Securities code: 603799 securities abbreviation: Zhejiang Huayou Cobalt Co.Ltd(603799) the first extraordinary general meeting of shareholders in 2002
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February 14, 2002
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Agenda of the first extraordinary general meeting of shareholders in 2022 Notes to the first extraordinary general meeting of shareholders in 2002 4 proposal 1: proposal on acquiring part of the equity of the joint venture and providing guarantee 6 proposal 2: proposal on joint foreign investment and related party transactions with related parties 14 proposal 3: proposal on Amending the articles of Association twenty
Agenda of the first extraordinary general meeting of shareholders in 2022
Meeting time: from 13:30 on February 14, 2022
Venue: conference room 1, first floor of Zhejiang Huayou Cobalt Co.Ltd(603799) administration building, No. 18, Wuzhen East Road, Tongxiang Economic Development Zone, Zhejiang Province
1、 Declare the meeting open
2、 Announce the number of shareholders and representative shares attending the on-site meeting
3、 Recommend vote counter and scrutineer
4、 Deliberation of proposals
5、 Voting
6、 When shareholders ask questions, directors, supervisors and senior executives answer shareholders' questions
7、 Adjourn the meeting (wait for the online voting results, and the staff count the voting results)
8、 Announcement of voting results
9、 Lawyer announces legal opinion
10、 Declare the meeting closed
Notes to the first extraordinary general meeting of shareholders in 2022
In accordance with the company law, the notice on the normative opinions on the general meeting of shareholders of listed companies and other relevant regulations and documents issued by the CSRC, as well as the requirements of the articles of association, these instructions are hereby formulated in order to safeguard the legitimate rights and interests of all investors and ensure the normal order and efficiency of the first extraordinary general meeting of shareholders in 2022.
1. The board of directors earnestly performs the duties specified in the articles of association on the principle of safeguarding the legitimate rights and interests of shareholders and ensuring the normal order and efficiency of the general meeting. The conference affairs group is set up to be specifically responsible for the relevant procedures and services of the conference.
2. In order to make timely and accurate statistics on the total number of shares held by shareholders or shareholders' representatives attending the meeting, all shareholders and agents registered to attend the general meeting of shareholders shall arrive at the venue on time to sign in and confirm their qualifications. Shareholders or shareholders' representatives who fail to register by telephone, fax or e-mail on the day of registration of shareholders' participation in the meeting, fail to register their attendance on the attendance form, or fail to count the number of shares announced at the meeting after the formal start of the meeting shall not participate in voting and speak.
3. The shareholders shall have the right to attend and speak on behalf of the company in accordance with the law, but they shall have the right to attend and speak on behalf of the company. During the convening of the general meeting, if the shareholders (or shareholders' representatives) prepare to speak in advance, they shall first register with the meeting affairs group of the general meeting. If the shareholders (or shareholders' representatives) temporarily request to speak or raise questions on relevant issues, they shall first apply to the meeting affairs group of the general meeting and proceed with the permission of the chairman of the general meeting. 4. Each shareholder or shareholder representative shall not speak more than twice at the general meeting of shareholders. The first speech shall not exceed five minutes and the second speech shall not exceed three minutes.
5. The chairman of the general meeting may arrange the directors, supervisors and other senior managers of the company to answer the questions of shareholders. The chairman of the general meeting or the relevant personnel designated by him have the right to refuse to answer the questions that have nothing to do with the topic of the general meeting of shareholders or will disclose the company's business secrets or may damage the common interests of the company and shareholders.
6. The general meeting of shareholders adopts the combination of on-site voting and online voting, and the announcement of the resolution of the general meeting of shareholders is issued in combination with the voting results of on-site voting and online voting. On site voting shall be conducted by open ballot, and the elected shareholder representatives, supervisor representatives and lawyers shall participate in vote counting and supervision. The company will provide online voting platform to shareholders of the company through the online voting system of Shanghai Stock Exchange, and shareholders can exercise their voting rights through the above system during online voting time.
7. When on-site shareholders or shareholders' representatives vote, they shall choose one of the three items of "agree", "oppose" and "abstain" listed under each proposal in the voting vote, and mark it with "√". Multiple or no elections shall be deemed as invalid votes and be treated as abstaining.
8. Three proposals were considered at the meeting. Proposals 1 and 3 of the general meeting shall be adopted by special resolution of the general meeting of shareholders, that is, more than two-thirds of the effective voting rights held by shareholders or shareholder representatives attending the general meeting of shareholders; The proposal 2 of this general meeting is passed by the general meeting of shareholders by ordinary resolution, that is, it is passed by more than half of the effective voting rights held by the shareholders or shareholder representatives attending the general meeting of shareholders.
9. The witness lawyer of this shareholders' meeting is the lawyer of Guohao law firm (Hangzhou).
10. In order to ensure the seriousness and normal order of the shareholders' meeting and effectively safeguard the legitimate rights and interests of shareholders or shareholders' representatives attending the meeting, the company has the right to refuse other people to enter the meeting except shareholders or shareholders' representatives, directors, supervisors, Secretary of the board of directors, senior managers, employed lawyers and personnel invited by the board of directors. 11. The board of directors of the company will take necessary measures to ensure the normal order of the general meeting of shareholders. In order to ensure the order of the venue, please turn off your mobile phone or turn it to the vibration state after entering the venue. Please do not make noise in the venue. Personal recording, photographing and video recording are not allowed. Measures will be taken to stop the acts of interfering with the general meeting of shareholders, making trouble and infringing upon the legitimate rights and interests of shareholders, and timely report to relevant departments for investigation and punishment.
Zhejiang Huayou Cobalt Co.Ltd(603799) board of directors February 14, 2022
Motion 1
Proposal on acquiring part of the equity of the joint venture and providing guarantee, shareholders:
In order to further layout the development of nickel resources in Indonesia, build a nickel resource guarantee base in Indonesia, and build an integrated industrial chain of new energy lithium battery materials with international competitiveness, The company plans to sign the equity sale and transfer agreement with Yongrui Holding Co., Ltd. (hereinafter referred to as "Yongrui holding") through the wholly-owned subsidiary Huayou international cobalt industry (Hong Kong) Co., Ltd. (hereinafter referred to as "Huayou international cobalt industry"), Acquire 31% equity of Huafei nickel cobalt (Indonesia) Co., Ltd. (hereinafter referred to as "Huafei company" or "joint venture") held by Yongrui holding with us $775000 or equivalent Indonesian rupees 10874.8 million, and inherit all corresponding shareholders' rights and obligations. At the same time, Huayou international cobalt industry plans to sign the equity pledge agreement (supplementary agreement) with Yiwei Asia Co., Ltd. (hereinafter referred to as "Yiwei Asia") to pledge 31% of the acquired equity of Huafei nickel cobalt to Yiwei Asia, so as to provide guarantee for the one-time loan of US $214.2 million provided by Yiwei Asia to Huafei company, with a loan term of 7 years and an annual interest rate of 5%. After the completion of the acquisition, Huayou international cobalt industry will hold a total of 51% equity of Huafei company, all of which are pledged to Yiwei Asia. In addition to Yiwei Asia, other shareholders of the joint venture have also pledged their equity of the joint venture to Yiwei Asia.
Meanwhile, Huayou international cobalt industry plans to cooperate with glaucous international PTE. Ltd (hereinafter referred to as "glaucous"), Yiwei Asia and lindoinvestment Ltd (hereinafter referred to as "Lindo") signed a new shareholders' agreement. Huayou international cobalt Co., Ltd. plans to invest with other joint venture parties to build a joint venture company, Huafei company. The joint venture company will build a laterite nickel ore hydrometallurgy project in weda Bay Industrial Park, Indonesia. The total investment of the project is about US $208 million, and the production scale of the project is about 120000 tons of nickel metal and 15000 tons of cobalt metal per year; The authorized capital of the joint venture is US $10 million, including US $5.1 million subscribed by Huayou international cobalt industry and US $1.275 million paid in, with a shareholding ratio of 51%.
The acquisition of part of the equity of the joint venture and the provision of guarantee need to be submitted to the general meeting of shareholders of the company for deliberation. Meanwhile, for the smooth progress of this transaction and subsequent work, within the scope of the total investment limit of the joint venture, the general meeting of shareholders is requested to authorize the chairman or his authorized person to be specifically responsible for the follow-up related matters of this acquisition, including signing the formal transaction documents. The specific authorization is as follows:
(1) Negotiate and negotiate the commercial terms of the relevant cooperation agreement with all investors within the scope of the total transaction amount, capital contribution proportion and mode approved by the general meeting of shareholders, decide and sign various formal transaction documents related to this transaction, financing documents related to this transaction and other relevant documents that make this transaction effective;
(2) If the joint venture party of the acquisition project changes in the later stage, it shall be responsible for conducting new business negotiations and signing joint venture / shareholder agreement on the premise that the project interests of the company have not changed significantly;
(3) Be responsible for assisting in reporting for approval / filing to the relevant competent examination and approval department for the government approval / filing procedures involved in this exchange, and sign the relevant approval / filing documents as the authorized representative of the company;
(4) Handle other matters related to this transaction.
The details are as follows:
1、 Basic information of the parties
(I) Huayou international cobalt industry
1. Company name: Huayou international cobalt industry (Hong Kong) Co., Ltd
2. Nature of enterprise: private company
3. Place of registration: Room 802, 8 / F., Nan on commercial building, No. 69A Wuhu street, Hung Hom, Kowloon, Hong Kong
4. Directors: Chen Hongliang, Fang Qixue, Yu Jianmei
5. Date of establishment: July 4, 2018
6. Main business: industrial investment and international trade
7. Shareholder composition: Huayou international mining (Hong Kong) Co., Ltd., a wholly-owned subsidiary of the company, holds 100% equity of Huayou international cobalt industry
8. Registered capital: USD 10000
By the end of 2020, the total assets of Huayou international cobalt industry were US $million and the net assets were US $million; In 2020, the company will realize an operating revenue of US $million and a net profit of US $million.
(II) Yongrui Holdings (seller)
1. Company name: Yongrui Holding Co., Ltd
2. Nature of enterprise: private company
3. Place of registration: Hong Kong
4. Director: sun Jianfen
5. Date of establishment: May 9, 2019
6. Main business: Investment
7. Shareholder composition: Yongqing Technology Co., Ltd. indirectly holds 100% equity of Yongrui
8. Registered capital: USD 1
By the end of 2020, the total assets of Yongrui were 10890.05 US dollars; Net assets -1108.95 USD; In 2020, the operating revenue will be USD 0 and the net profit will be USD -1109.96.
(III) Yiwei Asia (shareholder and Pledgee of the joint venture)
1. Company name: Yiwei Asia Co., Ltd
2. Nature of enterprise: private company
3. Registered address: room D, 20th floor, Zhonghai sunrise center, 56 Junye street, Kwun Tong, Hong Kong
4. Legal representative: Liu Jincheng
5. Date of establishment: January 4, 2013
6. Main business: International Trade
7. Composition of shareholders: Eve Energy Co.Ltd(300014) holds 100% equity
8. Registered capital: 500000 US dollars
At the end of 2020, the consolidated financial data of Yiwei Asia was 4941.8403 million yuan of total assets and 4448.0571 million yuan of net assets; In 2020, the operating revenue was 504471300 yuan and the net profit was 813552100 yuan.
(IV) glaucous (shareholder of the joint venture)
1. Company name: glaucous international PTE. Ltd
2. Nature of enterprise: private limited liability company
3. Place of registration: Singapore
4. Director: Li Ruiling
5. Date of establishment: March 25, 2021
6. Main business: Investment
7. Shareholder composition: ever rising limited holds 100% equity of glaucous
8. Registered capital: USD 1
Glaucous has been established for less than one year and has no complete financial statements.
(V) Lindo (shareholder of the joint venture)
1. Company name: Lindo investment Pte.Ltd
2. Nature of enterprise: private limited liability company
3. Place of registration: Singapore
4. Director: Mei Xiongfeng
5. Date of establishment: March 25, 2021
6. Main business: Investment
7. Shareholder composition: perlux limited holds 100% equity of Lindo
8. Registered capital: USD 1
Lindo has been established for less than one year and does not have complete financial statements.
2、 Basic information of transaction object
1. Chinese Name: Huafei company
2. Enterprise type: limited liability company
3. Registered address: Indonesia
4. Authorized capital: USD 10 million
5. Business scope: industrial production of nonferrous basic metals, precious metals, nickel hydroxide, cobalt hydroxide, nickel cobalt sulfide, mixed nickel cobalt hydroxide MHP, mixed nickel cobalt sulfide MSP, nickel sulfate, cobalt sulfate, hydrometallurgy of nickel and intermediate products of hydrometallurgy of cobalt, including refining, fusion, integration and casting of basic forms of Nonferrous Metals; Export trade of chromium ore, chromium, chromium oxide and hydroxide, cobalt oxide and hydroxide, nickel oxide and hydroxide, alumina, aluminum sulfate, nickel sulfate, cobalt sulfate, iron, chromium, bauxite, nickel cobalt manganese hydroxide, iron ore, chromium ore, ore and any other mineral products; Import trade of sulfuric acid, liquid alkali, caustic soda, lime, gypsum and limestone; Trade. (the details shall be subject to the registration of Indonesian competent authority)
6. Financial data: as of September 30, 2021, Huafei had total assets of USD 115.1314 million, net assets of USD 2.0759 million, operating income of USD 0 million and net profit of USD -397400. (Unaudited) 7. This collection
