Materials of the first extraordinary general meeting of shareholders in 2022
six hundred and three thousand three hundred and thirty-three
Materials of the first extraordinary general meeting of shareholders in 2022 February 2022
Information and agenda of the first extraordinary general meeting of shareholders in 2022
Agenda of the first extraordinary general meeting of shareholders in 2022
On site meeting time: 14:30 PM, February 9, 2022
Online voting time: the voting time through the trading system voting platform is the trading time period on the day of the shareholders’ meeting, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
Venue of on-site meeting: conference room Sunway Co.Ltd(603333) No. 18 Yingbin Avenue, Leshan high tech Zone, Sichuan Province
Meeting mode: combination of on-site open voting and online voting
Moderator: Li Guangsheng, chairman of the company
Main agenda of the meeting:
1、 Qualification examination of participating shareholders
All registered shareholders of the company or their proxies are entitled to attend the general meeting of shareholders. Shareholders shall present their identity cards or other valid certificates or certificates to attend the general meeting of shareholders. The proxy shall also submit the power of attorney of the shareholder and his / her valid ID card.
2、 Meeting sign in
3、 The moderator declared the meeting open
(I) introduce the shareholders and shareholder representatives of the company attending the meeting and the total number of shares represented, as well as the directors, supervisors, senior executives and special invitees of the company attending the meeting.
(II) introduce the topics and voting methods of the meeting.
(III) elect vote counters and scrutineers for the statistics of voting results.
4、 Deliberating proposals item by item
No. proposal content reporter
1. Proposal on signing the investment agreement of new energy southwest manufacturing base project Li Guangsheng
2. Proposal on signing the joint venture Li Guangsheng agreement on the establishment of Sichuan Haichuang Shangwei New Energy Technology Co., Ltd
Information and agenda of the first extraordinary general meeting of shareholders in 2022
5、 Voting and other matters
(I) the voting method of this meeting shall be in accordance with the provisions of the articles of association. The shareholders and shareholder representatives attending the meeting shall vote on the proposal in writing.
(II) summarize the voting situation and announce the voting results.
(III) the chairman, directors, supervisors and Secretary of the board of directors present at the meeting shall sign the minutes and resolutions of the meeting. (IV) the witness lawyer gave witness opinions on the shareholders’ meeting.
6、 The moderator declared the meeting closed.
Board of directors January 25, 2002
Proposal on signing the investment agreement of new energy southwest manufacturing base project, shareholders and shareholder representatives:
Sunway Co.Ltd(603333) (hereinafter referred to as “the company” and ” Sunway Co.Ltd(603333) “) signed the new energy southwest manufacturing base project investment agreement (hereinafter referred to as “the investment agreement”) with Leshan Municipal People’s government, Leshan high tech Industrial Development Zone Management Committee and China conch venture Holdings Co., Ltd. (hereinafter referred to as “conch venture”) on January 14, 2022, It is proposed to invest in the construction of “new energy southwest manufacturing base project” in Leshan high tech Zone, Sichuan Province. The specific conditions are as follows: I. overview of foreign investment
On January 14, 2022, the company signed the investment agreement of new energy southwest manufacturing base project with Leshan Municipal People’s government, Leshan high tech Industrial Development Zone Management Committee and conch venture, and planned to invest in the construction of “new energy southwest manufacturing base project” in Leshan high tech Zone, Sichuan Province.
This investment of the company does not involve related party transactions and does not constitute a major asset reorganization.
2、 Main contents of the agreement
Party A: Leshan Municipal People’s Government
Party B: Leshan high tech Industrial Development Zone Management Committee
Party C: China conch venture Holding Co., Ltd
Party D: Sunway Co.Ltd(603333)
In accordance with the current laws, regulations and policies of the people’s Republic of China and the relevant support policies of Leshan City, Party A, Party B, Party C and Party D have reached the following agreement on matters related to the project of building a new energy southwest manufacturing base in Leshan through a joint venture of Party C and Party D through its wholly-owned subsidiary or holding subsidiary through full consultation and based on the principles of win-win cooperation and complementary advantages: 1 Project investment overview
(1) Project construction content: build a new energy southwest manufacturing base in Leshan, Sichuan. Phased construction of the project: the first phase starts the production line of negative electrode materials for power energy storage batteries with an annual output of 40000 tons and the project of R & D and office supporting facilities, with an estimated investment of 1.6 billion yuan.
(2) Project location: the project is located in Leshan high tech Zone, and the parcel of land is industrial land.
(3) Project construction period: the first phase of the project starts construction within 1 month after obtaining the land and handling the construction permit, and the construction period is 18 months.
2. Party A and Party B shall give relevant rewards to Party C and Party D according to the agreement.
3. Party C and Party D promise to complete the relevant indicators agreed in the agreement.
4. Liability for breach of contract
Party A, Party B, Party C and Party D shall actively perform this agreement. If Party A and Party B violate the agreement, fail to deliver the land according to the time determined by the four parties, or the project commencement is delayed or cannot be normally prepared due to the lack of infrastructure such as water and electricity, Party A and Party B shall postpone the preferential policy period enjoyed by Party C and party D. if the delay exceeds one year, Party C Party D has the right to terminate this agreement. If Party C and Party D fail to meet the provisions of this Agreement (i.e. the project fails to substantially start construction due to the reasons of Party C and Party D within two years after the agreement takes effect), Party A and Party B have the right to cancel the relevant incentive and support policies given to Party C and Party D for the project, and have the right to terminate this Agreement and require Party C Party D unconditionally recovers the corresponding reward and subsidy funds it has enjoyed.
If this agreement cannot be performed further due to force majeure, this Agreement shall be terminated automatically and the liability for breach of contract of each party shall be exempted. In case of adjustment of national laws, regulations and policies or major changes in the international Chinese market, the four parties can negotiate separately.
5. Dispute resolution
Any dispute arising from the execution of this Agreement shall be settled by the disputing parties through negotiation. If the negotiation fails, it may be submitted to the people’s court with jurisdiction.
6. This Agreement shall come into force after being signed and sealed by the legal representatives, principals or entrusted agents of all parties and approved by the corresponding internal decision-making procedures of all parties. This agreement is signed in Leshan, Sichuan, China. This agreement is made in twelve copies, three for each party.
3、 Impact on Listed Companies
1. The company’s new energy southwest manufacturing base project is conducive to make full use of the advantages of all partners, jointly expand the new energy material market, combine the advantages of partners in capital, new energy industry technology and other aspects, and take advantage of the resource advantages of Leshan government and Leshan high tech Zone Management Committee to promote the optimization of the company’s investment structure, improve investment income and contribute to the company’s health Providing guarantee for sustainable development is in line with the company’s long-term development plan and the interests of all shareholders.
2. This investment does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. The performance of this agreement will not affect the business independence of the company.
It is hereby submitted to the general meeting of shareholders of the company for deliberation.
Board of directors January 25, 2002
Material proposal II of the first extraordinary general meeting of shareholders in 2022
Sunway Co.Ltd(603333)
Proposal on signing the joint venture agreement on the establishment of Sichuan Haichuang Shangwei New Energy Technology Co., Ltd
Shareholders and shareholder representatives:
Sunway Co.Ltd(603333) (hereinafter referred to as “the company” and ” Sunway Co.Ltd(603333) “) signed the joint venture agreement on the establishment of Sichuan Haichuang Shangwei New Energy Technology Co., Ltd. with China conch venture Holdings Co., Ltd. (hereinafter referred to as “conch venture”) on January 14, 2022. The specific circumstances are as follows:
1、 Overview of foreign investment
(I) basic information of foreign investment
On January 14, 2022, the company signed the investment agreement of new energy southwest manufacturing base project (hereinafter referred to as the “investment agreement”) with Leshan Municipal People’s government, Leshan high tech Industrial Development Zone Management Committee and conch venture, and plans to invest in the construction of “new energy southwest manufacturing base project” in Leshan high tech Zone, Sichuan Province.
On the same day, the company and conch venture signed the joint venture agreement on the establishment of Sichuan Haichuang Shangwei new energy science and Technology Co., Ltd. with respect to the investment and construction of the first phase of the 40000 ton project (hereinafter referred to as the “investment project”) of the 200000 ton power energy storage battery cathode material integration project in the above investment agreement, It is proposed to jointly contribute to the establishment of a joint venture to operate the investment project.
(II) this investment of the company does not involve related party transactions and does not constitute a major asset reorganization.
2、 Basic information of counterparty
(I) the company has conducted necessary due diligence on the basic situation of conch entrepreneurship and its performance ability, and there is no relationship between the counterparty and the company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc. (II) basic information of the counterparty
1. Company Name: China conch venture Holding Co., Ltd
2. Authorized / registered share capital: 150000000 HKD
3. Registry: Cricket square, Hutchins drive, P.O. Box 2681, Grand Cayman ky1-1111 Cayman Islands
4. Business scope: mainly carry out collaborative disposal of industrial solid and hazardous wastes in cement kilns, manufacturing of energy-saving equipment and new
Material proposal II of the first extraordinary general meeting of shareholders in 2022
Energy anode and cathode materials, lithium battery recycling, port logistics and new building materials business.
5. Equity structure: conch venture has no actual controller, and the largest shareholder is Anhui Conch Venture Capital Co., Ltd.
The main shareholders of Anhui Conch Venture Capital Co., Ltd. are as follows:
Serial number shareholder name shareholding ratio (%)
1. Trade union membership of Anhui Conch Group Co., Ltd. 82.93%
2 trade union committee of Anhui Ningguo Cement Plant 6.67%
3 Anhui Baimashan cement plant trade union committee 5.45%
4 Wuhu Conch Profiles And Science Co.Ltd(000619) trade union committee 2.05%
6. Main financial indicators of the latest year: as of December 31, 2020, conch entrepreneurship had total assets of 54327572000 yuan and net assets of 3856498500 yuan; In 2020, the operating income of conch entrepreneurship was 6604.573 million yuan and the net profit was 7617.627 million yuan.
7. Main business and development status: conch venture was listed on the main board of the stock exchange of Hong Kong on December 19, 2013 (Stock Code: 00586. HK). It is a large enterprise group providing “package” solutions for energy conservation and environmental protection. Its industry involves four categories: energy conservation, environmental protection, new building materials and port logistics. Its business covers domestic waste treatment, solid and hazardous waste disposal Black and smelly water treatment, new energy anode and cathode materials, lithium battery recycling, new building materials, port trade, waste heat power generation, high-efficiency and energy-saving vertical mill, etc. Since its listing, conch entrepreneurship has seized the opportunity of green development vigorously promoted by the state, and the main industry of environmental protection has been continuously upgraded in the transformation. It has formed a two wheel drive of two core environmental protection technologies: grate furnace domestic waste incineration power generation and cement kiln collaborative disposal of industrial solid and hazardous wastes. The industry has moved from China to the world and is in a leading position in the environmental protection industry. Conch venture has a large-scale energy-saving and environmental protection technology R & D and equipment manufacturing base in Wuhu, Anhui Province. It is engaged in the R & D and production of waste incineration treatment, solid waste and hazardous waste environmental protection equipment and supporting auxiliary facilities, and provides integrated services for project investment, design, complete equipment, construction, installation and operation management. Conch entrepreneurship takes the environmental protection industry as the main body, actively arranges the field of new energy, and invests in the construction of 500000 ton / year lithium iron phosphate cathode material project and China’s first set of CKB lithium battery recycling project in Wuhu Economic and Technological Development Zone. By the end of 2020, conch entrepreneurship had more than 170 subsidiaries, more than 5400 employees and total assets of more than 54 billion yuan. It has become one of the leading enterprises in China’s environmental protection industry. 3、 Basic information of investment object
(I) basic information of the proposed joint venture
1. Company Name: Sichuan Haichuang Shangwei New Energy Technology Co., Ltd. (the final name approved by the industrial and commercial department shall prevail)
Materials of the first extraordinary general meeting of shareholders in 2022
