Nanjing Chervon Auto Precision Technology Co.Ltd(603982)
The second extraordinary general meeting of shareholders in 2022
Meeting materials
Nanjing, China
February, 2002
Nanjing Chervon Auto Precision Technology Co.Ltd(603982)
Materials of the second extraordinary general meeting of shareholders in 2022
catalogue
1、 Agenda of the second extraordinary general meeting of shareholders in 2022 3 II. Notes to the second extraordinary general meeting of shareholders in 2022 5 III. proposal of the second extraordinary general meeting of shareholders in 2022 seven
Proposal on non-public offering of A-Shares of the company seven
Proposal 2: proposal on adjusting the company's non-public offering of A-Shares eight
2.01 type and par value of shares issued 8.2.02 issuing method and time 8.2.03 issuing object and subscription method 8.2.04 number of issues 9.2.05 pricing base date, issue price and pricing principle 9.2.06 amount and purpose of raised funds 10.2.07 restricted period 11.2.08 arrangement of the company's accumulated undistributed profits before this issuance 11.2.09 place of listing 11.2.10 validity period of the resolution eleven
Proposal 3: proposal on the company's plan for non-public offering of A-Shares (Revised Version) 12 proposal 4: proposal on signing a conditional share subscription agreement between the company and specific objects thirteen
Proposal 5: proposal on related party transactions involved in the company's non-public offering of A-Shares 14 proposal 6: feasibility report on the use of funds raised by the company's non-public issuance of A-Shares (Revised)
(version) 15 proposal 7: proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the non-public offering of A-Shares seventeen
Nanjing Chervon Auto Precision Technology Co.Ltd(603982)
Agenda of the second extraordinary general meeting of shareholders in 2022
On site meeting time: 14:00 PM, February 15, 2022 (Tuesday)
Online voting time: February 15, 2022 (Tuesday)
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, 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: 101 lecture hall Nanjing Chervon Auto Precision Technology Co.Ltd(603982) No. 159, Jiangjun Avenue, Jiangning District, Nanjing
Convener: Board of directors
Moderator: Mr. Pan Longquan, chairman
Participants: qualified shareholders or their authorized clients, directors, supervisors, senior managers, witness lawyers and other personnel of the company
Agenda:
1、 Sign in time: 13:30-14:00, participants sign in and receive meeting materials; The shareholder and the shareholder's agent shall submit the identification materials (power of attorney, copy of business license, copy of ID card, shareholding certificate, etc.) and receive the voting ticket at the same time.
2、 The moderator declared the meeting open.
3、 The host shall report the number of shareholders attending the meeting and the number of shares represented, and introduce the directors, supervisors, senior managers and representatives of intermediaries attending the meeting.
4、 The Secretary of the board of directors read out the instructions for the shareholders' meeting.
5、 Elect the vote counter and scrutineer of the meeting.
6、 Deliberating various proposals:
1. Proposal on the company's compliance with the conditions for non-public development of a shares
2. Proposal on adjusting the company's non-public development of A-share scheme
2.01 types and par value of issued shares
2.02 issuing method and time
2.03 issuing object and subscription method
2.04 issue quantity
2.05 pricing base date, issue price and pricing principles
2.06 quantity and purpose of raised funds
2.07 sales restriction period
2.08 arrangement for accumulated undistributed profits of the company before this issuance
2.09 place of listing
2.10 validity period of resolution
3. Proposal on the company's plan for non-public development of A-Shares (Revised Draft)
4. Proposal on signing a conditional share subscription agreement between the company and specific objects
5. Proposal on related party transactions involving non-public development of A-Shares of the company
6. Proposal on the feasibility report (Revised Version) on the use of funds raised from non-public Development Bank A shares of the company
7. Proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the non-public development of a shares
7、 Answer the questions of shareholders and their representatives.
8、 Shareholders deliberated and voted on the above proposals.
9、 The counting and scrutinizing personnel shall count the on-site voting.
10、 The scrutineer read out the on-site voting results.
11、 The lawyer read out the assurance opinions on the on-site situation of the shareholders' meeting.
12、 Sign the resolutions and minutes of the second extraordinary general meeting of shareholders in 2022.
13、 The moderator announced the end of the second extraordinary general meeting of shareholders in 2022.
Nanjing Chervon Auto Precision Technology Co.Ltd(603982)
The second extraordinary general meeting in 2022
In order to safeguard the legitimate rights and interests of the majority of investors and ensure the normal order and efficiency of the general meeting of shareholders, the company, in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the Listing Rules of Shanghai Stock Exchange and the Nanjing Chervon Auto Precision Technology Co.Ltd(603982) articles of Association (hereinafter referred to as the "articles of association") and other relevant laws These instructions are formulated by laws, regulations and normative documents, and all personnel attending the general meeting of shareholders should consciously abide by them.
1、 Please publish it on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 29, 2022 in accordance with the notice of the shareholders' meeting The time and registration method specified in the notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-015) shall go through the procedures for participating in the meeting. If the supporting documents are incomplete and the procedures are incomplete, the participants shall not participate in the meeting.
2、 The general meeting of shareholders has a secretariat, and the Secretary of the board of directors of the company is responsible for the procedural arrangement and affairs of the meeting.
3、 This general meeting of shareholders is held by combining online voting and on-site meeting. Shareholders participating in online voting shall abide by the relevant rules of Shanghai Stock Exchange on online voting.
The voting at the on-site meeting shall be conducted by open ballot. The shareholders attending the on-site meeting or their entrusted agents shall fill in the voting ticket after deliberating the proposal.
4、 Shareholders (or shareholders' agents) attending the meeting enjoy the right to speak, vote and other rights, and perform their legal obligations and abide by relevant rules. During the general meeting, if the shareholders prepare to speak in advance, they shall put forward it when going through the registration formalities of the meeting and fill in the consultation form for shareholders' speech; During the convening of the general meeting of shareholders, if the shareholders request to speak temporarily or raise questions on relevant issues, they shall register with the Secretariat of the general meeting, fill in the inquiry form for shareholders' speech, and carry out it only with the permission of the chairman of the general meeting. If more than one shareholder requests to speak at the same time, the host of the meeting shall arrange the speaking order.
5、 When speaking, shareholders shall first report their identity as shareholders, the units they represent and the number of shares they hold in the company. In order to ensure the high efficiency of the meeting, each shareholder's speech should be concise and clear. The speech content should focus on the topics of the shareholders' meeting. In principle, the speech time of each shareholder should not exceed 5 minutes. The chairman may refuse or stop the shareholder's speech in violation of the provisions of the preceding paragraph. The chairman may arrange the directors, supervisors and other senior managers of the company to answer the questions of shareholders. If the questions have nothing to do with the topics of the shareholders' meeting or will disclose the company's business secrets or may damage the common interests of the company and shareholders, the chairman of the meeting or the relevant personnel designated by him shall have the right to refuse to answer. 6、 In order to ensure the seriousness and normal order of the general meeting of shareholders and effectively safeguard the legitimate rights and interests of shareholders attending the meeting, the company has the right to refuse the admission of other personnel except shareholders, directors, supervisors, senior managers, lawyers and those invited by the board of directors.
7、 In order to ensure the order of the venue, please turn off the mobile phone or turn it to the vibration state after entering the venue. Personal recording, photographing and video recording are not allowed. The staff have the right to stop the acts that interfere with the normal order of the meeting, make trouble and infringe on the legitimate rights and interests of shareholders, and report to the relevant departments for investigation and punishment in time.
8、 This general meeting of shareholders provides two voting methods: on-site voting and online voting. For the same share, only one of on-site voting or online voting can be selected, and repeated voting is not allowed. If the same share is voted repeatedly through on-site or online means, the first voting result shall prevail.
The on-site voting of the general meeting of shareholders adopts the method of open ballot. Shareholders exercise their voting rights according to the number of voting shares they hold, and each share has one vote. When voting, shareholders shall choose any one of the three items of "agree", "oppose" and "abstain" under each proposal in the "voting" and mark it with "√". If they do not choose or choose more than one, the voting shall be deemed as "abstain".
If the shareholders and their proxies attending the on-site meeting have registered the meeting and received the voting votes, but have not voted, it shall be deemed that the shareholders or their proxies have automatically waived their voting rights, and their voting rights shall be waived when counting the voting results.
9、 A total of 7 proposals were considered at the shareholders' meeting, all of which were special resolution proposals.
10、 The witness lawyer of this meeting is the lawyer of Shanghai Branch of Beijing Jiayuan law firm.
Proposal 1:
Nanjing Chervon Auto Precision Technology Co.Ltd(603982)
Proposal on the company meeting the conditions for non-public offering of a shares
Shareholders and shareholder representatives:
In order to promote the sustainable and stable development of Nanjing Chervon Auto Precision Technology Co.Ltd(603982) (hereinafter referred to as the "company"), the company plans to issue non-public domestic listed RMB common shares (A shares) to specific objects (hereinafter referred to as "this offering" or "this non-public offering").
According to the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public development of shares by listed companies, the Q & A on issuance supervision - regulatory requirements on guiding and standardizing the financing behavior of listed companies (revised version), the company is confirmed to comply with the current laws and regulations through item by item self inspection Qualifications and conditions for non-public offering of domestic listed RMB common shares (A shares) to specific objects as stipulated by laws and regulations. This proposal has been deliberated and approved at the 22nd Meeting of the second board of directors and the 18th meeting of the second board of supervisors, and is now submitted to the general meeting of shareholders of the company for deliberation.
The shareholders of this proposal, Quanfeng Precision Technology Holding Co., Ltd. (hereinafter referred to as "Quanfeng precision") and Quanfeng (China) Investment Co., Ltd. (hereinafter referred to as "Quanfeng China investment") avoided voting. All shareholders and their representatives are invited to deliberate.
Nanjing Chervon Auto Precision Technology Co.Ltd(603982) proposal 2 of the meeting of the board of directors on February 15, 2022:
Nanjing Chervon Auto Precision Technology Co.Ltd(603982)
Proposal on adjusting the company's non-public offering of a shares
Shareholders and shareholder representatives:
The company held the 21st Meeting of the second board of directors and the 17th meeting of the second board of supervisors on December 29, 2021, and the first extraordinary general meeting of shareholders in 2022 on January 14, 2022, which deliberated and adopted relevant proposals such as the proposal on the company's non-public development and issuance of a shares. In view of the current actual situation of the company and the changes in the market environment, after careful consideration, the company, in accordance with the provisions of relevant laws, regulations and normative documents, such as the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public development of shares by listed companies, and the Q & A on issuance supervision - regulatory requirements on guiding and regulating the financing behavior of listed companies (Revised Version), Adjust the issuance plan of this non-public offering. The specific contents of the adjusted scheme are as follows:
1、 Type and par value of issued shares
The type of shares in this non-public offering is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
2、 Issuing method and time
This non-public offering adopts the method of non-public offering to specific objects. The company will choose the opportunity to issue within the validity period of the approval of the China Securities Regulatory Commission (hereinafter referred to as "CSRC") on this non-public offering.
3、 Issuing object and subscription method
The objects of this non-public offering are no more than 35 (including 35) specific investors, including Quanfeng China investment. Among them, Quanfeng China investment plans to subscribe for the non-public offering in cash, the amount of which shall not exceed RMB 500 million (including this number), and the final number of shares subscribed by Quanfeng China investment shall not exceed 10% (including) of the total share capital of the company after the completion of this offering. The final subscription amount of Quanfeng China investment shall be determined by the supplementary agreement signed by Quanfeng China investment and the company after the issue price is determined.
Other issuing objects except Quanfeng China investment are securities investment fund management companies, securities companies, finance companies, asset management companies, insurance institutional investors, trust companies, qualified foreign institutional investors, RMB qualified foreign institutional investors and other qualified investors in accordance with laws and regulations. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object. As the issuing object, trust companies can only subscribe with their own funds.
Chuquanfeng
