Securities code: 300586 securities abbreviation: Malion New Materials Co.Ltd(300586) Announcement No.: 2022-028 bond Code: 123057 bond abbreviation: Meilian convertible bond
Malion New Materials Co.Ltd(300586)
Notice on convening the second 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.
Malion New Materials Co.Ltd(300586) (hereinafter referred to as “the company”) is scheduled to hold the second extraordinary general meeting of shareholders in 2022 at 2:30 p.m. on Thursday, February 24, 2022. The meeting is held by combining on-site voting and online voting. The relevant matters are hereby notified as follows:
1、 Basic information of the meeting
1. Session: the second extraordinary general meeting of shareholders in 2022
2. Convener: Board of directors. The sixth meeting of the Fourth Board of directors deliberated and adopted the proposal on convening this general meeting of shareholders.
3. Legality and compliance of the meeting: the convening of the shareholders’ meeting 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: 2:30 pm on Thursday, February 24, 2022
(2) Online voting:
The specific time for 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;
Through the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The specific time of voting is: 9:15-15:00 on February 24, 2022.
5. Meeting mode: this meeting is held by combining on-site voting and online voting. The company will provide online voting platform to all shareholders through the trading system of Shenzhen Stock Exchange and Internet voting system. Shareholders can exercise their voting rights through the above system during the online voting time of this meeting. Shareholders of the company can only choose one of on-site meeting voting and online voting. In case of repeated voting of the same voting right, the first valid voting result shall prevail.
6. Meeting equity registration date: February 17, 2022 (Thursday)
7. Attendees:
(1) Shareholders of ordinary shares or their agents who hold the issued voting shares of the company on the equity registration date; At the closing of the afternoon of the equity registration day, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited who have issued voting shares have the right to attend the general meeting of shareholders, and can entrust an agent to attend and vote in writing. The shareholder agent does not have to be a shareholder of the company.
(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: conference room on the third floor of the company’s comprehensive building, No. 1 Meilian Road, Jinping District, Shantou City.
2、 Matters considered at the meeting
1. Proposal on the company’s 2022 restricted stock incentive plan (Draft) > and its summary; 2. Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022;
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022.
The above proposals have been deliberated and adopted at the 6th meeting of the 4th board of directors and the 4th meeting of the 4th board of supervisors. For details, please refer to the information disclosed on cninfo.com.cn on February 9, 2022 Relevant announcements.
The above proposals are special resolutions, which shall be valid only after more than 2 / 3 of the voting rights held by the shareholders (including shareholders’ proxies) attending the general meeting of shareholders. The shareholders who are the incentive objects of the company’s restricted stock incentive plan and the shareholders who are related to the incentive objects avoid voting on the above proposal.
The above proposals are all major issues affecting the interests of small and medium-sized investors. The votes of small and medium-sized investors shall be counted separately, and the company will make public disclosure according to the vote counting results.
According to the relevant provisions of the measures for the administration of equity incentive of listed companies, if the shareholders’ meeting of a listed company deliberates the equity incentive plan, the independent directors of the listed company shall solicit voting rights from all shareholders of the company. According to this provision, all independent directors unanimously agreed that Mr. Rui Yiping, an independent director, would issue a report on soliciting entrusted voting rights to solicit voting rights from all shareholders on all proposals considered at the general meeting of shareholders. For details, see the report on public solicitation of entrusted voting rights by independent directors issued by the company on the gem information disclosure website designated by the CSRC.
3、 Proposal code
Proposal code table of this shareholders’ meeting:
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 incentive plan for restricted shares of the company in 2022 (D √)
(proposal) > and its summary
2.00 implementation of the company’s restricted stock incentive plan in 2022 √
Proposal on assessment management measures
3.00 proposal for the general meeting of shareholders to authorize the board of directors to handle the 2022 √
Proposal on matters related to restricted stock incentive plan
4、 Registration of on-site shareholders’ meeting and other matters
1. Registration method
(1) If a natural person shareholder attends the meeting in person, he / she shall present the original of his / her ID card and the original of valid shareholding certificate; If another person is entrusted to attend the meeting, the agent shall present the original ID card of the agent, the copy of the ID card of the principal, the original power of attorney of the shareholder and the original valid shareholding certificate;
(2) The legal representative or the agent entrusted by the legal representative shall attend the meeting.
If the legal representative attends the meeting, he / she shall present the original of his / her ID card, the valid certificate that can prove his / her qualification as legal representative, the copy of the legal person business license stamped with the official seal, and the original of the valid shareholding certificate of the legal person shareholder; If an agent is entrusted to attend the meeting, the agent shall present the original of his ID card, the original of the written power of attorney issued by the legal representative of the legal person shareholder unit according to law, the copy of the legal person business license stamped with the official seal, and the original of the effective shareholding certificate of the legal person shareholder.
(3) Non local shareholders can register by letter, e-mail or fax before the deadline of registration. The letter, e-mail and fax shall be subject to the receipt of the company within the registration time. Shareholders should carefully fill in the power of attorney (Annex II) and the registration form of shareholders attending the meeting (Annex III) for registration confirmation.
2. Registration time: February 17, 2022 – February 19, 2022 8:30-17:30
3. Registration place: the office of the board of directors of the company’s comprehensive building, No. 1 Meilian Road, Jinping District, Shantou City, Guangdong Province. 4. Meeting contact information:
Contact: Xu Yansheng
Tel: 0754-89831918
Fax: 0754-89837887
mail box: [email protected].
Contact address: Office of the board of directors, No. 1, Meilian Road, Shantou City.
5. Other matters: the general meeting is expected to last half a day, and all the expenses of the shareholders attending the meeting shall be borne by themselves.
5、 Specific operation process of participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system (website: http://wltp.cn.info.com.cn. ）Please refer to Annex I of this announcement for the specific operation process of voting and online voting.
6、 Documents for future reference
1. Resolutions of the 6th meeting of the 4th board of directors of the company;
2. Other documents required by Shenzhen Stock Exchange.
Annex I: specific operation process of participating in online voting;
Annex II: power of attorney;
Annex III: registration form of shareholders’ participation in the meeting.
It is hereby announced.
Malion New Materials Co.Ltd(300586) board of directors February 9, 2022 Annex I:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code and voting abbreviation of ordinary shares: the voting code is “350586”, and the voting abbreviation is “Wachovia 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 election votes of each proposal group they have. If the number of election votes cast by shareholders exceeds the number of election votes they have, or if the number of votes cast in the differential election exceeds the number of candidates, their election votes cast by the proposal group shall be deemed invalid. If you do not agree with a candidate, you can vote 0 for the candidate.
List of election votes for candidates under cumulative voting system
Fill in the number of election votes cast for candidates
Vote X1 for candidate a
Vote x2 for candidate B
… …
The total number of election votes held by the shareholder shall not exceed
An example of the number of election votes held by shareholders under each proposal group is as follows:
① Equal amount election (number of candidates = number of candidates to be elected) is adopted, and the number of candidates to be elected is 3.
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × three
Shareholders may distribute the number of election votes they have among the three candidates arbitrarily, but the total number of votes shall not exceed the number of election votes they have.
② Differential election is adopted (number of candidates > number of candidates), and the number of candidates is 2.
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × two
Shareholders may distribute the number of election votes they have arbitrarily among two candidates, but the total number of votes shall not exceed the number of election votes they have, and the number of votes cast shall not exceed two.
3. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals except the cumulative voting proposal.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholder votes on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the specific proposal is voted, the voting opinion of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on February 24, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3、 Procedures for voting through the Internet voting system of Shenzhen Stock Exchange
1. The Internet voting system starts voting from 9:15-15:00 on February 24, 2022.
2. Shareholders who conduct online voting through the Internet voting system need to handle identity authentication in accordance with the provisions of the guidelines for online investor service identity authentication business of Shenzhen Stock Exchange (revised in 2016) and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”. The specific identity authentication process can log in to the Internet voting system http://wltp.cn.info.com.cn. Refer to the rule guidance column.
3. Shareholders can log in according to the service password or digital certificate obtained http://wltp.cn.info.com.cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
Annex II:
Power of attorney
I (the unit) as Guangdong Malion New Materials Co.Ltd(300586) Material Co., Ltd
