Fujian Oriental Silver Star Investment Co.Ltd(600753)
Materials of the second extraordinary general meeting of shareholders in 2022 Stock Code: 600753
Stock abbreviation: Fujian Oriental Silver Star Investment Co.Ltd(600753)
Time: January 22, 2022
catalogue
Notes to the general meeting of shareholders 1 part I agenda of the second extraordinary general meeting of shareholders in 2022 2. Matters to be considered in the second part of the meeting 3 proposal 1 proposal on large amount provision for bad debts of other receivables three
Proposal 2 proposal on the prediction of daily connected transactions in 2022 five
Proposal 3 proposal on Directors’ allowance of the eighth board of Directors thirteen
Proposal 4 proposal on the allowance of supervisors of the eighth board of supervisors fourteen
Notice to shareholders’ meeting
In order to fully respect the majority of shareholders of Fujian Oriental Silver Star Investment Co.Ltd(600753) (hereinafter referred to as “the company”), safeguard the legitimate rights and interests of investors and ensure the normal order and efficiency of the general meeting of shareholders, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the company constitution, the rules of procedure of the general meeting of shareholders and other relevant provisions, The instructions for this shareholders’ meeting are as follows:
1、 The general meeting of shareholders has a secretariat, which is specifically responsible for the convening of the general meeting and other related matters.
2、 During the convening of the general meeting of shareholders, it shall earnestly perform its legal duties on the principle of safeguarding the legitimate rights and interests of shareholders and ensuring the normal order and efficiency of the general meeting.
3、 Shareholders attending the meeting shall enjoy the right to speak, question, vote and other rights according to law. At the same time, they must earnestly perform their legal obligations and shall not infringe on the rights and interests of other shareholders or disturb the meeting procedures.
4、 Shareholders and their proxies who request to speak shall speak in accordance with the agenda of the meeting and with the permission of the chairman of the meeting. When more than one shareholder and shareholder’s agent request to speak at the same time, the one who raises his hand first shall speak; When the order cannot be determined, the host shall designate the speaker. During the meeting, only shareholders and their agents are allowed to speak or ask questions. The speeches or questions of shareholders and their agents shall focus on the topics of the meeting, be concise and concise, and the time shall not exceed 3 minutes.
5、 When shareholders and their proxies request to speak, they shall not interrupt the report of the meeting reporter or the speeches of other shareholders and their proxies. When voting at the general meeting of shareholders, shareholders and their proxies will no longer speak. If shareholders and their agents violate the above provisions, the chairman of the meeting has the right to refuse or stop them.
6、 After the voting procedure of the meeting, the voting of shareholders and their proxies who enter the meeting shall be invalid. Shareholders and their proxies who exit before entering the voting procedures, if entrusted, shall be handled in accordance with the relevant provisions on entrusted agency. After the voting procedures of the general meeting of shareholders are completed, the votes submitted by shareholders and their agents will be deemed invalid. 7、 Shareholders and their proxies attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. The votes that are not filled in, wrongly filled in, illegible and not cast shall be deemed as the voters’ waiver of voting rights, and the voting results of their shares shall be counted as “waiver”.
9、 In order to ensure the seriousness and normal order of the general meeting of shareholders, the company has the right to refuse other persons to enter the meeting place in accordance with the law, except the shareholders and their agents, the company’s directors, supervisors, senior managers, employed lawyers and those invited by the board of directors.
10、 The matters to be passed and the voting results of this general meeting of shareholders shall be carried out through legal procedures, which shall be witnessed by the hired lawyer and issued legal opinions.
Fujian Oriental Silver Star Investment Co.Ltd(600753) January 22, 2022 part I agenda of the second extraordinary general meeting of shareholders in 2022
1、 On site meeting time: 14:30 PM, January 22, 2022
2、 Venue of the on-site meeting: conference room on the 30th floor, building 1, Zhonggeng global creative center, No. 166 Minhong Road, Minhang District, Shanghai
3、 On site meeting host: Chairman
4、 On site meeting minutes: Secretary of the board of directors
5、 Agenda of the conference:
(I) attendance of participants (14:00-14:25 PM)
(II) announce the beginning of the meeting and read out the number of shareholders and shareholder representatives, the number of representative shares and other participants
(III) read out the instructions to the meeting
(IV) review the proposals of the conference:
1. Proposal on large amount provision for bad debts of other receivables
2. Proposal on prediction of daily connected transactions in 2022
3. Proposal on director’s allowance of the 8th board of directors
4. Proposal on supervisor’s allowance of the 8th board of supervisors
(V) all shareholders elect two shareholder representatives and one supervisor representative to be jointly responsible for vote counting and supervision
(VI) on site shareholders and their representatives speak and vote on the proposal of the general meeting
(VII) adjourn the meeting, collect votes, count votes and voting results
(VIII) announcement of voting results
(IX) witness the lawyer to read out the legal opinion
(x) read out the resolutions of the general meeting of shareholders and sign the resolutions of the meeting and other relevant documents
（11） Speech by independent directors
（12） Speech by the chairman of the board of supervisors
（13） Chairman’s speech
Part II matters to be considered at the meeting
Proposal 1 proposal on large amount provision for bad debts of other receivables
Dear shareholders
Fujian Oriental Silver Star Investment Co.Ltd(600753) (hereinafter referred to as “the company”) held the second interim meeting of the eighth board of directors on January 28, 2022, deliberated and adopted the proposal on large amount provision for bad debts of other receivables, and agreed that the company should, in accordance with the accounting standards for business enterprises and relevant accounting policies, The provision for bad debts of other receivables of crude oil business of Ningbo Xinggeng Supply Chain Management Co., Ltd. (hereinafter referred to as “Ningbo xinggeng”), a wholly-owned subsidiary, needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation. The company’s provision for bad debts of other receivables is hereby announced as follows:
1、 Summary of bad debt provision for other receivables this time
On January 26, 2022, the company disclosed the announcement of Fujian Oriental Silver Star Investment Co.Ltd(600753) on major litigation and risk warning by wholly-owned subsidiaries (Announcement No.: 2022-006). Because Shanghai Nanying Petrochemical Co., Ltd. failed to actually fulfill the delivery obligation and refused to return the purchase price paid by Ningbo Xinggeng Supply Chain Management Co., Ltd. of 55.2408 million yuan, Ningbo xinggeng has filed a lawsuit with Shanghai Fengxian District People’s court and submitted an application for property preservation. As of the disclosure date of this announcement, the case has been accepted and has not yet been heard.
Although Ningbo xinggeng has filed a lawsuit with the people’s Court on the return of the above purchase money, there is significant uncertainty and impairment risk in the recovery of the amount involved in the lawsuit. According to the current litigation situation, the results of property preservation implemented by the court on the defendant, combined with the professional judgment of litigation lawyers, in order to truly and accurately reflect the company’s financial situation and operating results, the company plans to withdraw bad debt reserves for other receivables of raw oil business in accordance with the relevant requirements of accounting standards for business enterprises and the principle of prudence.
2、 Principle and amount of bad debt calculation this time
1. In order to accurately reflect the nature of the amount involved, the company has converted the prepayment brought a lawsuit into other receivables, evaluated the credit risk of other receivables with significantly different credit risk, and measured the loss reserves according to the amount equivalent to the expected credit loss in the whole duration.
2. According to the above loss accrual principle, the company has conducted relevant impairment tests on prepayments, other accounts receivable and inventories, and communicated with the annual audit accountant to confirm that it plans to withdraw the bad debt provision of other receivables involved in litigation of the company in 2021, amounting to RMB 52.5113 million.
3、 Impact on the profit and loss of the company’s consolidated statements
The impairment loss of the above company, excluding the income tax factor, will correspondingly reduce the net profit attributable to the owners of the parent company in the consolidated statements of the company in 2021 by 52.5113 million yuan. The impairment amount withdrawn by the company this time has not been audited by an accounting firm, and the final data shall be subject to the company’s 2021 annual audit report.
4、 Notes of the board of directors on the company’s provision for bad debts
The Audit Committee believes that the company’s provision for bad debts of other receivables is based on the principle of prudence, complies with the relevant provisions of the accounting standards for business enterprises and the company’s financial management system, can objectively and fairly reflect the company’s financial status and operating results, and is conducive to providing investors with more authentic, reliable and accurate accounting information, There is no situation that damages the interests of the company and shareholders.
The board of Directors believes that according to the accounting standards for business enterprises and relevant accounting policies, the company’s provision for bad debts of other receivables this time conforms to the actual situation of the company and relevant accounting policies, can more fairly reflect the asset status of the company, help to provide more authentic and reliable accounting information, and there is no damage to the interests of the company and small and medium-sized investors, Relevant decision-making procedures are legal and compliant. Agree to withdraw the bad debt provision for other receivables this time. 5、 Independent opinions of independent directors on withdrawing bad debt reserves
The company’s large amount of bad debt provision for other receivables is based on the principle of prudence, in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company’s assets. After the provision for impairment is made, the company’s financial situation can be more fairly reflected, which is conducive to the standardized operation of the company. The provision for impairment this time complies with the provisions of the Listing Rules of Shanghai Stock Exchange and the articles of association, and there is no damage to the interests of the company and shareholders. It is agreed to withdraw the provision for bad debts of other receivables this time.
6、 Opinions of the board of supervisors on withdrawing bad debt reserves
According to the accounting standards for business enterprises and relevant accounting policies, the company’s provision for credit impairment of other receivables this time conforms to the actual situation of the company and relevant accounting policies, can more fairly reflect the asset status of the company, help to provide more authentic and reliable accounting information, there is no damage to the interests of the company and small and medium-sized investors, and the relevant decision-making procedures are legal and compliant. Agree to withdraw the bad debt provision for other receivables this time.
Please consider it.
Proposal 2 proposal on the prediction of daily connected transactions in 2022
Dear shareholders
According to the needs of the company’s production and operation, the company has estimated the daily related party transactions in 2022, as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
1. Voting of the board of directors and withdrawal of related directors
On January 28, 2022, the second meeting of the eighth board of directors of Fujian Oriental Silver Star Investment Co.Ltd(600753) (hereinafter referred to as “the company”) passed the proposal on the prediction of daily connected transactions in 2022 by 8 votes for, 0 against and 0 abstention. Mr. Liang Yanfeng, a related director, avoided voting, and the independent director expressed independent opinions on this matter.
This transaction must be approved by the general meeting of shareholders, and the affiliated shareholder Zhonggeng Real Estate Group Co., Ltd. (hereinafter referred to as “Zhonggeng group”) must avoid voting.
This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and this related party transaction does not need to be approved by relevant departments.
2. Prior approval opinions of independent directors
The independent directors believe that the related party transaction complies with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, the transaction price is fair and reasonable, and there is no damage to the interests of the company and minority shareholders. They agree to submit the proposal to the board of directors for deliberation.
3. Independent opinions of independent directors
The independent directors believe that: (1) the company is mainly engaged in bulk trade supply chain business, the main business continues to develop stably, and the company and related parties are related party transactions that continue to occur based on the needs of normal daily business activities. Through this connected transaction, the company is conducive to promoting the development of the company’s trade business, enhancing the company’s main business capacity, increasing the company’s operating income and improving the rights and interests of all shareholders of the company. The related party transaction is fair and beneficial to the company and all shareholders. (2) The related party transaction refers to the market price and follows the pricing principles of fairness, impartiality, openness and rationality. The pricing is fair and will not have an adverse impact on the company’s financial status and operating results, affect the independence of the company, and do not damage the interests of the company and shareholders. (3) During the deliberation of this matter, Mr. Liang Yanfeng, a related director, avoided voting, and the voting procedure was legal and effective, in line with the relevant provisions of the company law, the articles of association and the measures for the administration of related party transactions of the company. Therefore, we unanimously agree on the expected matters of this connected transaction.
4. Review opinions of the board of supervisors and withdrawal of related supervisors
The board of supervisors believes that the estimated amount of the company’s daily related party transactions in 2022 is reasonably predicted in advance according to the actual transactions in the company’s daily production and operation process, which will not have a significant adverse impact on the company’s current and future financial status and operating results, and will not rely on related parties due to such related party transactions. The estimation of relevant daily connected transactions in 2022 follows the market trading principle of “openness, fairness and impartiality”, performs the necessary procedures, complies with the requirements of relevant national laws and regulations and the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and conforms to the interests of the company and all shareholders.
This proposal involves connected transactions, and Mr. Lin Weiqun, the connected supervisor, has avoided voting. The second meeting of the 8th board of supervisors passed the proposal on the prediction of daily connected transactions in 2022 by 2 votes in favor, 0 against and 0 abstention, and unanimously agreed to submit the proposal to the general meeting of shareholders for deliberation and voting.
5. Audit opinions of the audit committee of the board of directors
The Audit Committee believes that the estimated amount of the company’s daily connected transactions in 2022 is a reasonable prediction made in advance according to the actual transactions in the company’s daily production and operation process, follows the market transaction principle of “openness, fairness and impartiality”, performs necessary procedures, and complies with relevant national laws The requirements of the regulations and the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange will not adversely affect the independence of the company and are in the interests of the company and all shareholders. Unanimously agree on the proposal on the prediction of daily connected transactions in 2022.
(II) previous daily closing
