Securities code: 301040 securities abbreviation: Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) Announcement No.: 2022-009 Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040)
Notice on convening the first 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.
According to the resolution of the seventh meeting of the third board of directors held by Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) (hereinafter referred to as “the company”) on February 8, 2022, the company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on Thursday, February 24, 2022. The relevant matters of the general meeting are hereby notified as follows: I. Basic information of the meeting
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022
2. Convener: Board of directors
3. Legality and compliance of the meeting: the seventh meeting of the third board of directors of the company deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022. The convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Date and time of the meeting
(1) On site meeting time: from 14:00 pm on Thursday, February 24, 2022
(2) Online voting time: the time of voting through the Internet system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on Thursday, February 24, 2022; The time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on Thursday, February 24, 2022.
5. Meeting method: the shareholders’ meeting adopts the combination of on-site voting and online voting. (1) On site voting: shareholders attend the on-site meeting in person or entrust others to attend the on-site meeting through a power of attorney.
(2) Online voting: the company will vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and the shareholders of the company can exercise their voting rights through the above system during the above online voting time.
(3) Shareholders of the company can only choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first voting result shall prevail; In case of repeated voting in online voting, the first voting result shall also prevail.
6. The equity registration date of the meeting: Thursday, February 17, 2022.
7. Attendees:
(1) Shareholders of the company registered in China Clearing Shenzhen Branch at the closing of the market on Thursday, February 17, 2022 as of the equity registration date; A shareholder may entrust a proxy in writing to attend the meeting and vote. The proxy need not be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company.
(3) A lawyer employed by the company.
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Venue: conference room of Hexing Huashan Road company, Jinfeng Town, Zhangjiagang City.
2、 Matters considered at the meeting
1. Proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects;
2. Proposal on the company’s plan to issue convertible corporate bonds to unspecified objects:
2.01 types of securities issued;
2.02 issuance scale;
2.03 face value and issue price;
2.04 bond term;
2.05 bond interest rate;
2.06 term and method of repayment of principal and interest;
2.07 guarantee matters;
2.08 convertible bond rating matters;
2.09 term of share conversion;
2.10 determination and adjustment of share conversion price;;
2.11 downward correction clause of share conversion price;
2.12 how to determine the number of shares to be converted and how to deal with the amount of less than one share at the time of conversion;
2.13 redemption terms;
Resale clause;
2.15 dividend distribution after share conversion;
2.16 issuance method and object;
2.17 arrangement of placing to existing shareholders;
2.18 matters related to the bondholders’ meeting;
2.19 purpose of the raised funds;
2.20 deposit of raised funds;
2.21 term of validity of this issuance plan;
3. Proposal on the company’s plan for issuing convertible corporate bonds to unspecified objects;
4. Proposal on the demonstration and analysis report of the company’s scheme of issuing convertible corporate bonds to unspecified objects;
5. Proposal on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects;
6. Proposal on the report on the use of the company’s previously raised funds;
7. Proposal on the rules of the meeting of convertible bondholders of the company;
8. Proposal on the company’s issuance of convertible corporate bonds to unspecified objects, diluting the immediate return and filling measures, and relevant subjects’ practical implementation of the commitment of filling return measures;
9. Proposal on the planning of shareholders’ dividend return in the next three years (2022-2024); 10. Proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the issuance of convertible corporate bonds to unspecified objects;
11. Proposal on adding candidates for directors;
12. Proposal on Amending the articles of association.
The above-mentioned proposals 1 to 12 have been deliberated and adopted at the 7th Meeting of the third board of directors, and proposals 1 to 9 and 12 have been deliberated and adopted at the 6th meeting of the third board of supervisors. The specific contents of the above proposal are detailed in the company’s website (www.cn. Info. Com. CN.) on February 9, 2022 Relevant announcements of disclosure.
Among the above proposals, proposal 2 needs to be voted one by one; Proposals 1 to 10 and 12 are special resolutions, which need to be passed by more than two-thirds of the voting rights held by the shareholders (including shareholders’ agents) attending the meeting. The above proposals 1 to 12 need to count the votes of small and medium-sized investors separately and disclose the results (small and medium-sized investors refer to shareholders other than those who individually or jointly hold more than 5% of the shares of listed companies or serve as directors, supervisors and senior managers of listed companies).
3、 Motion code
Remarks on the proposal
The ticked column of the code proposal name column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting motion
1.00 proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects √
2.00 proposal on the company’s plan to issue convertible corporate bonds to unspecified objects √
2.01 types of securities issued √
2.02 issuance scale √
2.03 face value and issue price √
2.04 bond term √
2.05 bond interest rate √
2.06 term and method of repayment of principal and interest √
2.07 guarantee matters √
2.08 convertible bond rating matters √
2.09 conversion period √
2.10 determination and adjustment of share conversion price √
2.11 downward correction clause of share conversion price √
2.12 how to determine the number of shares converted and how to deal with the amount of less than one share at the time of conversion √
2.13 redemption terms √
2.14 resale terms √
2.15 dividend distribution after share conversion √
Remarks on the proposal
The ticked column of the code proposal name column can vote
2.16 issuance method and object √
2.17 arrangement of placing to existing shareholders √
2.18 matters related to bondholders’ meeting √
2.19 purpose of the raised funds √
2.20 deposit of raised funds √
2.21 validity period of this issuance plan √
3.00 proposal on the company’s plan to issue convertible corporate bonds to unspecified objects √
Discussion on the demonstration and analysis report of the company’s scheme of issuing convertible corporate bonds to unspecified objects √
4.00 case
On the feasibility of the company issuing convertible corporate bonds to unspecified objects to raise funds √
5.00 proposal of analysis report
6.00 proposal on the report on the use of the company’s previously raised funds √
7.00 proposal on the meeting rules of convertible corporate bondholders of the company √
On the company’s issuance of convertible corporate bonds to unspecified objects, diluted immediate return and filling measures √
8.00 proposal on earnestly fulfilling the commitment of filling return measures with relevant subjects
9.00 proposal on the company’s dividend return planning for the next three years (2022-2024) √
About requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle this report with full power √
10.00 proposal on issues related to the issuance of convertible corporate bonds
11.00 proposal on adding director candidates √
12.00 amendments to the articles of Association
