Securities code: 300567 securities abbreviation: Wuhan Jingce Electronic Group Co.Ltd(300567) Announcement No.: 2022-008 Wuhan Jingce Electronic Group Co.Ltd(300567)
Notice on convening the first extraordinary general meeting of shareholders in 2022
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.
In accordance with the relevant provisions of the company law of the people’s Republic of China and the articles of association of Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as the “articles of association”), the first extraordinary general meeting of the company in 2022 is scheduled to be held on February 11, 2022 after deliberation and approval by the 41st meeting of the third board of directors of Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as the “company”), The relevant matters of this meeting are hereby notified as follows: 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 of the general meeting of shareholders: the third board of directors of the company
3. Legality and compliance of the convening of the general meeting of shareholders: the convening of the general meeting of shareholders of the company has been deliberated and approved at the 41st meeting of the third board of directors of the company. The convening of the general meeting of shareholders complies with 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, February 11, 2022 (Friday);
(2) Online voting time: Friday, February 11, 2022.
Among them, the time for online voting through the trading system of Shenzhen stock exchange is the trading time on February 11, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on February 11, 2022.
5. Meeting mode: the combination of on-site and online voting
The company will provide online voting platform to the shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system. The shareholders of the company can exercise their voting rights through the trading system of Shenzhen Stock Exchange or Internet voting system during the above online voting time. The same shareholder 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. The equity registration date of the meeting: January 28, 2022.
7. Attendees:
(1) By the end of the transaction on January 28, 2022, the 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 can entrust a proxy in writing to attend the meeting and vote. The proxy need not be a shareholder of the company or participate in online voting during online voting time.
(2) Directors, supervisors and senior managers of the company.
(3) Witness lawyers and other relevant personnel employed by the company.
8. Venue of the meeting: conference room of the company, No. 22, liufangyuan South Road, East Lake New Technology Development Zone, Wuhan. 2、 Matters considered at the meeting
1. Proposal on the prediction of the company’s daily operating related party transactions in 2022
2. Proposal on adjusting the number of members of the board of directors and amending the articles of Association
3. Proposal on Amending the rules of procedure of the general meeting of shareholders
4. Proposal on Amending the rules of procedure of the board of directors of the company
5. Proposal on the election of non independent directors of the Fourth Board of directors
5.01 elect Mr. Peng Qian as a non independent director of the Fourth Board of directors
5.02 elect Mr. Chen Kai as a non independent director of the Fourth Board of directors
5.03 elect Mr. Shen Yafei as a non independent director of the Fourth Board of directors
5.04 elect Mr. Liu ronghua as a non independent director of the Fourth Board of directors
5.05 elect Mr. Ma Jun as a non independent director of the Fourth Board of directors
5.06 elect Mr. Sheng sun as a non independent director of the Fourth Board of directors
6. Proposal on the election of independent directors of the Fourth Board of directors
6.01 elect Ms. Ji Xiaoqin as an independent director of the Fourth Board of directors
6.02 elect Mr. Lu Zaiping as an independent director of the Fourth Board of directors
6.03 elect Mr. Ma Chuangang as an independent director of the Fourth Board of directors
7. Proposal on the election of non employee representative supervisors of the Fourth Board of supervisors
7.01 elect Ms. Miao Dan as the non employee representative supervisor of the Fourth Board of supervisors
7.02 elect Mr. Lei Xinjun as the non employee representative supervisor of the Fourth Board of supervisors
The above proposal has been deliberated and approved at the 41st meeting of the third board of directors and the 29th meeting of the third board of supervisors. For details, see the company’s website on January 24, 2022（ http://www.cn.info.com.cn. ）Announcement on the resolution of the 41st meeting of the Wuhan Jingce Electronic Group Co.Ltd(300567) third board of directors, announcement on the resolution of the 29th meeting of the Wuhan Jingce Electronic Group Co.Ltd(300567) third board of supervisors and other relevant announcements or documents disclosed.
Among them, related shareholders Mr. Peng Qian and Mr. Chen Kai will abstain from voting on proposal 1.
The above 5-7 proposals are voted by cumulative voting system. 6 non independent directors, 3 independent directors and 2 non employee representative supervisors shall be elected at this meeting. The number of election votes owned by shareholders shall be the number of voting shares held by shareholders 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. 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 if there is no objection.
Proposal 2 is a special resolution of the general meeting of shareholders, which shall be adopted by more than 2 / 3 of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders; Other proposals are ordinary resolutions of the general meeting of shareholders, which shall be adopted by more than 1 / 2 of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders.
The company will count the votes of small and medium-sized investors (referring to shareholders other than those who individually or jointly hold more than 5% of the company’s shares and other shareholders other than the company’s directors, supervisors and senior managers), and make public disclosure according to the vote counting results.
3、 Proposal code
The proposal code of this shareholders’ meeting is as follows:
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 on the company’s daily operating related party transactions in 2022 √
Expected proposal
2.00 on adjusting the number of members of the board of directors and amending the articles of association √
Proposal for
3.00 proposal on Amending the rules of procedure of the general meeting of shareholders √
Case
4.00 proposal on Amending the rules of procedure of the board of directors √
Cumulative voting proposal equal election, vote item by item
5.00 proposal on the election of 6 non independent directors of the Fourth Board of directors
5.01 elect Mr. Peng Qian as a non independent director of the Fourth Board of directors √
5.02 elect Mr. Chen Kai as a non independent director of the Fourth Board of directors √
5.03 election of Mr. Shen Yafei as a non independent director of the Fourth Board of directors √
5.04 elect Mr. Liu ronghua as a non independent director of the Fourth Board of directors √
5.05 elect Mr. Ma Jun as a non independent director of the Fourth Board of directors √
5.06 election of Mr. Sheng sun as the fourth director √
Non independent directors of the board of directors
6.00 proposal on the election of independent directors of the Fourth Board of directors: 3 persons to be elected
6.01 elect Ms. Ji Xiaoqin as an independent director of the Fourth Board of directors √
6.02 elect Mr. Lu Zaiping as an independent director of the Fourth Board of directors √
6.03 elect Mr. Ma Chuangang as an independent director of the Fourth Board of directors √
7.00 proposal on the election of two non employee representative supervisors of the Fourth Board of supervisors
7.01 elect Ms. Miao Dan as the non employee representative supervisor of the Fourth Board of supervisors √
matter
7.02 elect Mr. Lei Xinjun as the non employee representative of the Fourth Board of supervisors √
supervisor
4、 Meeting registration and other matters
1. Registration method:
(1) Registration of corporate shareholders: the legal representative or the agent entrusted by the legal representative shall attend the meeting.
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 ID card of the agent, the copy of the business license stamped with the official seal, the power of attorney issued by the legal representative (see Annex II for the format), the certificate of the legal representative and the stock account card of the legal person shareholder; (2) Registration of natural person shareholders: they shall go through the registration procedures with their own ID card and shareholder account card; If a natural person shareholder entrusts an agent, it shall go through the registration formalities with the agent’s ID card, power of attorney, the principal’s shareholder account card and the principal’s ID card;
(3) Registration of non local shareholders: it can be registered by letter, fax or e-mail. Shareholders should carefully fill in the registration form of participating shareholders (Annex III) for registration confirmation. Telephone registration is not accepted.
2. Registration time: the on-site registration time of this general meeting of shareholders is from 8:30 to 11:30 and from 13:00 to 16:00 on February 9, 2022; Those registered by letter, fax or e-mail must be delivered or faxed to the company before 17:00 on February 9, 2022.
3. Registration place: Securities Department of the company, address: No. 22, liufangyuan South Road, East Lake New Technology Development Zone, Wuhan; Postal Code: 430205 (if registered by letter, please mark ” Wuhan Jingce Electronic Group Co.Ltd(300567) the first extraordinary general meeting of shareholders in 2022″ on the envelope).
4. Note: shareholders and shareholders’ agents attending the meeting should bring the original of relevant certificates to the meeting in the first half of the meeting
5. Contact information
Contact: Liu Bing, Hua Cheng Min
Tel: 027-87671179
Contact Fax: 027-87671179
mail box: [email protected].
Contact address: No. 22, liufangyuan South Road, Donghu New Technology Development Zone, Wuhan
Post code: 430205
6. Other precautions
(1) The meeting lasts for half a day, and the transportation, board and lodging expenses of the participants shall be borne by themselves.
(2) Handling method of abnormal conditions of online voting system: during online voting, if the online voting system is affected by major emergencies, the process of this shareholders’ meeting shall be carried out according to the notice of the same day.
5、 Specific operation process of participating in online voting
The company provided online voting platform for shareholders at the shareholders’ meeting, and 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.
6、 Documents for future reference
1. Resolutions of the Wuhan Jingce Electronic Group Co.Ltd(300567) 41st meeting of the third board of directors; 2. Other documents required by Shenzhen Stock Exchange.
Annex I. online voting operation process
Annex II: power of attorney of the general meeting of shareholders
Annex III Registration Form of shareholders attending the meeting
It is hereby notified.
Wuhan Jingce Electronic Group Co.Ltd(300567) Annex I of the board of directors on January 24, 2022
Online voting operation process
1、 Online voting program
1. Voting code: 350567; Voting abbreviation: “precision test voting”
2. Fill in the voting opinions or election votes
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 electoral votes of each proposal group they have, and the number of electoral votes cast by shareholders exceeds their own
