other matters
1. Meeting contact information
Contact: Li chentao
Tel.: 0575-89072976
Fax: 0575-89072975
mail box: [email protected].
Postal Code: 311814
Address: the office of the board of directors on the second floor of the company’s office building, No. 8 Zhancheng Avenue, Zhuji City, Zhejiang Province.
2. The duration of the meeting is expected to be half a day, and the accommodation and transportation expenses of the participating shareholders shall be borne by themselves.
7、 Documents for future reference
Resolutions of the 10th meeting of the 5th board of directors;
Resolutions of the 11th meeting of the 5th board of directors;
Resolution of the 8th meeting of the 5th board of supervisors.
It is hereby announced.
Roshow Technoiogy Co.Ltd(002617) Annex I of the board of directors:
Specific operation process of participating in online voting
I Procedures for online voting
1. Voting code and voting abbreviation of ordinary shares: the voting code is “362617”, and the voting abbreviation is “Luxiao voting”
2. Fill in the voting opinions or election votes.
All proposals this time are non cumulative voting proposals. Fill in the voting opinions: agree, disagree and abstain.
For cumulative voting proposals, fill in the vote for a candidate
