Stock Code: 600153 stock abbreviation: Xiamen C&D Inc(600153) Announcement No.: 2022-009
Bond Code: 175228 bond abbreviation: 20 Jianfa Y1
Bond Code: 175878 bond abbreviation: 21 CCF Y1
Bond Code: 188031 bond abbreviation: 21 CCF Y2
Bond Code: 185248 bond abbreviation: 22 Jianfa 01
Notice on convening the first extraordinary general meeting of shareholders in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Date of shareholders’ meeting: February 24, 2022
The online voting system adopted for the general meeting of shareholders: the online voting system of the general meeting of shareholders of Shanghai Stock Exchange
1、 Basic information of the meeting (I) type of the general meeting of shareholders and the first extraordinary general meeting in 2022 (II) convener of the general meeting of shareholders: Board of directors (III) voting method: the voting method adopted by the general meeting of shareholders is a combination of on-site voting and online voting (IV) date, time and place of the on-site meeting
Date and time: 14:30, February 24, 2022
Venue: conference room 3, 23rd floor, Jianfa international building, No. 1699, Huandao East Road, Siming District, Xiamen City, Fujian Province
（5） System, start and end date and voting time of online voting.
Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from February 24, 2022
To February 24, 2022
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. （6） Margin trading, refinancing, agreed repurchase business accounts and voting procedures for investors of Shanghai Stock connect
Accounts related to margin trading, refinancing business, agreed repurchase business and the voting of investors in Shanghai Stock connect shall be implemented in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation. （7） Involving public solicitation of shareholders’ voting rights
According to the provisions of the measures for the administration of equity incentive of listed companies issued by the CSRC, when the general meeting of shareholders of the company votes on the restricted stock incentive plan, the independent directors shall solicit the entrusted voting rights from all shareholders for the restricted stock incentive plan. Mr. Dai Yiyi, the independent director of the company, as the soliciter, solicited the voting rights of all shareholders of the company for proposal 1, proposal 2 and proposal 3 deliberated at the general meeting of shareholders. For details about the time, method and procedure of soliciting voting rights, see the company’s website at Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on public solicitation of voting rights of independent directors (Announcement No.: pro 2022-010). 2、 Matters considered at the meeting
The types of proposals and voting shareholders deliberated at the general meeting of shareholders
Type of voting shareholder
No. proposal name
A-share shareholders
Non cumulative voting motion
1 < Xiamen C&D Inc(600153) restrictions in 2022 √
Stock incentive plan (Draft) > proposal on its summary
2 < Xiamen C&D Inc(600153) restrictions in 2022 √
Proposal on the management measures for the implementation and assessment of incentive stock plans
3. Proposal for the general meeting of shareholders of the company to authorize the board of directors to handle public √
Discussion on matters related to the company’s restricted stock incentive plan in 2022
Case
4 proposal on repurchase and cancellation of some restricted shares √
5 discussion on changing the registered capital and amending the articles of association √
Case
6. Notice on submitting to the general meeting of shareholders of the company to authorize the board of directors to approve √
Proposal on matters related to external donation
7 proposal on applying for registration of high-quality corporate bonds √
1. Time and media of disclosure of each proposal
The above proposals 1 to 5 have been deliberated and adopted at the second extraordinary meeting of the eighth board of directors in 2022 held on January 26, 2022; The above proposals 6 and 7 have been deliberated and adopted at the third extraordinary meeting of the eighth board of directors in 2022 held on February 8, 2022. The announcement of the resolution of the meeting was published in China Securities Journal, Shanghai Securities News, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN) on January 27, 2022 and February 9, 2022. The meeting materials of this extraordinary general meeting of shareholders will be published separately on the website of Shanghai Stock Exchange (www.sse. Com. CN). 2. Proposals for special resolutions: 1, 2, 3, 4, 53. Proposals for separate counting of votes for small and medium-sized investors: 1, 2, 3, 4, 54. Proposals involving avoidance of voting by affiliated shareholders: 1, 2, 3
Name of affiliated shareholders who should avoid voting: shareholders who intend to participate in the equity incentive plan or have an affiliated relationship with the incentive object. 5. Proposals involving the voting of preferred stock shareholders: not involved. III. matters needing attention in the voting of the general meeting of shareholders
（1） If the shareholders of the company exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, they can either log in to the voting platform of the trading system (through the trading terminal of the securities company designated for trading) or log in to the Internet voting platform (website: vote. Sseinfo. Com) enter
Line vote. For the first time to log in to the Internet voting platform to vote, investors need to complete shareholder identity authentication.
Please refer to the instructions on the website of the Internet voting platform for specific operations.
（2） Shareholders exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. If they have multiple shareholder accounts, they can use any shareholder account holding the company’s shares to participate in online voting. After voting, it shall be deemed that all ordinary shares of the same class or preferred shares of the same variety under their shareholder accounts have voted for the same opinion respectively.
（3） If the same voting right is voted repeatedly through on-site, online voting platform of the exchange or other means, the first voting result shall prevail.
（4） Shareholders can submit all proposals only after voting. 4、 Participants at the meeting (I) after the closing of the stock market on the equity registration date, the shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders (see the table below for details), and can entrust agents to attend the meeting and vote in writing. The agent need not be a shareholder of the company.
Stock category Stock Code Stock abbreviation equity registration date
A shares 600153 Xiamen C&D Inc(600153) 2022 / 2 / 15
（2） Directors, supervisors and senior managers of the company. （3） A lawyer employed by the company. （4） Other personnel v. meeting registration method (I) the following documents shall be provided for the registration of shareholders (or authorized agents of shareholders):
1. Corporate shareholder: if the legal representative of a corporate shareholder attends the meeting, he / she shall hold the corporate shareholder’s stock account card, his / her valid ID card or other valid certificates that can indicate his / her identity, and a copy of the business license of the corporate unit (with official seal); If an agent is entrusted to attend the meeting, the agent shall also hold his own valid ID card or other valid certificates that can indicate his identity and a written power of attorney (Annex 1).
2. Individual shareholders: if individual shareholders attend the meeting in person, they shall hold their own valid identity documents or other valid certificates and stock account cards that can indicate their identity; If an agent is entrusted to attend the meeting on behalf of others, the agent shall also hold his own valid identity certificate or other valid certificates that can indicate his identity and the power of attorney of shareholders (Annex 1).
3. Non local shareholders can register by letter or fax. The letter or fax must indicate the shareholder’s name, shareholder account, contact address, postal code and contact telephone, and attach a copy of ID card and shareholder account. Please indicate the words “general meeting of shareholders” on the envelope.
(II) registration time: February 16, 2022 (9:00-12:00, 14:00-17:30). (III) registration address and contact information of on-site meeting:
1. Address: Securities Department 2, 29th floor, Jianfa international building, No. 1699, Huandao East Road, Siming District, Xiamen, Fujian Province. Tel.: 0592-2132319
3. Fax No.: 0592-2592459 (IV) shareholders can register by fax or letter before the deadline of registration. For shareholders registered by letter or fax, please leave your contact number for easy contact. 6、 Other matters (I) in order to do a good job in the prevention and control of covid-19 pneumonia and ensure the safety of participation, the special tips of this shareholders’ meeting are as follows: 1. It is recommended that shareholders and shareholders’ representatives give priority to participating in this shareholders’ meeting by online voting.
2. If you really need to attend the on-site meeting, please be sure to keep your body temperature normal without respiratory discomfort and other symptoms. When attending the meeting, wear protective equipment such as masks and do a good job of personal protection. On the day of the meeting, the company will measure and register the temperature of participants according to the requirements of epidemic prevention and control. Only those with health code, travel code green and normal temperature can participate in the meeting. Please cooperate. (II) the on-site meeting of the general meeting of shareholders lasts for half a day, and the shareholders or agents attending the meeting shall bear their own transportation, board and lodging expenses. (III) those attending the on-site meeting shall arrive at the meeting place half an hour before the meeting, and carry the original of identity certificate, shareholding certificate, power of attorney and so on, so as to verify the admission. (IV) contact Department and contact information of the company:
Xiamen C&D Inc(600153) securities department, Tel.: 0592-2132319. It is hereby announced.
Xiamen C&D Inc(600153) board of directors
February 9, 2022 Annex 1: power of attorney
Annex 1: power of attorney
Power of attorney
Xiamen C&D Inc(600153) ：
I hereby entrust Mr. (Ms.) to attend 2022 on behalf of my unit (or myself)
The first extraordinary general meeting of your company in 2022 was held on February 24, and the voting rights were exercised on behalf of you.
Number of ordinary shares held by the trustor:
Client’s shareholder Account No.:
No. name of non cumulative voting proposal agree against abstain
About < Xiamen C&D Inc(600153) restricted shares in 2022
one
Incentive plan (Draft) > proposal for its summary
About < Xiamen C&D Inc(600153) restricted shares in 2022
two
Proposal on measures for the implementation and assessment of incentive plans
Notice on requesting the general meeting of shareholders of the company to authorize the board of directors to handle the company’s 2022
three
Proposal on matters related to the annual restricted stock incentive plan
4 proposal on repurchase and cancellation of some restricted shares 5 proposal on changing registered capital and amending the articles of Association
On submitting to the general meeting of shareholders of the company to authorize the board of directors to examine and approve the company’s external
six
Proposal on donation related matters
7. Proposal on applying for registration of high-quality corporate bonds
Signature (seal) of the trustor: signature of the trustee:
The ID number of the client: the ID number of the trustee:
Entrustment date: mm / DD / yyyy remarks: the trustor shall choose one of the “agree”, “oppose” or “abstain” intentions in the power of attorney and tick “√”. If the trustor does not make specific instructions in the power of attorney, the trustee has the right to vote according to its own wishes.
