Securities code: 000789 securities abbreviation: Jiangxi Wannianqing Cement Co.Ltd(000789) Announcement No.: 2022-11
Bond Code: 127017 bond abbreviation: Wanqing convertible bond
Jiangxi Wannianqing Cement Co.Ltd(000789)
Cancellation of the first extraordinary general meeting of shareholders in 2022
Propose and add the announcement of temporary proposal and supplementary notice of the 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 tips:
Jiangxi Wannianqing Cement Co.Ltd(000789) (hereinafter referred to as “the company”) held the second interim meeting of the ninth board of directors on January 25, 2022, The proposal on the stock option incentive plan for Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 (Draft) and its summary, the administrative measures for the implementation and assessment of the stock option incentive plan for Jiangxi Wannianqing Cement Co.Ltd(000789) 2022, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s stock option incentive plan for 2022, the proposal on convening the company’s first extraordinary general meeting in 2022 and other proposals were reviewed and approved, The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on February 24, 2022, which will be held on China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) on January 26, 2022 The announcement on the resolution of the second extraordinary meeting of the ninth board of directors, the resolution of the second extraordinary meeting of the ninth board of supervisors, the notice on convening the first extraordinary general meeting of shareholders in 2022, the stock option incentive plan (Draft) for Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 and the summary of stock option incentive plan (Draft) for Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 were disclosed. On February 7, 2022, the board of directors of the company received the letter on the proposal for the first extraordinary general meeting of shareholders of the new company in 2022 submitted by the controlling shareholder Jiangxi Cement Co., Ltd. (directly holding 42.58% of the shares of the company), Submit the new proposal “proposal on the company’s stock option incentive plan in 2022 (Revised Draft)” and its summary to the company’s first extraordinary general meeting in 2022 for deliberation.
According to the company law, the rules for the general meeting of shareholders of listed companies and the articles of association, shareholders who individually or jointly hold more than 3% of the company’s shares may put forward interim proposals and submit them to the convener in writing 10 days before the general meeting of shareholders. As of the date of this announcement, Jiangxi Cement Co., Ltd. has directly held 339553300 shares of Jiangxi Wannianqing Cement Co.Ltd(000789) shares, accounting for 42.58% of the total share capital. It has the legal qualification to put forward temporary proposals. The matters proposed to increase the temporary proposals comply with relevant regulations. The contents of the temporary proposals belong to the terms of reference of the general meeting of shareholders, with clear topics and specific resolutions, The proposal procedures and contents shall comply with the provisions of relevant laws, regulations and the articles of association. After the deliberation and approval of the third extraordinary meeting of the ninth board of directors held on February 8, 2022, the board of directors of the company agreed to submit the above proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation; At the same time, in view of the company’s amendment to the 2022 stock option incentive plan (Draft) and its summary, the board of directors agreed to cancel the proposal on the company’s 2022 stock option incentive plan (Draft) and its summary, which was originally submitted to the company’s first extraordinary general meeting in 2022, and other proposals remained unchanged.
In addition to the contents of the above cancellation proposal and the addition of temporary proposal, the time, place, method and equity registration date of the first extraordinary general meeting of shareholders in 2022 remain unchanged. The supplementary announcement on the company’s holding of the first extraordinary general meeting of shareholders in 2022 is as follows:
1、 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 board of directors of the company.
3. Legality and compliance of the meeting: the second extraordinary meeting of the ninth board of directors held on January 25, 2022 deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022. The convening and convening of the meeting comply with the provisions of relevant laws, regulations, rules and the articles of association.
4. Date and time of the meeting:
On site meeting time: 14:30, February 24, 2022
Online voting time: the specific time of online voting through the trading system of Shenzhen stock exchange is the trading time on February 24, 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 during 9:15-15:00 on February 24, 2022.
5. Convening method of the meeting: the shareholders’ meeting will hold an on-site meeting, which will adopt the combination of on-site voting and online voting. The company will provide shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. As of the afternoon of February 21, 2022 (equity registration date), all shareholders of the company registered in Shenzhen Branch of China depository and Clearing Co., Ltd. can exercise their voting rights through the above system during online voting time, or participate in the on-site general meeting of shareholders to exercise their voting rights. Only one of the on-site or online voting methods can be selected for the same voting right. In case of repeated voting of the same voting right, the first voting result shall prevail.
6. Equity registration date: February 21, 2022
7. Attendees:
(1) As of the afternoon of February 21, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. Shareholders who are unable to attend the meeting for some reason can entrust an agent to attend the meeting and vote. The agent of the shareholder does not have to be a shareholder of the company (see Annex 2 for the sample of power of attorney);
(2) Directors, supervisors and senior managers of the company;
(3) Lawyers employed by the company;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Venue of the on-site meeting: room 205, the second floor of the company in Jiangxi Wannianqing Cement Co.Ltd(000789) science and Technology Park, No. 399 Jingdong Avenue, high tech Development Zone, Nanchang City, Jiangxi Province.
2、 Matters considered at the meeting
remarks
Proposal code proposal name the ticked column can vote
Non cumulative voting proposal
About the company’s stock option incentive plan in 2022 (Revised Draft) > and its extract
1.00 √
Proposal to be
Notice on the management measures for the implementation and assessment of the company’s stock option incentive plan in 2022
2.00 √
Proposal
Proposal for the general meeting of shareholders to authorize the board of directors to handle the stock option incentive plan in 2022
3.00 √
Proposal on relevant matters
4.00 proposal on the company’s application for comprehensive credit and guarantee from the bank in 2022 √
1. The above-mentioned proposal 1 has been deliberated and approved at the third extraordinary meeting of the ninth board of directors and the third extraordinary meeting of the ninth board of supervisors, and proposals 2-4 have been deliberated and approved at the second extraordinary meeting of the ninth board of directors and the second extraordinary meeting of the ninth board of supervisors, and it is agreed to submit them to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
For details, please refer to the company’s publication in securities times, China Securities Journal and cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Relevant announcement contents.
2. The above proposals are special resolutions, which shall be adopted by more than two-thirds of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders. Proposals 1 to 3 will count the votes of small and medium-sized investors separately and disclose them publicly. 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 company. The shareholders who intend to be the incentive object of this incentive plan and the shareholders who are associated with the incentive object need to avoid voting on proposals 1 to 3.
3. According to the provisions of the measures for the administration of equity incentive of listed companies, when a listed company holds a general meeting of shareholders to review the equity incentive plan, independent directors shall solicit entrusted voting rights from all shareholders on the equity incentive plan. According to this provision, all independent directors unanimously agreed that Mr. Zhou Xuejun would issue a report on soliciting entrusted voting rights to solicit voting rights from all shareholders on the proposals 1.00, 2.00 and 3.00 considered by the general meeting of shareholders. For details, please refer to the company’s report on securities times, China Securities News and cninfo on the same day（ http://www.cn.info.com.cn./ ）Announcement on the report on public solicitation of entrusted voting rights by independent directors (Revised).
3、 Meeting registration method
1. Registration method: on-site registration, registration by letter or fax.
2. Registration time: February 22, 2022, 9:00-11:30 a.m. and 13:30-17:00 p.m
3. Registration place: Securities Department, room 225, company building, science and Technology Park, No. 399 Jingdong Avenue, high tech Development Zone, Nanchang, Jiangxi Province.
4. Registration procedures:
(1) At the closing of the market on the afternoon of February 21, 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. The agent of the shareholder may not be a shareholder of the company.
(2) The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative or entrusted agent attends the meeting, he / she shall go through the registration formalities with the certificate of legal representative, his / her ID card, the power of attorney issued by the legal representative (Annex 2), the copy of business license stamped with official seal and the account card of legal person shareholder.
(3) Natural person shareholders 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 (Annex 2), the principal’s shareholder account card and the principal’s ID card.
(4) Non local shareholders can register by letter or fax with the above relevant certificates (must be delivered or faxed to the company before 15:00 on February 23, 2022), but when signing in at the meeting, the ID card and power of attorney of the attendees must show the original. Do not accept telephone registration, fax registration, please send a fax and confirm by telephone. (5) Note: shareholders and shareholders’ agents attending the on-site meeting must bring the original of relevant certificates to the venue half an hour before the meeting.
4、 Specific operation process of participating in online voting
At this general meeting of shareholders, shareholders can vote through the trading system of Shenzhen Stock Exchange and the Internet voting system (address: http://wltp.cn.info.com.cn. ）See Annex 1 for the relevant matters and specific operation contents of voting and online voting.
5、 Other matters
Contacts: Peng Renhong, Yi Xuedong, Zhou Ruiqing
Tel: 0791-88120789
Fax: 0791-88160230
Email: [email protected].
Post code: 330096
Address: Securities Department, room 225, company building, science and Technology Park, No. 399 Jingdong Avenue, high tech Development Zone, Nanchang, Jiangxi
The on-site meeting lasts for half a day, and the transportation and accommodation expenses of the participants shall be borne by themselves.
6、 Documents for future reference
1. Jiangxi Wannianqing Cement Co.Ltd(000789) resolutions of the second interim meeting of the ninth board of directors and the third interim meeting of the ninth board of directors;
2. Jiangxi Wannianqing Cement Co.Ltd(000789) resolutions of the second interim meeting of the ninth board of supervisors and the third interim meeting of the ninth board of supervisors;
3. Other documents required by SZSE.
Jiangxi Wannianqing Cement Co.Ltd(000789) board of directors
February 8, 2022
Specific operation process of participating in online voting
At this shareholders’ meeting, the company will provide shareholders with an online voting platform. Shareholders of the company registered on the equity registration date can participate in online voting through the trading system of Shenzhen Stock Exchange or the Internet voting system.
1、 Network investment
